SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




Form
10-Q




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




For the
quarterly period ended June 30, 2009 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





N/A





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




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




Yes þ No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes o 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 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
August 1, 2009, the registrant had outstanding 7,996,007 shares of common stock,
no par value per share.












Western
Capital Resources, Inc.




Index





PagePART
      I. FINANCIAL INFORMATIONItem
      1. Financial Statements
                  
                  2Item
      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
                  
                  19PART
      II. OTHER INFORMATIONItem
      1. Legal Proceedings
                  
                  21Item
      1A. Risk Factors
                  
                  21Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  
                  21Item
      3. Defaults Upon Senior Securities
                  
                  21Item
      4. Submission of Matters to a Vote of Security Holders
                  
                  21Item
      5. Other Information
                  
                  21Item
      6. Exhibits
                  
                  22SIGNATURES
                  
                  22




1


PART
I. FINANCIAL INFORMATION




Item 1. Financial
Statements





WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES





CONTENTS





PageCONDENSED
      CONSOLIDATED FINANCIAL STATEMENTSCondensed
      Consolidated Balance Sheets
                  3Condensed
      Consolidated Statements of Operations
                  4Condensed
      Consolidated Statements of Cash Flows
                  5Notes
      to Condensed Consolidated Financial Statements
                  6




2





WESTERN
CAPITAL RESOURCES, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





June
      30, 2009
                                                (Unaudited)
                                              
                                              
                                              December 31, 2008ASSETSCURRENT
      ASSETSCash
                                              
                                              $
                                              1,099,090
                                              
                                              
                                              $
                                              3,358,547Loans
      receivable (less allowance for losses of $1,071,000 and
      $1,413,000)
                                              
                                              
                                              4,515,697
                                              
                                              
                                              
                                              4,889,940Inventory
                                              
                                              
                                              376,038
                                              
                                              
                                              
                                              198,430Prepaid
      expenses and other
                                              
                                              
                                              675,528
                                              
                                              
                                              
                                              247,318Deferred
      income taxes
                                              
                                              
                                              427,000
                                              
                                              
                                              
                                              558,000TOTAL
      CURRENT ASSETS
                                              
                                              
                                              7,093,353
                                              
                                              
                                              
                                              9,252,235PROPERTY
      AND EQUIPMENT
                                              
                                              
                                              1,187,511
                                              
                                              
                                              
                                              815,980GOODWILL
                                              
                                              
                                              11,458,744
                                              
                                              
                                              
                                              10,253,744INTANGIBLE
      ASSETS
                                              
                                              
                                              1,233,119
                                              
                                              
                                              
                                              756,849OTHER
                                              
                                              
                                              120,291
                                              
                                              
                                              
                                              133,831TOTAL
      ASSETS
                                              
                                              $
                                              21,093,018
                                              
                                              
                                              $
                                              21,212,639LIABILITIES
      AND  SHAREHOLDERS’ EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                              
                                              $
                                              1,247,738
                                              
                                              
                                              $
                                              998,653Note
      payable – short-term
                                              
                                              
                                              2,033,000
                                              
                                              
                                              
                                              2,100,000Current
      portion long-term debt
                                              
                                              
                                              159,758
                                              
                                              
                                              
                                              -Preferred
      dividend payable
                                              
                                              
                                              525,000
                                              
                                              
                                              
                                              -Deferred
      revenue
                                              
                                              
                                              283,720
                                              
                                              
                                              
                                              319,543TOTAL
      CURRENT LIABILITIES
                                              
                                              
                                              4,249,216
                                              
                                              
                                              
                                              3,418,196LONG-TERM
      LIABILITIESNotes
      payable – long-term
                                              
                                              
                                              2,276,898
                                              
                                              
                                              
                                              2,500,000Deferred
      income taxes
                                              
                                              
                                              102,000
                                              
                                              
                                              
                                              64,000TOTAL
      LONG-TERM LIABILITIES
                                              
                                              
                                              2,378,898
                                              
                                              
                                              
                                              2,564,000TOTAL
      LIABILITES
                                              
                                              
                                              6,628,114
                                              
                                              
                                              
                                              5,982,196SHAREHOLDERS'
      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, 7,996,007 and
      7,598,354 shares issued and outstanding
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Additional
      paid-in capital
                                              
                                              
                                              18,478,337
                                              
                                              
                                              
                                              18,478,337Retained
      deficit
                                              
                                              
                                              (4,113,433
                                              )
                                              
                                              
                                              (3,347,894
                                              )TOTAL
      SHAREHOLDERS’ EQUITY
                                              
                                              
                                              14,464,904
                                              
                                              
                                              
                                              15,230,443TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                                              
                                              $
                                              21,093,018
                                              
                                              
                                              $
                                              21,212,639





See
notes to condensed consolidated financial statements.


3


WESTERN
CAPITAL RESOURCES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)





Three months ended
                                                    
                                                    
                                                    Six months endedJune 30, 2009
                                                    
                                                    
                                                    June 30, 2008
                                                    
                                                    
                                                    June 30, 2009
                                                    
                                                    
                                                    June 30, 2008REVENUESPayday
      loan fees
                                                    
                                                    $
                                                    2,539,685
                                                    
                                                    
                                                    $
                                                    2,428,834
                                                    
                                                    
                                                    $
                                                    5,057,495
                                                    
                                                    
                                                    $
                                                    4,632,814Phones
      and accessories
                                                    
                                                    
                                                    1,312,795
                                                    
                                                    
                                                    
                                                    145,331
                                                    
                                                    
                                                    
                                                    2,976,975
                                                    
                                                    
                                                    
                                                    313,682Check
      cashing fees
                                                    
                                                    
                                                    195,352
                                                    
                                                    
                                                    
                                                    283,063
                                                    
                                                    
                                                    
                                                    462,650
                                                    
                                                    
                                                    
                                                    629,154Other
      income and fees
                                                    
                                                    
                                                    406,267
                                                    
                                                    
                                                    
                                                    42,986
                                                    
                                                    
                                                    
                                                    724,265
                                                    
                                                    
                                                    
                                                    104,9554,454,099
                                                    
                                                    
                                                    
                                                    2,900,214
                                                    
                                                    
                                                    
                                                    9,221,385
                                                    
                                                    
                                                    
                                                    5,680,605STORE
      EXPENSESSalaries
      and benefits
                                                    
                                                    
                                                    1,358,330
                                                    
                                                    
                                                    
                                                    753,302
                                                    
                                                    
                                                    
                                                    2,578,364
                                                    
                                                    
                                                    
                                                    1,487,991Provisions
      for loan losses
                                                    
                                                    
                                                    359,036
                                                    
                                                    
                                                    
                                                    410,532
                                                    
                                                    
                                                    
                                                    688,504
                                                    
                                                    
                                                    
                                                    751,802Phones
      and accessories cost of sales
                                                    
                                                    
                                                    531,125
                                                    
                                                    
                                                    
                                                    66,427
                                                    
                                                    
                                                    
                                                    1,333,354
                                                    
                                                    
                                                    
                                                    173,303Occupancy
                                                    
                                                    
                                                    419,873
                                                    
                                                    
                                                    
                                                    236,495
                                                    
                                                    
                                                    
                                                    757,389
                                                    
                                                    
                                                    
                                                    429,549Advertising
                                                    
                                                    
                                                    106,114
                                                    
                                                    
                                                    
                                                    92,519
                                                    
                                                    
                                                    
                                                    256,825
                                                    
                                                    
                                                    
