UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(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)
WERCS
and
Robert W.
Moberly
400 East
First Street
P.O. Box
130
Casper,
WY 82602
Phone:
(307) 233-8300
With a
copy to:
Paul D.
Chestovich, Esq.
Maslon
Edelman Borman & Brand, LLP
90 South
7
th
Street, Suite 3300
Minneapolis,
MN 55402
Phone:
(612) 672-8200
(Name,
Address and Telephone Number of Person Authorized to Receive Notice
and
Communications)
December
31, 2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The
information required on 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).
CUSIP
NO. 957881 10 5
|
13D
|
PAGE
2 OF 6 PAGES
|
1
|
NAMES
OF REPORTING PERSONS
|
(ENTITIES
ONLY)
WERCS
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(See
Instructions)
4
|
SOURCE
OF FUNDS (See Instructions)
|
SC
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Wyoming
|
7
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
|
11,125,000
|
SHARES
|
|
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
0
|
|
|
|
OWNED
BY EACH
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
|
11,125,000
|
PERSON
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
11,125,000
(Includes 10,000,000 shares of Series A Convertible Preferred
Stock)
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
|
CERTAIN
SHARES (See
Instructions)
o
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
61.8%
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
|
C0
CUSIP
NO. 957881 10 5
|
13D
|
PAGE 3
OF 6 PAGES
|
1
|
NAMES
OF REPORTING PERSONS
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
|
(See
Instructions)
4
|
SOURCE
OF FUNDS (See Instructions)
|
SC
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR
2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
7
|
SOLE
VOTING POWER
|
NUMBER
OF
|
|
|
|
|
11,125,000
|
SHARES
|
|
|
8
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
0
|
|
|
|
OWNED
BY EACH
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
REPORTING
|
|
|
|
|
11,125,000
|
PERSON
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
WITH
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
11,125,000
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
|
CERTAIN
SHARES (See
Instructions)
o
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
61.8%
14
|
TYPE
OF REPORTING PERSON (See
Instructions)
|
IN
Item 1.
Security and Issuer
State the
title of the class of equity securities to which this statement relates and the
name and address of the principal executive offices of the issuer of such
securities.
Common
Stock, no par value
The
issuer's name and address is:
Western
Capital Resources, Inc.
2201 West
Broadway, Suite 1
Council
Bluffs, Iowa 51501
Item 2.
Identity and Background
(a)
|
Name:
The reporting person is WERCS, a Wyoming corporation. The Chief Executive
Officer of WERCS is Robert W.
Moberly.
|
(b)
|
Business
address: The business address of WERCS and Mr. Moberly is 400 East First
Street, P.O. Box 130, Casper,
WY 82602.
|
(c)
|
Present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted:
|
WERCS is
a corporation which is currently the largest shareholder of the
Issuer. Mr. Moberly is Chief Executive Officer, a director and a
shareholder of WERCS (See Item 2(b)). Mr. Moberly is also a director of the
Issuer.
(d)
|
Whether
or not, during the last five years, such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location of
court, and penalty imposed, or other disposition of the
case:
|
Neither
Mr. Moberly nor WERCS have ever been convicted in a criminal
proceeding.
(e)
|
Whether
or not, during the last five years, such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and describe
such proceedings and summarize the terms of such judgment, decree or final
order:
|
Nothing
to report.
WERCS is
a Wyoming corporation. Mr. Moberly is a U.S. citizen.
Item 3.
Source and Amount of Funds or Other Consideration
As a
former sole shareholder of Wyoming Financial Lenders, WERCS received an
aggregate of 1,125,000 shares of the Issuer’s common stock and 10,000,000 shares
of Series A Convertible Preferred Stock in connection with a merger transaction
completed on December 31, 2007.
Item 4.
Purpose of Transaction
WERCS was
a former shareholder of Wyoming Financial Lenders. WERCS has no
current plans or proposals which would relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5.
Interest in Securities of the Issuer
(a)
|
Aggregate
number and percentage of the class of securities beneficially
owned:
|
WERCS
owns 1,125,000 shares of Common Stock and 10,000,000 shares of Series A
Convertible Preferred Stock of Western Capital Resources, Inc. The Series A
Convertible Preferred Stock is convertible on a one-for-one basis into Common
Stock, which amounts to 61.8% of the shares outstanding (based upon 7,996,007
shares of Common Stock and 10,000,000 shares of Series A Convertible Preferred
Stock outstanding as reported by the Issuer.
(b)
|
Number
of shares as to which there is sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition:
|
WERCS
holds 1,125,000 shares of Common Stock and 10,000,000 shares of Series A
Convertible Preferred Stock of Western Capital Resources, Inc. The
Series A Convertible Preferred Stock votes on an “as if converted”
basis.
(c)
|
Transactions
in the securities effected during the past sixty
days: None
|
(d)
|
No
other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such
securities.
|
(e)
|
The
date on which the reporting person ceased to be the beneficiary owner of
more than five percent of the class of
securities:
|
N/A
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
Item 7.
Material to Be Filed as Exhibits.
None
SCHEDULE
13D
SIGNATURE
The
undersigned, after reasonable inquiry and to the best of his/its knowledge and
belief, certifies that the information set forth in this statement is true,
complete and correct.
Dated:
February 17, 2009
|
WERCS
|
|
|
|
By:/s/ Robert W. Moberly
|
|
Robert
W. Moberly
|
|
Its:
Chief Executive Officer
|
|
|
|
By:/s/ Robert W. Moberly
|
|
Robert
W. Moberly
|
Western Capital Resources (CE) (USOTC:WCRS)
Historical Stock Chart
From Sep 2024 to Oct 2024
Western Capital Resources (CE) (USOTC:WCRS)
Historical Stock Chart
From Oct 2023 to Oct 2024