- Amended Quarterly Report (10-Q/A)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

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

For the quarterly period ended September 30, 2008 or

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

Commission File Number: 000-52015

Western Capital Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

(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 o No þ

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 o

Non-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 April 30, 2009, the registrant had outstanding 7,971,007 shares of common stock, no par value per share.

Western Capital Resources, Inc.

Index

		Page
Explanation of Our Restatement		2

PART I. FINANCIAL INFORMATION		3

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3. Quantitative and Qualitative Disclosures About Market Risk		26

Item 4T. Controls and Procedures		26

PART II. OTHER INFORMATION		27

Item 1. Legal Proceedings		27

Item 1A. Risk Factors		27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		27

Item 3. Defaults Upon Senior Securities		27

Item 4. Submission of Matters to a Vote of Security Holders		27

Item 5. Other Information		27

Item 6. Exhibits		29

SIGNATURES		29

EXPLANATION OF OUR RESTATEMENT

As previously reported on a Current Reports on Form 8-K filed with the SEC, we announced that the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent interim reports for the quarterly periods through September 30, 2008, required restatement in order to correct errors related to the following:

the allocation of purchase price to customer relationships as opposed to goodwill for historical acquisitions, and

an understatement of share-based compensation expense for fiscal 2007.

Additionally, we announced that the Company’s Board of Directors was conducting an internal review of the propriety and categorization of certain expense reimbursements and certain other transactions. This review has been completed. As a result of that review and the execution of a settlement agreement with the former CEO, the Company determined that $175,000 of cost originally reported as a reduction of proceeds from common stock issued in the consolidated statements of shareholders’ equity should be reported as an expense in the consolidated statements of operations.

This Form 10-Q/A reflects the restatement of our previously issued consolidated financial statements contained in this amended report for the period ended September 30, 2008. These adjustments are fully discussed in Note 2 to the condensed consolidated financial statements contained in this amended report. Along with this amended report, we are filing our amended Form 10-K/A for the year ended December 31, 2007, our amended Quarterly Reports on Form 10-Q/A for the first and second quarters of fiscal 2008 and our Annual Report on Form 10-K for fiscal 2008.

In addition, we have updated our consolidated financial statements to classify the results of operations for National Cash & Credit, LLC and the business we acquired from STEN Corporation (“NCC” and “STEN”), both of which were sold on December 31, 2008, as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” See Note 2 to our to the condensed consolidated financial statements for further description.

The following items have been amended as a result of the restatement:

Part I	Item 1. Financial Statements

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

Part I	Item 4(T). Controls and Procedures

Other than as described above or elsewhere if indicated, no other information in our original Quarterly Report on Form 10-Q for the period ended September 30, 2008 has been amended hereby as a result of the restatement contained in this amended report. For updated information regarding the Company, please see our Annual Report on Form 10-K for the year ended December 31, 2008 which, as we indicate above, we are filing concurrently with this amended report.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONTENTS

	Page(s)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Operations	5

Condensed Consolidated Statements of Cash Flows	6

Notes to Condensed Consolidated Financial Statements	7

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Restated)

	September 30, 2008			December 31, 2007
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	2,402,074		$	984,625
Loans receivable (less allowance for losses of $1,261,000 and $976,000)		4,804,707			4,117,497
Stock subscriptions receivable		-			4,422,300
Prepaid expenses and other		190,133			92,333
Deferred income taxes		561,000			662,000
Assets used in discontinued operations		1,162,712			-
TOTAL CURRENT ASSETS		9,120,626			10,278,755