                                                    178,045Depreciation
                                                    
                                                    
                                                    67,619
                                                    
                                                    
                                                    
                                                    31,102
                                                    
                                                    
                                                    
                                                    125,207
                                                    
                                                    
                                                    
                                                    58,057Amortization
      of intangible assets
                                                    
                                                    
                                                    179,664
                                                    
                                                    
                                                    
                                                    114,314
                                                    
                                                    
                                                    
                                                    356,730
                                                    
                                                    
                                                    
                                                    216,038Other
                                                    
                                                    
                                                    585,084
                                                    
                                                    
                                                    
                                                    336,289
                                                    
                                                    
                                                    
                                                    1,116,948
                                                    
                                                    
                                                    
                                                    668,7543,606,845
                                                    
                                                    
                                                    
                                                    2,040,980
                                                    
                                                    
                                                    
                                                    7,213,321
                                                    
                                                    
                                                    
                                                    3,963,539INCOME
      FROM STORES
                                                    
                                                    
                                                    847,254
                                                    
                                                    
                                                    
                                                    859,234
                                                    
                                                    
                                                    
                                                    2,008,064
                                                    
                                                    
                                                    
                                                    1,717,066GENERAL
      & ADMINISTRATIVE EXPENSESSalaries
      and benefits
                                                    
                                                    
                                                    290,290
                                                    
                                                    
                                                    
                                                    315,349
                                                    
                                                    
                                                    
                                                    635,044
                                                    
                                                    
                                                    
                                                    615,640Depreciation
                                                    
                                                    
                                                    4,676
                                                    
                                                    
                                                    
                                                    7,180
                                                    
                                                    
                                                    
                                                    9,462
                                                    
                                                    
                                                    
                                                    16,976Interest
      expense
                                                    
                                                    
                                                    82,310
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    164,106
                                                    
                                                    
                                                    
                                                    -Other
                                                    
                                                    
                                                    394,826
                                                    
                                                    
                                                    
                                                    170,942
                                                    
                                                    
                                                    
                                                    745,991
                                                    
                                                    
                                                    
                                                    841,558772,102
                                                    
                                                    
                                                    
                                                    493,471
                                                    
                                                    
                                                    
                                                    1,554,603
                                                    
                                                    
                                                    
                                                    1,474,174INCOME
      FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
                                                    
                                                    
                                                    75,152
                                                    
                                                    
                                                    
                                                    365,763
                                                    
                                                    
                                                    
                                                    453,461
                                                    
                                                    
                                                    
                                                    242,892INCOME
      TAX EXPENSE
                                                    
                                                    
                                                    19,000
                                                    
                                                    
                                                    
                                                    146,000
                                                    
                                                    
                                                    
                                                    169,000
                                                    
                                                    
                                                    
                                                    115,900NET
      INCOME BEFORE DISCONTINUED OPERATIONS
                                                    
                                                    
                                                    56,152
                                                    
                                                    
                                                    
                                                    219,763
                                                    
                                                    
                                                    
                                                    284,461
                                                    
                                                    
                                                    
                                                    126,992INCOME
      FROM DISCONTINUED OPERATIONS
                                                      Net
      of $16,000 and $14,400  income tax expense in
    2008
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    27,072
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    24,414NET
      INCOME
                                                    
                                                    
                                                    56,152
                                                    
                                                    
                                                    
                                                    246,835
                                                    
                                                    
                                                    
                                                    284,461
                                                    
                                                    
                                                    
                                                    151,406SERIES
      A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumes all paid including for
      2009)
                                                    
                                                    
                                                    (525,000
                                                    )
                                                    
                                                    
                                                    (525,000
                                                    )
                                                    
                                                    
                                                    (1,050,000
                                                    )
                                                    
                                                    
                                                    (1,050,000
                                                    )NET
      LOSS AVAILABLE TO COMMON STOCKHOLDERS
                                                    
                                                    $
                                                    (468,848
                                                    )
                                                    
                                                    $
                                                    (278,165
                                                    )
                                                    
                                                    $
                                                    (765,539
                                                    )
                                                    
                                                    $
                                                    (898,594
                                                    )NET
      LOSS PER COMMON SHARE-BASIC AND DILUTEDContinuing
      operations
                                                    
                                                    
                                                    (0.06
                                                    )
                                                    
                                                    
                                                    (0.03
                                                    )
                                                    
                                                    
                                                    (0.10
                                                    )
                                                    
                                                    
                                                    (0.11
                                                    )Discontinued
      operations
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Net
      loss per common share
                                                    
                                                    
                                                    (0.06
                                                    )
                                                    
                                                    
                                                    (0.03
                                                    )
                                                    
                                                    
                                                    (0.10
                                                    )
                                                    
                                                    
                                                    (0.11
                                                    )WEIGHTED
      AVERAGE COMMON SHARE OUTSTANDING -Basic
      and diluted
                                                    
                                                    
                                                    7,996,007
                                                    
                                                    
                                                    
                                                    8,889,644
                                                    
                                                    
                                                    
                                                    7,888,355
                                                    
                                                    
                                                    
                                                    8,178,339





See
notes to condensed consolidated financial statements.


4


WESTERN
CAPITAL RESOURCES, INC.


CONDENSED
CONSOLIDATED CASH FLOW (Unaudited)





Six
      Months Ended
                                          June
      30, 2009
                                        
                                        
                                        Six
      Months Ended
                                          June
      30, 2008OPERATING
      ACTIVITIESNet
      Income
                                        
                                        $
                                        284,461
                                        
                                        
                                        $
                                        151,406Adjustments
      to reconcile net income to net cash provided (used) by operating
      activities:Depreciation
                                        
                                        
                                        134,669
                                        
                                        
                                        
                                        98,121Amortization
                                        
                                        
                                        356,730
                                        
                                        
                                        
                                        276,252Deferred
      income taxes
                                        
                                        
                                        169,000
                                        
                                        
                                        
                                        241,000Changes
      in operating assets and liabilitiesLoans
      receivable
                                        
                                        
                                        374,243
                                        
                                        
                                        
                                        123,919Inventory
                                        
                                        
                                        (177,608
                                        )
                                        
                                        
                                        -Prepaid
      expenses and other assets
                                        
                                        
                                        (414,670
                                        )
                                        
                                        
                                        (44,289
                                        )Accounts
      payable and accrued liabilities
                                        
                                        
                                        249,085
                                        
                                        
                                        
                                        (1,940,981
                                        )Deferred
      revenue
                                        
                                        
                                        (35,823
                                        )
                                        
                                        
                                        20,840Net
      cash provided (used) by operating activities
                                        
                                        
                                        940,087
                                        
                                        
                                        
                                        (1,073,732
                                        )INVESTING
      ACTIVITIESPurchase
      of property and equipment
                                        
                                        
                                        (366,200
                                        )
                                        
                                        
                                        (159,924
                                        )Acquisition
      of stores
                                        
                                        
                                        (2,178,000
                                        )
                                        
                                        
                                        (351,900
                                        )Net
      cash used by investing activities
                                        
                                        
                                        (2,544,200
                                        )
                                        
                                        
                                        (511,824
                                        )FINANCING
      ACTIVITIESPayments
      on note payable – short-term
                                        
                                        
                                        (100,000
                                        )
                                        
                                        
                                        -Advances
      on line of credit
                                        
                                        
                                        33,000
                                        
                                        
                                        
                                        -Payments
      on notes payable – long-term
                                        
                                        
                                        (63,344
                                        )
                                        
