EXHIBIT
31.2




CERTIFICATION
PURSUANT TO


18
U.S.C. §1350,


AS
ADOPTED PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002




Certification




I, John
Quandahl, certify that:




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





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





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





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





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




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




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




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




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





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




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




Signature:
                  /s/
      John QuandahlName:
                  John
      QuandahlInterim
      Chief Financial
Officer




May 4,
2009