PROPERTY AND EQUIPMENT		761,434			631,736

GOODWILL		8,001,728			7,905,746

INTANGIBLE ASSETS		167,449			347,586

DEFERRED INCOME TAX		-			109,000

OTHER		-			167,000

ASSETS USED IN DISCONTINUED OPERATIONS		647,033			-

TOTAL ASSETS	$	18,698,270		$	19,439,823

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Current maturities – notes payable	$	100,000		$	-
Accounts payable and accrued liabilities		1,035,865			1,733,844
Accounts payable – related parties		-			1,125,935
Accrued dividend payable		525,000			-
Deferred revenue		299,063			262,357
Liabilities from discontinued operations		41,550			-
TOTAL CURRENT LIABILITIES		2,001,478			3,122,136

LONG-TERM LIABILITIES
Notes payable less current maturities		187,500			-
Deferred income taxes		12,000			-
TOTAL LONG-TERM LIABILITIES		199,500			-

TOTAL LIABILITIES		2,200,978			3,122,136

SHAREHOLDERS' EQUITY
Series 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			100,000
Common stock, no par value, 240,000,000 shares authorized, 8,889,644 and 6,299,753 shares issued and outstanding		-			-
Additional paid-in capital		19,707,792			18,434,318
Retained earnings (deficit)		(3,310,500	)		(2,216,631	)
TOTAL SHAREHOLDERS’ EQUITY		16,497,292			16,317,687

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	18,698,270		$	19,439,823

See notes to condensed consolidated financial statements.

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)

	Three months ended						Nine months ended
	September 30, 2008 (Unaudited)			September 30, 2007 (Unaudited)			September 30, 2008 (Unaudited)			September 30, 2007 (Unaudited)
REVENUES
Payday loan fees	$	2,759,648		$	2,377,355		$	7,392,462		$	6,724,867
Check cashing fees		279,787			310,509			908,941			1,042,249
Guaranteed phone/Cricket fees		130,405			154,788			444,087			593,431
Title loan fees		22,849			-			22,849			-
Other fees		40,532			14,200			145,486			98,620
		3,233,221			2,856,852			8,913,825			8,459,167

STORE EXPENSES
Salaries and benefits		746,786			651,202			2,234,777			1,973,812
Provisions for loan losses		566,817			413,277			1,318,619			1,056,415
Guaranteed phone/Cricket cost of sales		50,247			87,999			223,550			344,398
Occupancy		245,708			184,785			675,257			559,223
Advertising		103,100			106,297			281,145			328,774
Depreciation		27,155			26,742			85,213			84,639
Amortization of intangible assets		101,130			182,898			317,168			601,441
Other		303,743			251,693			972,497			756,786
		2,144,686			1,904,893			6,108,226			5,705,488

INCOME FROM STORES		1,088,535			951,959			2,805,599			2,753,679

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		355,381			260,098			971,021			870,213
Depreciation		13,502			10,767			30,477			32,184
Other		284,123			94,284			1,125,680			284,110
		653,006			365,149			2,127,178			1,186,507

INCOME FROM CONTINUING OPERATIONS		435,529			586,810			678,421			1,567,172

INCOME TAX EXPENSE		158,000			221,000			273,900			588,000

NET INCOME BEFORE DISCONTINUED OPERATIONS		277,529			365,810			404,521			979,172

INCOME FROM DISCONTINUED OPERATIONS		52,197			-			76,611			-

NET INCOME		329,726			365,810			481,132			979,172

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)		(525,000	)		(525,000	)		(1,575,000	)		(1,575,000	)

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(195,274	)	$	(159,190	)	$	(1,093,868	)	$	(595,828	)

NET LOSS PER COMMON SHARE-BASIC AND DILUTED
Continuing operations	$	(0.03	)	$	(0.14	)	$	(0.14	)	$	(0.53	)
Discontinued operations		0.01			-			0.01			-
Net income per common share	$	(0.02	)	$	(0.14	)	$	(0.13	)	$	(0.53	)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING -
Basic and diluted		8,889,644			1,125,000			8,644,065			1,125,000

See notes to condensed consolidated financial statements.