                                        
                                        -Collections
      on subscription receivable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,437,050Cost
      of raising capital
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (10,295
                                        )Dividends
                                        
                                        
                                        (525,000
                                        )
                                        
                                        
                                        (525,000
                                        )Net
      cash provided (used) by financing activities
                                        
                                        
                                        (655,344
                                        )
                                        
                                        
                                        3,901,755NET
      INCREASE (DECREASE) IN CASH
                                        
                                        
                                        (2,259,457
                                        )
                                        
                                        
                                        2,316,199CASHBeginning
      of period
                                        
                                        
                                        3,358,547
                                        
                                        
                                        
                                        984,625End
      of period
                                        
                                        
                                        1,099,090
                                        
                                        
                                        
                                        3,300,824Less:  Cash
      of discontinued operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (102,642
                                        )End
      of period, continuing operations
                                        
                                        $
                                        1,099,090
                                        
                                        
                                        $
                                        3,198,182SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONIncome
      taxes paid
                                        
                                        $
                                        125,000
                                        
                                        
                                        $
                                        -Interest
      paid
                                        
                                        
                                        164,106
                                        
                                        
                                        
                                        -Noncash
      investing and financing activities:Dividend
      accrued
                                        
                                        $
                                        525,000
                                        
                                        
                                        $
                                        525,000Stock
      issued for store acquisition
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,337,869





See
notes to condensed consolidated financial statements.


5





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, 2009 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2009. 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, 2008. The condensed consolidated balance sheet at
December 31, 2008, 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 PQH Wireless,
Inc. (PQH), collectively referred to as the “Company,” provides retail financial
services and retail cellular phone sales to individuals primarily in the
Midwestern United States.  As of June 30, 2009, the Company owned and
55 “payday” stores in 10 states (Colorado, Iowa, Kansas, Montana, Nebraska,
North Dakota, South Dakota, Utah, Wisconsin and Wyoming) and 35 Cricket wireless
retail stores in seven states (Illinois, Indiana, Kansas, Maryland, Missouri,
Nebraska and Texas).   The consolidated financial statements include
the accounts of WCR, WFL, and PQH. All significant intercompany balances and
transactions have been eliminated in consolidation.




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.




The
Company, through its “payday” division, provides non-recourse cash advance
loans, check cashing and other money services.  As of June 30, 2009,
55 of the retail locations were payday stores.  Our loans and other
services are subject to federal, state and local regulations.  The
short-term consumer loans, known as cash advance loans or “payday” loans, are in
amounts that typically range from $200 to $500. Cash advance loans provide
customers with cash in exchange for a promissory note with a maturity of
generally two to four weeks and the customer’s personal check for the aggregate
amount of the cash advanced plus a fee. The fee varies from state to state,
based on applicable regulations, and generally ranges from $15 to $22 per each
$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
payday division also provides other ancillary consumer financial products and
services that are complementary to its cash advance-lending business, such as
check-cashing services, money transfers and money orders.  In our
check cashing business, we primarily cash payroll checks, but we also cash
government assistance, tax refund and insurance checks or drafts. Our fees for
cashing payroll checks average approximately 2.5% of the face amount of the
check, subject to local market conditions, and this fee is deducted from the
cash given to the customer for the check. We display our check cashing fees in
full view of our customers on a menu board in each store and provide a detailed
receipt for each transaction. Although we have established guidelines for
approving check-cashing transactions, we have no preset limit on the size of the
checks we will cash.





Our loans
and other related services are subject to state regulations (which vary from
state to state), federal regulations and local regulations, where
applicable.





The
Company, through its Cricket Wireless Retail division, is a dealer for Cricket
Wireless, Inc., reselling cellular phones and accessories and accepting service
payments from Cricket customers. Of the 90 locations at June 30, 2009, 35 were
Cricket cellular phone resellers.


6





Use of
Estimates





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that may affect certain reported
amounts and disclosures in the consolidated financial statements and
accompanying notes. Management bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances. Actual results could differ from those estimates. Significant
management estimates relate to the allowance for loans receivable, allocation of
and carrying value of goodwill and intangible assets, 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 revenue from check cashing fees, sales
of phones, and accessories and fees from all other services in the period
in which the sale or service is completed.





Loans Receivable / 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 45% 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 – 45%; 31 to 60 days – 68%; 61 to 90
days – 84%; 91 to 120 days – 89%; and 121 to 180 days – 93%.  All
returned items are charged-off after 180 days, as collections after that date
have not been significant.  The loan loss allowance is reviewed
quarterly 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 six months ended
June 30, 2009 and 2008 is as follows:





Six
      Months Ended
                      June
      30,2009
                    
                    
                    2008Loans
      receivable allowance, beginning of period
                    
                    $
                    1,413,000
                    
                    
                    $
                    976,000Provision
      for loan losses charged to expense
                    
                    
                    689,000
                    
                    
                    
                    752,000Charge-offs,
      net
                    
                    
                    (1,031,000
                    )
                    
                    
                    (795,000
                    )Loans
      receivable allowance, end of period
                    
                    $
                    1,071,000
                    
                    
                    $
                    933,000





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 Series A Convertible Preferred Stock
(10,000,000) were anti-dilutive and therefore excluded from the dilutive net
loss per share computation for 2009.  Series A Convertible Preferred
Stock (10,000,000) and stock warrants, exercised in 2009, (400,000) were
anti-dilutive and therefore excluded for 2008.


7





Recent Accounting
Pronouncements





In April
2009, FASB Staff Position 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4),
was issued to affirm the core principles of SFAS No. 157, Fair Value Measurement, and provide additional
guidance in determining when observable transaction prices or quoted prices in
markets that have become less active require significant adjustment to estimate
fair value. FSP 157-4 supersedes FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active.  The
Company has considered FSP 157-4 and determined that it has no material effect
on its consolidated financial statements.




In April
2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, "Determination of the
Useful Life of Intangible Assets." This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and
Other Intangible Assets," or SFAS 142. The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under SFAS
142 and the period of expected cash flows used to measure the fair value of the
asset under SFAS 141R and other generally accepted accounting principles. This
FSP is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. The
adoption of this standard is not expected to have a material impact on the
Company’s financial position or results of operations.





During
May 2009, the FASB issued Statement of Financial Standards No. 165, Subsequent Events (“SFAS
165”).  SFAS 165 requires all public entities to evaluate subsequent
events through the date that the financial statements are available to be issued
and disclose in the notes the date through which the Company has evaluated
subsequent events and whether the financial statements were issued or were
available to be issued on the disclosed date.  SFAS No. 165 defines two
types of subsequent events, as follows:  the first type consists of events
or transactions that provide additional evidence about conditions that existed
at the date of the balance sheet and the second type consists of events that
provide evidence about conditions that did not exist at the date of the balance
sheet but arose after that date.  SFAS 165 is effective for interim and
annual periods ending after June 15, 2009 and must be applied
prospectively.  The Company adopted SFAS 165 during the second quarter 2009
with no material effect on its consolidated financial statements.





In June
2009, the FASB issued SFAS No. 168, The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting
Principles.  This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles, and establishes only two levels of U.S. generally
accepted accounting principles (“GAAP”), authoritative and
nonauthoritative.  The FASB Accounting Standards Codification (the
“Codification”) will become the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants.  All other nongrandfathered,
non-SEC accounting literature not included in the Codification will become
nonauthoritative.  This standard is effective for financial statements
for interim or annual reporting periods ending after September 15, 2009. We will
begin to use the new guidelines and numbering system prescribed by the
Codification when referring to GAAP in the third quarter of fiscal
2009.  As the Codification was not intended to change or alter
existing GAAP, it will not have any impact on our consolidated financial
statements.





