SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 1 )*
WESTERN
CAPITAL RESOURCES, INC.
(Name of
Issuer)
COMMON
STOCK, NO PAR VALUE
(Title of
Class of Securities)
957881 10
5
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
x
Rule
13d-1(c)
¨
Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 957881 10 5
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13G
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Page
2 of 7 Pages
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1.
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Names
of Reporting Persons.
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MILL
CITY VENTURES, LP
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Minnesota
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Number
of
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5.
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Sole
Voting Power
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Shares
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800,000
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beneficially
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owned
by
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6.
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Shared
Voting Power
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each
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0
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reporting
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person
with
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7.
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Sole
Dispositive Power
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800,000
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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800,000
shares
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10.
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Check
Box if the Aggregate amount in Row (9) Excludes Certain
Shares*
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11.
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Percent
of Class Represented by Amount in Row (9)
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10.0%
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12.
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Type
of Reporting Person (see instructions)
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PN
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CUSIP
No. 957881 10 5
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13G
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Page
3 of 7 Pages
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1.
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Names
of Reporting Persons.
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MILL
CITY ADVISORS LLC
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Minnesota
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Number
of
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5.
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Sole
Voting Power
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Shares
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800,000
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beneficially
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6.
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Shared
Voting Power
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0
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person
with
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7.
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Sole
Dispositive Power
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800,000
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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800,000
shares
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10.
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Check
Box if the Aggregate amount in Row (9) Excludes Certain
Shares*
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11.
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Percent
of Class Represented by Amount in Row (9)
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10.0%
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12.
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Type
of Reporting Person (see instructions)
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00 (limited
liability
company)
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CUSIP
No. 957881 10 5
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13G
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Page
4 of 7 Pages
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1.
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Names
of Reporting Persons.
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Joseph
A. Geraci II
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2.
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Check
the Appropriate Box if a Member of a Group
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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USA
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Number
of
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5.
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Sole
Voting Power
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Shares
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800,000
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beneficially
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owned
by
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6.
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Shared
Voting Power
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each
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0
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reporting
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person
with
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7.
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Sole
Dispositive Power
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800,000
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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800,000
shares
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10.
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Check
Box if the Aggregate amount in Row (9) Excludes Certain
Shares*
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11.
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Percent
of Class Represented by Amount in Row (9)
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10.0%
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12.
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Type
of Reporting Person (see instructions)
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IN
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Item
1.
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(a)
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Name
of Issuer:
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Western
Capital Resources, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices:
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2201
West Broadway, Suite 1, Council Bluffs,
IA 51501
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Item
2.
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(a)
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Name
of Person Filing:
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Mill
City Ventures, LP, Mill City Advisors LLC and Joseph A. Geraci
II
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(b)
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Address
of Principal Business Office or, if none, residence:
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c/o
Isles Capital LLC, 80 South 8
th
Street, Suite 900, Minneapolis, MN
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(c)
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Citizenship:
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Mill
City Ventures, LP is a Minnesota limited partnership. Mill City
Advisors LLC is a Minnesota limited liability company. Mr.
Geraci is a US citizen.
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(d)
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Title
of Class of Securities:
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Common
Stock, no par value
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(e)
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CUSIP
Number:
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957881
10 5
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Item 3.If
this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
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(a)
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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Investment
company registered under Section 8 of the Investment Company Act. (15
U.S.C. 80a-8)
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(e)
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3);
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(j)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with
'
240.13d-1(b)(1)(ii)(K).
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If filing
as a non-U.S. institution in accordance with
'
240.13d-1(b)(1)(ii)(J), please specify the type of
institution: __________________.
Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
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800,000
shares
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(b)
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Percent
of class:
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10.0%
(based on 7,996,007 shares outstanding, as provided by the
Issuer)
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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800,000
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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800,000
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(iv)
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Shared
power to dispose or to direct the disposition of:
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0
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Item 5.
Ownership of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.
Not
applicable.
Item 8.
Identification and Classification of Members of the Group.
Not
applicable.
Item 9.
Notice of Dissolution of Group.
Not
applicable.
Item 10.
Certifications.
(a) Not
applicable.
(b) Not
applicable.
(c) By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Date: February
17, 2009
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MILL
CITY VENTURES, LP
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By
MILL CITY ADVISORS LLC
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Its: General
Partner
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BY:
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/S/ Joseph A. Geraci II
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Joseph
A. Geraci II
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Managing
Member
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