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated)

Nine Months Ended September 30,	2008			2007
	(Unaudited)			(Unaudited)
OPERATING ACTIVITIES
Net Income	$	481,132		$	979,172
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		156,734			116,823
Amortization		422,543			601,440
Deferred income taxes		134,000			(417,000	)
Changes in operating assets and liabilities
Loans receivable		(546,249	)		8,637
Prepaid expenses and other assets		69,661			45,190
Accounts payable and accrued liabilities		(1,855,189	)		(33,971	)
Deferred revenue		45,695			(23,374	)
Cash provided by discontinued operations		-			-
Net cash provided (used) by operating activities		(1,091,673	)		1,276,917

INVESTING ACTIVITIES
Purchases of property, and equipment		(299,164	)		(106,281	)
Acquisition of stores, net of cash acquired		(344,447	)		-
Net cash used by investing activities		(643,611	)		(106,281	)

FINANCING ACTIVITIES
Payments on notes payable		-			(530,000	)
Collection on sales of stock		4,437,050			-
Cost of raising capital		(79,145	)		-
Dividends		(1,050,000	)		(674,920	)
Net cash provided (used) by financing activities		3,307,905			(1,204,920	)

NET INCREASE (DECREASE) IN CASH		1,572,621			(34,284	)

CASH
Beginning of period		984,625			1,265,460
End of period	$	2,557,246		$	1,231,176
Less: Cash of discontinued operations		(155,172	)		-
End of period, continuing operations	$	2,402,074		$	1,231,176

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid	$	-		$	649,971

Noncash investing and financing activities:
Dividend accrued	$	525,000		$	-
Stock issued for store acquisition		1,337,869
Notes issued for STEN acquisition		287,500

See notes to condensed consolidated financial statements.

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 nine month periods ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ended December 31, 2008. For further information, refer to the Consolidated Financial Statements and footnotes thereto included in our Form 10-K/A as of and for the year ended December 31, 2007. The condensed consolidated balance sheet at December 31, 2007, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP.

Nature of Business

Western Capital Resources, Inc. (WCR, formerly known as URON Inc.) through its wholly owned operating subsidiaries, Wyoming Financial Lenders, Inc. (WFL) and National Cash & Credit, LLC (NCC), collectively referred to as the “Company,” provides retail financial services to individuals in the midwestern and southwestern United States. These services include payday loans, title loans, check cashing and other money services. The Company also is a non-recourse reseller of guaranteed phone service and Cricket cellular phones. As of September 30, 2008, the Company operated 66 stores in 11 states (Nebraska, Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana, Colorado and Arizona). As of September 30, 2007, the Company operated in 53 stores in 10 states. The condensed consolidated financial statements include the accounts of WCR, WFL, and NCC. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company provides short-term consumer loans, commonly known as cash advance or “payday” loans, in amounts that typically range from $100 to $500. Cash advance loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and the customer’s personal check for the aggregate amount of the cash advanced plus a fee. The fee varies from state to state, based on applicable regulations and generally ranges from $15 to $22 per each whole or partial increment of $100 borrowed. To repay the cash advance loans, customers may pay with cash, in which their personal check is returned to them, or allow their check to be presented to the bank for collection.

The Company also provides title loans and other ancillary consumer financial products and services that are complementary to its cash advance-lending business, such as check-cashing services, money transfers, money orders and title loans. We also offer guaranteed phone/Cricket™ phones to our customers. We also offer guaranteed phone/Cricket TM phones to our customers. 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 services are subject to state regulations (which vary from state to state) and federal and local regulations, where applicable.

Pursuant to an Agreement and Plan of Merger and Reorganization dated December 13, 2007 (Merger Agreement), by and among WCR, WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the WCR, and WFL, WFL Acquisition Corp. merged with and into WFL, with WFL remaining as the surviving entity and a wholly owned operating subsidiary of the WCR. This transaction is referred to throughout this report as the “Merger.”