2.
            Acquisitions –





Acquisition of Cricket
Wireless Stores in Missouri and Indiana





On
January 14, 2009 PQH acquired for $1,828,000 in cash 12 existing Cricket
Wireless Stores in an asset purchase from VZ Wireless, LLC.  The
stores are located in Kansas City, Missouri (four stores), St. Louis, Missouri
(seven stores) and Cahokia, Illinois (one store).





In
February 2009 PQH acquired the authorization for seven locations in Northern
Indiana for $300,000 in cash plus sellers’ expenses, not to exceed $50,000, and
in March 2009, PQH launched eight new Cricket Wireless stores in
Indiana.





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





Fair
      ValueProperty
      and equipment
                    
                    $
                    140,000Intangible
      assets
                    
                    
                    833,000Goodwill
                    
                    
                    1,205,000$
                    2,178,000




8





The
results of the operations for the acquired locations have been included in the
condensed consolidated financial statements since the date of the acquisitions.
The following table presents the unaudited pro forma results of continuing
operations for the three and six months ended June 30, 2009 and 2008, as if the
retained acquisitions had been consummated at the beginning of each period
presented and excluding the operating results of NCC and STEN (sold December 31,
2008). The pro forma results of continuing operations are prepared for
comparative purposes only and do not necessarily reflect the results that would
have occurred had the acquisition occurred at the beginning of the year
presented or the results which may occur in the future.





Three Months Ended June
      30,
                    
                    
                    Six
      Months Ended June 30,2009
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Pro
      forma revenue
                    
                    $
                    4,454,000
                    
                    
                    $
                    4,236,000
                    
                    
                    $
                    9,442,000
                    
                    
                    $
                    9,060,000Pro
      forma net income
                    
                    
                    56,200
                    
                    
                    
                    385,700
                    
                    
                    
                    297,700
                    
                    
                    
                    472,700Pro
      forma net loss per common share – basic and
    diluted
                    
                    
                    (0.06
                    )
                    
                    
                    (0.02
                    )
                    
                    
                    (0.10
                    )
                    
                    
                    (0.07
                    )





3.
            Segment Information
      –





The
Company has grouped its operations into two segments – Payday Operations and
Cricket Wireless Retail Operations. The Payday Operations segment provides
financial and ancillary services (Note 1). The Cricket Wireless Retail
Operations segment originated in October 2008 and is a dealer for Cricket
Wireless, Inc., reselling cellular phones and accessories and serving as a
payment center for Cricket customers.  For 2008, there was only one
operating segment which was payday.





Segment
information related to the three and six months ended June 30, 2009
follows:





Three Months Ended June
      30, 2009
                      
                      
                      Six
      Months Ended June 30, 2009Payday
                      
                      Cricket
                        Wireless
                      
                      
                      Total
                      
                      
                      Payday
                      
                      
                      Cricket
                        Wireless
                      
                      
                      TotalRevenues
      from external customers
                      
                      $
                      2,798,109
                      
                      
                      $
                      1,655,990
                      
                      
                      $
                      4,454,099
                      
                      
                      $
                      5,641,473
                      
                      
                      $
                      3,579,912
                      
                      
                      $
                      9,221,385Net
      income (loss)
                      
                      
                      250,956
                      
                      
                      
                      (194,804
                      )
                      
                      
                      56,152
                      
                      
                      
                      538,741
                      
                      
                      
                      (254,280
                      )
                      
                      
                      284,461Total
      segment assets
                      
                      
                      15,114,500
                      
                      
                      
                      5,978,518
                      
                      
                      
                      21,093,018
                      
                      
                      
                      15,114,500
                      
                      
                      
                      5,978,518
                      
                      
                      
                      21,093,018





4.
            Shareholders’
      Equity –





During
the six months ended June 30, 2009, 400,000 warrants were exercised at an
exercise price of $.01 per share and in a related transaction, the Company
redeemed 2,347 shares in payment of the exercise price, for a net issue of
397,653 shares.





5.
            Risks Inherent in the Operating
      Environment –





The
Company’s payday or 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.




The
Federal Trade Commission has issued an FTC Consumer Alert (Federal Trade
Commission, March 2008, Consumer Alert entitled “Payday Loans Equal Very Costly
Cash: Consumers Urged to Consider the Alternatives”) that discourages consumers
from obtaining payday loans such as the loans we offer, primarily on the basis
that the types of loans we offer are very costly and consumers should consider
alternatives to accepting a payday loan. For further information, you may obtain
a copy of the alert at www.ftc.gov/bcp/edu/pubs/consumer/alerts. As noted above,
the federal government has passed legislation, the 2007 Military Authorization
Act, prohibiting us from offering or making our loans to members of the military
when the interest and fees calculated as an annual percentage rate exceed 36%.
This limitation effectively prohibits us from utilizing our present business
model for cash advance or “payday” lending when dealing with members of the U.S.
military, and as a result we do not and do not plan to conduct payday lending
business with U.S. military personnel. These facts evidence the widespread
belief that our charges relating to our loans are too expensive to be good for
consumers. Some consumer advocates and others have characterized payday lending
as “predatory.” As a result, there are frequently attempts in the various state
legislatures, and occasionally in the U.S. Congress, to limit, restrict or
prohibit payday lending.


9




In July
2008, a bill was introduced before the U.S. Senate, entitled the “Protecting
Consumers from Unreasonable Credit Rates Act of 2008” (an amendment to the Truth
in Lending Act), proposing to set a maximum actual or imputed interest rate of
36% on all extensions of credit of any type. The bill is intended to limit the
charges and fees payable in connection with payday lending. Presently, the bill
is in the Senate Committee on Banking, Housing, and Urban Affairs. The Company
has no further information regarding the bill at this time. Similar bills have
been proposed in various states as well.





The
passage of this bill into law, or similar bills at state levels, would
essentially prohibit the Company from conducting its payday lending business in
its current form, and would certainly have a material and adverse effect on the
Company, operating results, financial condition and prospects and even its
viability.





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
six months ended June 30, 2009 and 2008, the Company had significant
revenues by state (shown as a percentage of applicable division’s revenue) as
follows:




Payday
      Division
                
                
                Cricket
      Wireless Division2009
                  %
      of Revenues
                
                
                2008
                  %
      of Revenues
                
                
                
                
                2009
                  %
      of RevenuesNebraska
                
                
                28
                %
                
                
                31
                %
                
                Missouri
                
                
                44
                %Wyoming
                
                
                14
                %
                
                
                10
                %
                
                Nebraska
                
                
                13
                %North
      Dakota
                
                
                14
                %
                
                
                12
                %
                
                Texas
                
                
                11
                %Iowa
                
                
                11
                %
                
                
                12
                %
                
                Indiana
                
                
                22
                %




6.
            Preferred Stock Dividend
  –





On April
15, 2009, the first quarter 2009 dividend on the Company's Series A Convertible
Preferred Stock in the amount of $525,000 was due and payable. The dividends
have not been paid.