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

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect certain reported amounts and disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Significant management estimates relate to the allowance for loans receivable, allocation of and carrying value of goodwill and intangible assets, value associated with stock-based compensation, and deferred taxes and tax uncertainties.

Revenue Recognition

The Company recognizes fees on cash advance loans on a constant-yield basis ratably over the loans’ terms. Title loan fees are recognized using the interest method. The Company records fees derived from check cashing, guaranteed phone/Cricket fees, and all other services in the period in which the service is provided.

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 35% 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 – 35%; 31 to 60 days – 60%; 61 to 90 days – 75%; 91 to 120 days – 80%; and 121 to 180 days – 86%. All returned items are charged-off after 180 days, as collections after that date have not been significant. The loan loss allowance is reviewed monthly and any adjustment to the loan loss allowance as a result of historical loan performance, current and expected collection patterns and current economic trends is recorded. The Company uses a third party collection agency to assist in the collection of the loan collateral related to title loans, when and as the Company determines appropriate.

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

A rollforward of the Company’s loans receivable allowance for the nine months ended September 30, 2008 and 2007 is as follows:

	Nine Months Ended September 30,
	2008			2007

Loans receivable allowance, beginning of period	$	976,000		$	762,000
Provision for loan losses charged to expense		1,318,619			1,056,415
Charge-offs, net		(1,003,619	)		(891,415	)
Loans receivable allowance, end of period	$	1,261,000		$	927,000

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 of Series A Convertible Preferred Stock (10,000,000) and stock warrants (400,000) were anti-dilutive and therefore excluded from the dilutive net loss per share computation for the three and nine months ended September 30, 2008. Series A Convertible Preferred Stock (10,000,000) was anti-dilutive and therefore excluded for 2007.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements (as amended),” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstances. The effective date of this standard was for all full fiscal and interim periods beginning after November 15, 2007. The Company adopted SFAS 157 on January 1, 2008 with no impact on its condensed consolidated financial statements

In February 2008, the FASB issued Staff Position 157-2, Effective Date of FASB 157, (FSP 157-2) which deferred the provisions of SFAS 157 to annual periods beginning after November 15, 2008 for non-financial assets and liabilities. Non-financial assets include fair value measurements associated with business acquisitions and impairment testing of tangible and intangible assets. The Company is still evaluating the impact, if any, that the adoption of FSP 157-2 will have on its condensed consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities using different measurement techniques.

SFAS 159 requires additional disclosures related to fair value measurements included in the entity’s financial statements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company adopted SFAS 159 on January 1, 2008 with no impact on its condensed consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R (revised 2007), Business Combinations (SFAS 141R). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. SFAS 141R expands on required disclosures to improve the statement users’ abilities to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for fiscal year beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 141R to have a material effect on its condensed consolidated financial statements.

2.	Restatement –

Subsequent to the filing of our Annual Report on Form 10-K for the year ended December 31, 2007, management determined that the consolidated financial statements for the years ended December 31, 2007 and 2006, and subsequent interim reports for the quarterly periods through September 30, 2008 required restatement to correct errors related to allocation of purchase price to customer relationships as opposed to goodwill for historical acquisitions, correct an understatement of share-based compensation expense for fiscal year 2007 and re-categorize $175,000 of cost originally reported as a reduction of proceeds from common stock in the consolidated statements of shareholders’ equity to an expense in the consolidated statements of operations. The details of these items are as follows:

On December 31, 2007, we completed a reverse merger with WFL which included the purchase of certain intangible assets (customer lists). After revisiting certain assumptions and the analysis used in the initial valuation, management concluded that allocation of purchase price to customer lists from historical acquisitions should have been increased with a corresponding decrease to goodwill in the amount of $2,296,493. This resulted in an increase in amortization expense of $148,796 and $111,058 for the three month periods ended September 30, 2007 and 2008, respectively, and $499,136 and $302,444 for the nine month periods ended September 30, 2007 and 2008, respectively.

On November 29, 2007, we issued stock options and warrants to certain employees and nonemployees. After revisiting certain assumptions and the analysis used in the initial valuation management concluded that the valuation of the shares should have been recorded at $0.54 per share rather than $0.23 per share. This resulted in an increase in share-based compensation expense of $20,700 for the nine month period ended September 30, 2008.

On April 9, 2009, the Company’s Board of Directors concluded its internal review of certain expense reimbursements and certain other transactions. As a result of that review and the execution of a settlement agreement with the former CEO, the Company determined that $175,000 of cost originally reported, in the fourth quarter of 2007, as a reduction of proceeds from common stock in the consolidated statements of shareholders’ equity to an expense in the consolidated statement of operations.

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 in accordance with Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The following tables represent the effect of the restatement and discontinued operations:

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2007	Reported			Adjustment			As Restated
ASSETS

CURRENT ASSETS
Cash	$	984,625		$	-		$	984,625
Loans receivable (less allowance for losses of $976,000)		4,117,497			-			4,117,497
Stock subscriptions receivable		4,422,300			-			4,422,300
Prepaid expenses and other		92,333			-			92,333
Deferred income taxes		526,000			136,000			662,000
TOTAL CURRENT ASSETS		10,142,755			136,000			10,278,755

PROPERTY AND EQUIPMENT		631,736			-			631,736

GOODWILL		9,883,659			(1,977,913	)		7,905,746

INTANGIBLE ASSETS		90,926			256,660			347,586

DEFERRED INCOME TAX		-			109,000			109,000

OTHER		167,000			-			167,000

TOTAL ASSETS	$	20,916,076		$	(1,476,253	)	$	19,439,823

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,908,844		$	(175,000	)	$	1,733,844
Accounts payable - related parties		950,935		$	175,000			1,125,935
Deferred revenue		262,357			-			262,357
TOTAL CURRENT LIABILITIES		3,122,136			-			3,122,136

DEFERRED INCOME TAXES		545,000			(545,000	)		-

TOTAL LIABILITES		3,667,136			(545,000	)		3,122,136

SHAREHOLDERS' EQUITY
Series A convertible preferred stock		100,000			-			100,000
Common stock		-			-			-
Additional paid-in capital		17,639,318			795,000			18,434,318
Retained earnings (deficit)		(490,378	)		(1,726,253	)		(2,216,631	)
TOTAL SHAREHOLDERS’ EQUITY		17,248,940			(931,253	)		16,317,687

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	20,916,076		$	(1,476,253	)	$	19,439,823

CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2008	Reported			Adjustment			Discontinued Operations Adjustment			As Restated
ASSETS

CURRENT ASSETS
Cash	$	2,557,246		$	-		$	(155,172	)	$	2,402,074
Loans receivable (less allowance for losses of $1,261,000)		5,730,777			-			(926,070	)		4,804,707
Stock subscriptions receivable		-			-			-			-
Prepaid expenses and other		124,653			91,950			(26,470	)		190,133
Deferred income taxes		550,000			66,000			(55,000	)		561,000
Assets used in discontinued operations		-			-			1,162,712			1,162,712
TOTAL CURRENT ASSETS		8,962,676			157,950			-			9,120,626

PROPERTY AND EQUIPMENT		1,004,114			-			(242,680	)		761,434

GOODWILL		10,443,394			(2,296,493	)		(145,173	)		8,001,728

INTANGIBLE ASSETS		120,833			272,796			(226,180	)		167,449

DEFERRED INCOME TAX		-			33,000			(33,000	)		-

OTHER		-			-			-			-

ASSETS USED IN DISCONTINUED OPERATIONS		-			-			647,033			647,033

TOTAL ASSETS	$	20,531,017		$	(1,832,747	)	$	-		$	18,698,270

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Current maturities – notes payable	$	100,000		$	-		$	-		$	100,000
Accounts payable and accrued liabilities		1,034,476			33,950			(32,561	)		1,035,865
Accrued dividend payable		525,000			-			-			525,000
Deferred revenue		308,052			-			(8,989	)		299,063
Liabilities from discontinued operations		-			-			41,550			41,550
TOTAL CURRENT LIABILITIES		1,967,528			33,950			-			2,001,478