7.
            Other Expense
      –





A
breakout of other expense is as follows:





Three Months Ended
                                  June
      30,
                                
                                
                                Six
      Months Ended
                                  June
      30,2009
                                
                                
                                2008
                                
                                
                                2009
                                
                                
                                2008Store
      expensesCollection
      costs
                                
                                $
                                93,726
                                
                                
                                $
                                64,539
                                
                                
                                $
                                169,976
                                
                                
                                $
                                127,673Repairs
      & maintenance
                                
                                
                                45,004
                                
                                
                                
                                38,879
                                
                                
                                
                                91,047
                                
                                
                                
                                73,304Supplies
                                
                                
                                74,729
                                
                                
                                
                                29,729
                                
                                
                                
                                163,055
                                
                                
                                
                                59,053Telephone
      and utilities
                                
                                
                                130,471
                                
                                
                                
                                66,228
                                
                                
                                
                                263,034
                                
                                
                                
                                134,163Other
                                
                                
                                241,154
                                
                                
                                
                                136,914
                                
                                
                                
                                429,836
                                
                                
                                
                                274,561$
                                585,084
                                
                                
                                $
                                336,289
                                
                                
                                $
                                1,116,948
                                
                                
                                $
                                668,754General
      & administrative expensesProfessional
      fees
                                
                                $
                                311,192
                                
                                
                                $
                                96,218
                                
                                
                                $
                                552,337
                                
                                
                                $
                                689,372Other
                                
                                
                                83,634
                                
                                
                                
                                74,724
                                
                                
                                
                                193,654
                                
                                
                                
                                152,186$
                                394,826
                                
                                
                                $
                                170,942
                                
                                
                                $
                                745,991
                                
                                
                                $
                                841,558




10


8.
            Settlement Agreement with former
      Chief Executive Officer –





On May
1, 2009, the Company entered into a settlement agreement with its former
Chief Executive Officer to settle certain disputes. In addition, the settlement
agreement required the former Chief Executive Officer to place all 550,000
shares of Company common stock outstanding in his name into an escrow
arrangement that will result in either complete redemption of those shares or
the release or those shares back to him under certain
circumstances.





9.
            Subsequent
      Event –




We evaluated all eventsor
transactions that occurred after June 30, 2009 up through August 14, 2009,
the date we issued these financial statements. During this period we did not
have any material subsequent events that impacted our financial
statements.




11




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





Forward-Looking
Statements




Some of
the statements made in this report are “forward-looking statements,” as that
term is defined under Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are based upon
our current expectations and projections about future events. Whenever used in
this report, the words “believe,” “anticipate,” “intend,” “estimate,” “expect”
and similar expressions, or the negative of such words and expressions, are
intended to identify forward-looking statements, although not all
forward-looking statements contain such words or expressions. The
forward-looking statements in this report are primarily located in the material
set forth under the headings “Description of Business,” “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” but are found in other parts of this report as well. These
forward-looking statements generally relate to our plans, objectives and
expectations for future operations and are based upon management’s current
estimates and projections of future results or trends. Although we believe that
our plans and objectives reflected in or suggested by these forward-looking
statements are reasonable, we may not achieve these plans or objectives. You
should read this report completely and with the understanding that actual future
results may be materially different from what we expect. We will not update
forward-looking statements even though our situation may change in the
future.





Specific
factors that might cause actual results to differ from our expectations or may
affect the value of the common stock, include, but are not limited
to:





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





·
            Litigation
      and regulatory actions directed toward our industry or us, particularly in
      certain key states





·
            Our
      need for additional financing, and





·
            Unpredictability
      or uncertainty in financing markets which could impair our ability to grow
      our business through acquisitions.





Other
factors that could cause actual results to differ from those implied by the
forward-looking statements in this report are more fully described in the “Risk
Factors” section of our most recent Annual Report on Form 10-K for fiscal
2008.





Industry
data and other statistical information used in this report are based on
independent publications, government publications, reports by market research
firms or other published independent sources.  Some data are also
based on our good faith estimates, derived from our review of internal surveys
and the independent sources listed above.  Although we believe these
sources are reliable, we have not independently verified the
information.




General
Overview




We
provide (through Wyoming Financial Lenders, Inc.) retail financial services to
individuals primarily in the midwestern and southwestern United States. These
services include non-recourse cash advance loans, check cashing and other money
services. At the close of business on June 30, 2009 and as of the date of this
report, we owned and operated 55 stores in 10 states (Colorado, Iowa, Kansas,
Montana, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and
Wyoming).





We
provide short-term consumer loans—known as “payday” or “cash advance” loans—in
amounts that typically range from $200 to $500. Payday loans provide customers
with cash in exchange for a promissory note with a maturity of generally two to
four weeks and the customer’s post-dated personal check for the aggregate amount
of the cash advanced, plus a fee. The fee varies from state to state, based on
applicable regulations, and generally ranges from $15 to $22 for each whole or
partial increment of $100 borrowed. To repay a payday loan, a customer may pay
with cash, in which case their personal check is returned to them, or allow the
check to be presented to the bank for collection. All of our payday loans and
other services are subject to state regulations (which vary from state to
state), federal regulations and local regulation, where applicable.





In
October 2008, we began operating Cricket Wireless retail stores as an authorized
dealer of Cricket Wireless products and services. Authorized dealers are
permitted to sell the Cricket line and generally locate their store operations
in areas with a strong potential customer base where Cricket does not maintain a
corporate storefront. These locations are generally within the urban core or
surrounding areas of a community. We are an authorized premier Cricket dealer,
and as such, we are only permitted to sell the Cricket line of prepaid cellular
phones at our Cricket retail stores. At the close of business on June 30, 2009
we owned and operated 35 stores in seven states (Illinois, Indiana, Kansas,
Maryland, Missouri, Nebraska, and Texas).


12





Our
expenses primarily relate to the operations of our various stores. The most
significant expenses include salaries and benefits for our store employees,
provisions for payday loan losses, occupancy expense for our leased real estate,
cost of phones sold and advertising. Our other significant expenses
are general and administrative, which includes compensation of employees,
professional fees for consulting, accounting, audit and legal
services.





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.
Our provision for losses is also a significant expense. If a customer’s check is
returned by the bank as uncollected (NSF or account closed), we make an
immediate charge-off to the provision for losses for the amount of the
customer’s loan, which includes accrued fees and interest. Any recoveries on
amounts previously charged off are recorded as a reduction to the provision for
losses in the period recovered. 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, 2008 have been open at least 24 months on that date. We monitor
newer branches for their progress toward profitability and rate of loan
growth.





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 monitor and evaluate legislative and
regulatory initiatives in each of the states and nationally, and are involved
with the efforts of the various industry lobbying efforts. To the extent that
states enact legislation or regulations that negatively impacts payday lending,
whether through preclusion, fee reduction or loan caps, our business could be
adversely affected. In Nebraska, legislation was recently introduced (and
subsequently defeated) to ban all cash advance or payday loans in Nebraska.
Despite the defeat of this legislation, since we derived approximately 29% of
our 2008 total payday lending 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
addition to expanding our geographic reach, our strategic expansion plans also
involve the expansion and diversification of our product and service offerings.
For this reason, we have focused a significant amount of time and attention on
the development of our Cricket Wireless retail stores. We believe that
successful expansion, both geographically and product- and service-wise, will
help to mitigate the regulatory and economic risk inherent in our business by
making us less reliant on (i) payday lending alone and (ii) any particular
aspect of our business that is concentrated geographically.