LONG-TERM LIABILITIES
Notes payable less current maturities		187,500			-			-			187,500
Deferred income taxes		747,000			(735,000	)		-			12,000
TOTAL LONG-TERM LIABILITIES		934,500			(735,000	)		-			199,500

TOTAL LIABILITES		2,902,028			(701,050	)		-			2,200,978

SHAREHOLDERS' EQUITY
Series A convertible preferred stock		100,000			-			-			100,000
Common stock		-			-			-			-
Additional paid-in capital		18,912,792			795,000						19,707,792
Retained earnings (deficit)		(1,383,803	)		(1,926,697	)		-			(3,310,500	)
TOTAL SHAREHOLDERS’ EQUITY		17,628,989			(1,131,697	)					16,497,292

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	20,531,017		$	(1,832,747	)	$	-		$	18,698,270

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended September 30, 2007	Reported			Adjustment			As Restated

REVENUES
Payday loan fees	$	2,377,355		$	-		$	2,377,355
Check cashing fees		310,509			-			310,509
Guaranteed phone/Cricket fees		154,788			-			154,788
Other fees		14,200			-			14,200
Total Revenue		2,856,852			-			2,856,852

STORE EXPENSES
Salaries and benefits		651,202			-			651,202
Provisions for loan losses		413,277			-			413,277
Guaranteed phone/Cricket cost of sales		87,999			-			87,999
Occupancy		184,785			-			184,785
Advertising		106,297			-			106,297
Depreciation		26,742			-			26,742
Amortization of intangible assets		34,102			148,796			182,898
Other		251,693			-			251,693
Total Store Expense		1,756,097			148,796			1,904,893

INCOME (LOSS) FROM STORES		1,100,755			(148,796	)		951,959

GENERAL & ADMINISTRATIVE EXPENSE
Salaries and benefits		260,098			-			260,098
Depreciation		10,767			-			10,767
Other		94,284			-			94,284
		365,149			-			365,149

INCOME (LOSS) FROM CONTINUING OPERATIONS		735,606			(148,796	)		586,810

INCOME TAX EXPENSE (BENEFIT)		277,000			(56,000	)		221,000

NET INCOME (LOSS)		458,606			(92,796	)		365,810

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(525,000	)		-			(525,000	)

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(66,394	)	$	(92,796	)	$	(159,190	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.06	)	$	(0.08	)	$	(0.14	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		1,125,000						1,125,000

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the nine months ended September 30, 2007	Reported			Adjustment			As Restated

REVENUES
Payday Loan fees	$	6,724,867		$	-		$	6,724,867
Check cashing fees		1,042,249			-			1,042,249
Guaranteed phone/Cricket fees		593,431			-			593,431
Other fees		98,620			-			98,620
Total Revenue		8,459,167			-			8,459,167

STORE EXPENSES
Salaries and benefits		1,973,812			-			1,973,812
Provisions for loan losses		1,056,415			-			1,056,415
Guaranteed phone/Cricket cost of sales		344,398			-			344,398
Occupancy		559,223			-			559,223
Advertising		328,774			-			328,774
Depreciation		84,639			-			84,639
Amortization of intangible assets		102,305			499,136			601,441
Other		756,786			-			756,786
Total Store Expense		5,206,352			499,136			5,705,488

INCOME FROM STORES		3,252,815			(499,136	)		2,753,679

GENERAL & ADMINISTRATIVE EXPENSE
Salaries and benefits		870,213			-			870,213
Depreciation		32,184			-			32,184
Other		284,110			-			284,110
		1,186,507			-			1,186,507

INCOME (LOSS) FROM CONTINUING OPERATIONS		2,066,308			(499,136	)		1,567,172

INCOME TAX EXPENSE (BENEFIT)		778,000			(190,000	)		588,000

NET INCOME (LOSS)		1,288,308			(309,136	)		979,172

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(1,575,000	)		-			(1,575,000	)

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(286,692	)	$	(309,136	)	$	(595,828	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.25	)	$	(0.27	)	$	(0.53	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		1,125,000						1,125,000

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

For the three months ended September 30, 2008	Reported			Adjustment			Discontinued Operations Adjustment			As Restated
REVENUES
Payday loan fees	$	3,031,301		$	-		$	(271,653	)	$	2,759,648
Check cashing fees		279,787			-			-			279,787
Guaranteed phone/Cricket fees		130,405			-			-			130,405
Title loan fees		211,719			-			(188,870	)		22,849
Other fees		40,682			-			(150	)		40,532
Total Revenue		3,693,894			-			(460,673	)		3,233,221

STORE EXPENSES
Salaries and benefits		862,987			-			(116,201	)		746,786
Provisions for loan losses		629,485			-			(62,668	)		566,817
Guaranteed phone/Cricket cost of sales		50,247			-			-			50,247
Occupancy		303,546			-			(57,838	)		245,708
Advertising		106,056			-			(2,956	)		103,100
Depreciation		45,111			-			(17,956	)		27,155
Amortization of intangible assets		35,233			111,058			(45,161	)		101,130
Other		377,439						(73,696	)		303,743
Total Store Expense		2,410,104			111,058			(376,476	)		2,144,686

INCOME (LOSS) FROM STORES		1,283,790			(111,058	)		(84,197	)		1,088,535

GENERAL & ADMINISTRATIVE EXPENSE
Salaries and benefits		355,381			-			-			355,381
Depreciation		13,502			-			-			13,502
Other		284,123			-			-			284,123
		653,006			-			-			653,006

INCOME (LOSS) FROM CONTINUING OPERATIONS		630,784			(111,058	)		(84,197	)		435,529

INCOME TAX EXPENSE (BENEFIT)		232,000			(42,000	)		(32,080	)		158,000

NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS		398,784			(69,058	)		(52,197	)		277,529

INCOME FROM DISCONTINUED OPERATIONS		-			-			52,197			52,197

NET INCOME (LOSS)		398,784			(69,058	)		-			329,726

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(525,000	)		-			-			(525,000	)

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(126,216	)	$	(69,058	)	$	-		$	(195,274	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED
Continuing operations	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Discontinued operations		-			-			0.01			0.01
Net income (loss) per common share	$	(0.01	)	$	(0.01	)	$	-		$	(0.02	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		8,889,644									8,889,644

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

For the nine months ended September 30, 2008	Reported			Adjustment			Discontinued Operations Adjustment			As Restated
REVENUES
Payday loan fees	$	7,905,942		$	-		$	(513,480	)	$	7,392,462
Check cashing fees		908,941			-			-			908,941
Guaranteed phone/Cricket fees		444,087			-			-			444,087
Title loan fees		433,359			-			(410,510	)		22,849
Other fees		145,973			-			(487	)		145,486
Total Revenue		9,838,302			-			(924,477	)		8,913,825

STORE EXPENSES
Salaries and benefits		2,473,834			1,453			(240,510	)		2,234,777
Provisions for loan losses		1,424,441			-			(105,822	)		1,318,619
Guaranteed phone/Cricket cost of sales		223,550			-			-			223,550
Occupancy		821,611			-			(146,354	)		675,257
Advertising		284,676			-			(3,531	)		281,145
Depreciation		126,257			-			(41,044	)		85,213
Amortization of intangible assets		120,099			302,444			(105,375	)		317,168
Other		1,131,327			-			(158,830	)		972,497
Total Store Expense		6,605,795			303,897			(801,466	)		6,108,226