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
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 45% 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 – 45%; 31 to 60 days – 68%; 61 to 90
days – 84%; 91 to 120 days – 89%; and 121 to 180 days – 93%.  All
returned items are charged-off after 180 days, as collections after that date
have not been significant.  The loan loss allowance is reviewed
quarterly 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 six months ended
June 30, 2009 and 2008 is as follows:





Six Months Ended
                                    June 30,2009
                                  
                                  
                                  2008Loans
      receivable allowance, beginning of period
                                  
                                  $
                                  1,413,000
                                  
                                  
                                  $
                                  976,000Provision
      for loan losses charged to expense
                                  
                                  
                                  689,000
                                  
                                  
                                  
                                  752,000Charge-offs,
      net
                                  
                                  
                                  (1,031,000
                                  )
                                  
                                  
                                  (795,000
                                  )Loans
      receivable allowance, end of period
                                  
                                  $
                                  1,071,000
                                  
                                  
                                  $
                                  933,000




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.





Results
of Operations - Three Months Ended June 30, 2009 Compared to Three Months Ended
June 30, 2008





For the
three-month period ended June 30, 2009, net income was $56,000 compared to net
income from continuing operations of $220,000 for the three months ended June
30, 2008. During the three months ended June 30, 2009, income from continuing
operations before income taxes was $75,100 compared to $366,000 for the three
months ended June 30, 2008. The major components of each of revenues, store
expenses, general and administrative expenses, total operating expenses and
income tax expense from continuing operations are discussed below.





Revenues





Revenues
totaled $4.45 million for the three months ended June 30, 2009 compared to $2.90
million for the three months ended June 30, 2008. This increase resulted from
the increase in the number of Cricket Wireless stores operating during the 2009
interim period. During the three-month period ended June 30, 2009, we originated
approximately $17.7 million in cash advance loans compared to $17.9 million
during the 2008 interim period. Our average loan (including fee) totaled
approximately $362 during the period ended June 30, 2009 versus $353 in the 2008
interim period. Our average fee for the three months ended June 30, 2009 was $53
compared to $51 for the 2008 interim period.  During the three-month
period ended June 30, 2009, we generated $1.31 million in phone and accessory
sales compared to $.145 million for the three-month period ended June 30,
2008.  The increase resulted from our stores acquired in the last
quarter of fiscal 2008 and first quarter of fiscal 2009 and operating in the
three months ended June 30, 2009, as well as the Cricket Wireless stores we
launched during this interim period.


14


The
following table summarizes our revenues for the three months ended June 30, 2009
and 2008, respectively:




Three Months Ended
                                                      June 30,
                                                    
                                                    
                                                    Three Months Ended
                                                      June 30,2009
                                                    
                                                    
                                                    2008
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    2008(percentage of revenues)Payday
      loan fees
                                                    
                                                    $
                                                    2,539,685
                                                    
                                                    
                                                    $
                                                    2,428,834
                                                    
                                                    
                                                    
                                                    57.0
                                                    %
                                                    
                                                    
                                                    83.8
                                                    %Phones
      and accessories
                                                    
                                                    
                                                    1,312,795
                                                    
                                                    
                                                    
                                                    145,331
                                                    
                                                    
                                                    
                                                    29.5
                                                    %
                                                    
                                                    
                                                    5.0
                                                    %Check
      cashing fees
                                                    
                                                    
                                                    195,352
                                                    
                                                    
                                                    
                                                    283,063
                                                    
                                                    
                                                    
                                                    4.4
                                                    %
                                                    
                                                    
                                                    9.7
                                                    %Other
      income and fees
                                                    
                                                    
                                                    406,267
                                                    
                                                    
                                                    
                                                    42,986
                                                    
                                                    
                                                    
                                                    9.1
                                                    %
                                                    
                                                    
                                                    1.5
                                                    %Total
                                                    
                                                    $
                                                    4,454,099
                                                    
                                                    
                                                    $
                                                    2,900,214
                                                    
                                                    
                                                    
                                                    100
                                                    %
                                                    
                                                    
                                                    100
                                                    %





Store
Expenses




Total
expenses associated with store operations for the three months ended June 30,
2009 were $3.60 million compared to $2.04 million for the three months ended
June 30, 2008. The most significant components of these expenses were salaries
and benefits, provisions for loan losses, 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, phone and accessories cost of
sales, costs of occupancy, advertising, depreciation and amortization primarily
due to our addition of the Cricket Wireless Operations segment.  A
discussion of the various components of our store expenses for the three months
ended June 30, 2009 appears below.





Salaries
and Benefits. Payroll and related costs at the store level were $1.36 million
compared to $753,000 for the periods ended June 30, 2009 and 2008, respectively.
Increased salaries and benefits expense resulted primarily from of our addition
of the Cricket Wireless Operations segment. 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, 2009 our provisions for
loan losses were $359,000 compared to $411,000 for the three months ended June
30, 2008. Our provisions for loan losses represented approximately 14.1% and
16.9% of our loan fee revenue for the three months ended June 30, 2009 and 2008,
respectively.  Our provision for loan losses as a percentage of
revenue during the three months ended June 30, 2009 compared to the same period
in 2008 decreased, principally as the result of improved collection
results.  Because we do not foresee any certain end to the current
economic downturn, we have increased our estimate for returned items for the
remainder of fiscal 2009.





Phone and
Accessories Cost of Sales.  The increase in our Cricket Wireless phone
service segment revenues resulted in corresponding increase in costs of
sales.  For the three months ended June 30, 2009, our costs of sales
were $531,000 compared to $66,000 for the same period in 2008.  At
June 30, 2009, we had 35 Cricket Wireless stores compared to two at June 30,
2008.





Occupancy.
Occupancy expenses, comprised mainly of store leases, were $420,000 for the
three months ended June 30, 2009 versus $236,000 for the three months ended June
30, 2008. 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 $106,000 during the three months ended
June 30, 2009 as compared to $93,000 during the three months ended June 30,
2008. In general, we expect that our marketing and advertising expenses for
fiscal 2009 will increase overall, as compared to fiscal 2008, as we continue to
implement our acquisition strategy during the remainder of the
year.





Depreciation.
Depreciation, relating to store equipment and capital expenditures for stores,
increased to $68,000 for the three months ended June 30, 2009 from $31,000 for
the three months ended June 30, 2008.  The increase in depreciation
was due to our Cricket Wireless store acquisitions.




Amortization
of Intangible Assets. Amortization of intangible assets increased to$180,000 for
the three months ended June 30, 2009 from $114,000 for the three months ended
June 30, 2008 due to the recent Cricket Wireless acquisition.


15





Other.
Other expenses were $585,000 for the three months ended June 30, 2009 versus
$336,000 for the three months ended June 30, 2008 primarily due to higher costs
associated with operating a greater number of stores on a year-over-year basis
and an increase in collection costs.





General and Administrative
Expenses





Total
general and administrative costs for the three months ended June 30, 2009 were
$772,000 compared to $493,000 for the period ended June 30, 2008. For the three
months ended June 30, 2009, the major components of these costs were salaries
and benefits for our executive management, interest expense, 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, 2009 and 2008 appears below:





Salaries
and Benefits. Salaries and benefits expenses for the three months ended June 30,
2009 were $290,000, a $25,000 decrease from the $315,000 in such expenses during
period ended June 30, 2008. The decrease resulted from a realignment of
management responsibilities.





Depreciation.
Depreciation for the period ended June 30, 2009 compared to June 30, 2008 was
$5,000 and $7,000, respectively. Depreciation relates primarily to equipment and
capital improvements at the Company’s corporate headquarters.





Interest.  Interest
expenses for the three months ended June 30, 2009 was $82,000 compared to $0 for
the three months ended June 30, 2008 and resulted from the Company’s use of its
revolving line of credit and issuance of notes payable for store
acquisitions.





Other
General and Administrative Expenses. Other general and administrative expenses,
which includes professional fees for accounting and legal services, utilities,
office supplies, collection costs and other minor costs associated with
corporate headquarters activities, aggregated to $395,000 for the three months
ended June 30, 2009 versus $171,000 for the three months ended June 30, 2008.
The significant increase in these expenses is mainly attributable to increased
professional fees in connection with our internal review and restatement of our
financial statements.  We expect professional fees to decrease
throughout the remainder of 2009.





Income Tax
Expense





Income
tax expense for the period ended June 30, 2009 was $19,000 compared to income
tax expense of $146,000 for the period ended June 30, 2008, which resulted
because our income before taxes for the 2009 period was $75,000 compared to a
net income before taxes for the 2008 period of $366,000.





Results
of Operations - Six Months Ended June 30, 2009 Compared to Six Months Ended June
30, 2008





For the
six-month period ended June 30, 2009, net income was $284,000 compared to net
income from continuing operations of $127,000 for the six months ended June 30,
2008. During the six months ended June 30, 2009, income from continuing
operations before income taxes was $453,000 compared to loss before income taxes
of $243,000 for the six months ended June 30, 2008. The major components of each
of revenues, store expenses, general and administrative expenses, total
operating expenses and income tax expense from continuing operations are
discussed below.





Revenues





Revenues
totaled $9.22 million for the six months ended June 30, 2009 compared to $5.68
million for the six months ended June 30, 2008. This increase resulted from the
increase in the number of Cricket Wireless stores operating during the 2009
interim period. During the six-month period ended June 30, 2009, we originated
approximately $34.3 million in cash advance loans compared to $33.2 million
during the 2008 interim period. Our average loan (including fee) totaled
approximately $366 during the period ended June 30, 2009 versus $351 in the 2008
interim period. Our average fee for the six months ended June 30, 2009 was $54
compared to $50 for the 2008 interim period.  During the six-month
period ended June 30, 2009, we generated $2.98 million in phone and accessory
sales compared to $.31 million for the six-month period ended June 30,
2008.  The increase resulted from our stores acquired in the last
quarter of fiscal 2008 that were operating in the six months ended June 30,
2009, as well as the Cricket Wireless stores we acquired and began operating
during this interim period.


16


The
following table summarizes our revenues for the six months ended June 30, 2009
and 2008, respectively:




Six Months Ended
                                                        June 30,
                                                      
                                                      
                                                      Six Months Ended
                                                        June 30,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2008(percentage of revenues)Payday
      loan fees
                                                      
                                                      $
                                                      5,057,495
                                                      
                                                      
                                                      $
                                                      4,632,814
                                                      
                                                      
                                                      
                                                      54.8
                                                      %
                                                      
                                                      
                                                      81.6
                                                      %Phones
      and accessories
                                                      
                                                      
                                                      2,976,975
                                                      
                                                      
                                                      
                                                      313,682
                                                      
                                                      
                                                      
                                                      32.3
                                                      %
                                                      
                                                      
                                                      5.5
                                                      %Check
      cashing fees
                                                      
                                                      
                                                      462,650
                                                      
                                                      
                                                      
                                                      629,154
                                                      
                                                      
                                                      
                                                      5.0
                                                      %
                                                      
                                                      
                                                      11.1
                                                      %Other
      income and fees
                                                      
                                                      
                                                      724,265
                                                      
                                                      
                                                      
                                                      104,955
                                                      
                                                      
                                                      
                                                      7.9
                                                      %
                                                      
                                                      
                                                      1.8
                                                      %Total
                                                      
                                                      $
                                                      9,221,385
                                                      
                                                      
                                                      $
                                                      5,680,605
                                                      
                                                      
                                                      
                                                      100
                                                      %
                                                      
                                                      
                                                      100
                                                      %





Store
Expenses




Total
expenses associated with store operations for the six months ended June 30, 2009
were $7.2 million compared to $3.96 million for the six months ended June 30,
2008.





Our most
significant increases in store expenses from the two interim periods related to
salaries and benefits for our store employees, phone and accessories cost of
sales, costs of occupancy, advertising and depreciation. Our phone and
accessories costs of sales and advertising costs increased significantly in the
six months ended June 30, 2009 compared to the six months ended June 30, 2008
primarily due to our addition of the Cricket Wireless Operations
segment.  A discussion of the various components of our store expenses
for the six months ended June 30, 2009 appears below.





Salaries
and Benefits. Payroll and related costs at the store level were $2.58 million
compared to $1.49 million for the periods ended June 30, 2009 and 2008,
respectively. Increased salaries and benefits expense resulted primarily from of
our addition of the Cricket Wireless Operations segment. 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, 2009 our provisions for loan
losses were $689,000 compared to $752,000 for the six months ended June 30,
2008. Our provisions for loan losses represented approximately 13.6% and 16.2%
of our loan fee revenue for the six months ended June 30, 2009 and 2008,
respectively.  Our provision for loan losses as a percentage of
revenue during the six months ended June 30, 2009 compared to the same period in
2008 decreased, principally as the result of improved collection
results.  Because we do not foresee any certain end to the current
economic downturn, we have increased our estimate for returned items for the
remainder of fiscal 2009.





Phone and
Accessories Cost of Sales.  The increase in our Cricket Wireless phone
service segment revenues resulted in corresponding increase in costs of
sales.  For the six months ended June 30, 2009, our costs of sales
were $1.33 million compared to $.17 million for the same period in
2008.  At June 30, 2009, we had 35 Cricket Wireless stores compared to
two at June 30, 2008.





Occupancy.
Occupancy expenses, comprised mainly of store leases, were $757,000 for the six
months ended June 30, 2009 versus $430,000 for the six months ended June 30,
2008. The increase in our occupancy expenses relates to our acquisitions and
operation of more stores during the most recent six-month period. In general, as
we pursue a growth by small acquisitions strategy, we expect this trend to
continue for the foreseeable future.





Advertising.
Advertising and marketing expenses were $257,000 during the six months ended
June 30, 2009 as compared to $178,000 during the six months ended June 30, 2008.
In general, we expect that our marketing and advertising expenses for fiscal
2009 will increase overall, as compared to fiscal 2008, as we continue to
implement our acquisition strategy during the remainder of the
year.





Depreciation.
Depreciation, relating to store equipment and capital expenditures for stores,
increased to $125,000 for the six months ended June 30, 2009 from $58,000 for
the six months ended June 30, 2008.  The increase in depreciation was
due to our Cricket Wireless store acquisitions.




Amortization
of Intangible Assets. Amortization of intangible assets increased to $357,000
for the six months ended June 30, 2009 from $216,000 for the six months ended
June 30, 2008 due to the recent Cricket Wireless acquisitions.


17





Other.
Other expenses were $1.12 million for the six months ended June 30, 2009 versus
$669,000 for the six months ended June 30, 2008 primarily due to higher costs
associated with operating a greater number of stores on a year over year basis
and increased collection costs.





General and Administrative
Expenses





Total
general and administrative costs for the six months ended June 30, 2009 were
$1.55 million compared to $1.47 million for the period ended June 30, 2008. For
the six months ended June 30, 2009, the major components of these costs were
salaries and benefits for our executive management, interest expense, 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, 2009 and 2008 appears below:





Salaries
and Benefits. Salaries and benefits expenses for the six months ended June 30,
2009 were $635,000, a $20,000 increase from the $615,000 in such expenses during
period ended June 30, 2008. The increase resulted from recent store acquisition
and development costs.





Depreciation.
Depreciation for the period ended June 30, 2009 compared to June 30, 2008 was
$9,000 and $17,000, respectively. Depreciation relates primarily to equipment
and capital improvements at the Company’s corporate headquarters.





Interest.  Interest
expenses for the six months ended June 30, 2009 was $164,000 compared to $0 for
the six months ended June 30, 2008 and resulted from the Company’s use of its
revolving line of credit and issuance of notes payable for store
acquisitions.





Other
General and Administrative Expenses. Other general and administrative expenses,
which includes professional fees for accounting and legal services, utilities,
office supplies, collection costs and other minor costs associated with
corporate headquarters activities, aggregated to $746,000 for the six months
ended June 30, 2009 versus $842,000 for the six months ended June 30, 2008. The
decrease in these expenses is primarily due to lower professional fees for legal
and accounting services, partially offset by the increased professional fees
incurred in connection with our recent restatements (as noted
above).  Our higher 2008 professional fees were primarily related to
failed acquisitions that have not reoccurred in 2009.  We expect
professional fees to decrease throughout the remainder of 2009.





Income Tax
Expense





Income
tax expense for the period ended June 30, 2009 was $169,000 compared to income
tax expense of $116,000 for the period ended June 30, 2008, which resulted
because our income before taxes for the 2009 period was $453,000 compared to
income before taxes for the 2008 period of $243,000.




Liquidity
and Capital Resources





Summary
cash flow data is as follows:




Six Months Ended June 30,2009
                                      
                                      2008Cash
      flows provided (used) by :Operating
      activities
                                      
                                      $
                                      940,087
                                      
                                      
                                      $
                                      (1,073,732
                                      )Investing
      activities
                                      
                                      
                                      (2,544,200
                                      )
                                      
                                      
                                      (511,824
                                      )Financing
      activities
                                      
                                      
                                      (655,344
                                      )
                                      
                                      
                                      3,901,755Net
      increase (decrease) in cash
                                      
                                      
                                      (2,259,457
                                      )
                                      
                                      
                                      2,316,199Cash,
      beginning of period
                                      
                                      
                                      3,358,547
                                      
                                      
                                      
                                      984,625Cash,
      end of period
                                      
                                      $
                                      1,099,090
                                      
                                      
                                      $
                                      3,300,824




At June
30, 2009, we had cash of $1.1 million compared to cash of $3.30 million on June
30, 2008. The decrease results mainly from costs related to our recent Cricket
Wireless store acquisitions and leasehold improvements, dividend payments,
restatement costs and professional fees.  For fiscal year 2009, 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 2009. Our expected short-term uses of available cash
include the funding of operating activities (including 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.


18





Banco
Popular Line of Credit





On
November 13, 2008, Wyoming Financial Lenders, Inc. entered into a Business Loan
Agreement and associated agreements with Banco Popular North America, located in
Rosemont, Illinois, for a one-year revolving line of credit in an amount of up
to $2,000,000.  Among other things, a default occurs under the
Business Loan Agreement in the event of any breach thereunder by Wyoming
Financial Lenders.  In the event of any default, Banco Popular may
accelerate all amounts due subject to a ten-day right to cure applicable in
certain circumstances.  All accrued and unpaid interest, together with
all outstanding principal, will be due on October 30, 2009.





We
notified Banco Popular in April 2009 about our inability to deliver certain
financial information in a timely manner as required under the Business Loan
Agreement, due primarily from our need to restate our financial statements for
the year ended December 31, 2007 and the subsequent interim periods ending
September 30, 2008. On April 30, 2009, Banco Popular furnished us with
their written waiver of covenants related to our failure to timely deliver such
information; thus, at this time there is no adverse impact upon our revolving
credit line.





Off-Balance
Sheet Arrangements




The
Company had no off-balance sheet arrangements as of June 30, 2009.





Item 3. Quantitative and
Qualitative Disclosures About Market Risk





Not
applicable.




Item 4T. Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures




On June
30, 2009, our Chief Executive Officer and Interim 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)),
and concluded that our disclosure controls and procedures were not effective and
designed to ensure that material information relating to the Company and our
consolidated subsidiaries would be made known to them by others within the
Company.  This conclusion was based primarily on the facts identified in
our Annual Report on Form 10-K for fiscal year ended December 31, 2008, filed
with the SEC on May 4, 2009.





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, except as described
below.





During
the fiscal quarter covered by this report, we were still in the process of
integrating, and incorporating as part of our internal controls:  (i)
the operations acquired from PQH Wireless, Inc. during the last fiscal quarter
of 2008 and (ii) the operations of our Cricket Wireless stores acquired (or
whose operations commenced) during the fiscal quarter covered by this
report.  For purposes of this evaluation, the impact of these
operations on our internal controls over financial reporting was
excluded.





In our
Annual Report on Form 10-K for the year ended December 31, 2008, we identified
material weaknesses in internal control over financial reporting and a related
remediation plan.  To date, we have made significant progress towards
remediation, including taking steps to:





·
            increase
      the frequency of our board of directors and audit committee meetings to
      more actively engage those bodies in the provision of oversight of our
      internal controls and the review of complex or unusual accounting
      transactions;


·
            provide
      a mechanism for the submission of anonymous reports, relating to
      accounting or audit irregularities, directly to our audit committee chair
      and legal counsel;


·
            provide
      our internal audit consultant with direct access to our audit committee
      chairperson;


·
            include
      our internal audit consultant in quarterly meetings of our audit committee
      to provides a status update on the effectiveness of our internal
      controls;


·
            implement
      a formal financial reporting process that includes review of the financial
      statements by our Chief Executive Officer and the full board of directors
      prior to filing with the SEC;


·
            implement
      a reporting tool with our upgraded financial software application to
      produce the consolidated balance sheet and income statement in an
      automated manner; and


·
            generally
      improve the segregation of duties within the financial reporting and
      expenditures processes.


19





Nevertheless,
we were unable to conclude that the material weaknesses described in our Annual
report on Form 10-K for the year ended December 31, 2008 were effectively
remediated as of June 30, 2009 due to the fact that (i) less than the entire
remediation plan has been implemented and (ii) an insufficient period of time
has passed for management to test and document the effectiveness of those
controls which have been altered or newly created as part of the remediation
plan (as summarized above).  For further information, please see our
Annual Report on Form 10-K for fiscal year ended December 31,
2008.


20


PART
II. OTHER INFORMATION




Item 1.
Legal Proceedings





None.




Item 1A. Risk
Factors





None.




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




None.





Item 3.
Defaults upon Senior Securities





As of
August 14, 2009, we had not paid dividends on our Series A Convertible Preferred
Stock that originally became due on April 15, 2009 and July 15, 2009,
aggregating to $1,050,000.  As of August 14, 2009, our board of
directors has declared the payment of $200,000 (relating to the April 15
dividend due date) of such $1,050,000 amount; but such amount has yet to be
paid.  Our Series A preferred stock ranks senior to our common
stock.




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





None.





Item 5.
Other Information





None.


21




Item 6.
Exhibits




Exhibit
                
                Description31.1
                
                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, 2009
                  Western
      Capital Resources, Inc.(Registrant)By:
                  /s/
      John QuandahlJohn
      QuandahlChief
      Executive Officer, Chief Operating Officer and
                    Interim
      Chief Financial
Officer


22