INCOME (LOSS) FROM STORES		3,232,507			(303,897	)		(123,011	)		2,805,599

GENERAL & ADMINISTRATIVE EXPENSE
Salaries and benefits		951,774			19,247			-			971,021
Depreciation		30,477			-			-			30,477
Other		1,125,680			-			-			1,125,680
		2,107,931			19,247			-			2,127,178

INCOME (LOSS) FROM CONTINUING OPERATIONS		1,124,576			(323,144	)		(123,011	)		678,421

INCOME TAX EXPENSE (BENEFIT)		443,000			(122,700	)		(46,400	)		273,900

NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS		681,576			(200,444	)		(76,611	)		404,521

INCOME FROM DISCONTINUED OPERATIONS		-			-			76,611			76,611

NET INCOME		681,576			(200,444	)		-			481,132

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(1,575,000	)		-			-			(1,575,000	)

NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(893,424	)	$	(200,444	)	$			$	(1,093,868	)

NET LOSS PER COMMON SHARE – BASIC AND DILUTED
Continuing operations	$	(0.10	)		(0.04	)	$	-		$	(0.14	)
Discontinued operations	$	-			-		$	-		$	(0.01	)
Net income (LOSS) per common share	$	(0.10	)		(0.04	)	$	-		$	(0.13	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		8,644,065									8,644,065

3.	Acquisitions –

Acquisition of North Dakota Stores

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

Acquisition of National Cash & Credit

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

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

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

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

	2008

Cash	$	139,017
Loans receivable		850,577
Property and equipment		193,301
Intangible assets		468,850
Goodwill		240,879
Current liabilities		(63,837	)

	$	1,828,787

Acquisition of STEN Stores

On July 31, 2008, the Company purchased four payday loan and check cashing stores and an on-line lending website, which included all related assets including store level working capital, from Sten Corporation, a Minnesota corporation. Three of the stores are located in Salt Lake City, Utah and one store is located in Tempe, Arizona. The acquisition was completed through the Company’s subsidiary, WCR Acquisition Co., a Minnesota corporation. The purchase price of the acquisition was $287,500, financed through the issuance of seller notes and contingent consideration in the amount of 50% of net cash flows as discussed in the agreement. The contingent consideration is limited to the greater of 50% of net cash flows as described in the agreement (calculated and due annually) through July 31, 2012 or an aggregate of $800,000.

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

	2008

Cash	$	7,468
Loans receivable (net allowance of $54,000)		216,454
Property and equipment		36,647
Prepaid expenses and other current assets		26,931

	$	287,500

The results of the operations for the acquired locations have been included in the condensed consolidated financial statements since the date of the acquisitions. The following table presents the pro forma results of operations for the three and nine months ended September 30, 2008 and 2007, as if these acquisitions had been consummated at the beginning of each period presented. The pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would have occurred had the acquisition occurred at the beginning of the year presented or the results which may occur in the future.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007

Pro forma revenue		$	3,751,020		$	3,537,910	$	10,456,409		$	10,325,271
Pro forma net income			396,095			526,140		678,235			1,434,717
Pro forma net income (loss) per common share – basic and diluted		$	0.01		$	0.00	$	(0.10	) )	$	(0.12	)

4.	Shareholders’ Equity –

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

5.	Risks Inherent in the Operating Environment –

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

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

For the nine months ended September 30, 2008 and 2007, the Company had significant revenues by state as follows:

	2008 % of Revenues			2007 % of Revenues
Nebraska		29	%		33	%
North Dakota		13	%		12	%

6.	Dividend Declaration and Payment-

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

7.	Other Expense-

A breakout of other expense is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008		2007

Store expenses:
Insurance	$	29,750	$	17,846	$	75,544	$	61,040
Collection costs		73,349		66,397		201,022		160,672
Repairs & maintenance		48,408		16,759		121,712		61,200
Supplies		27,297		31,785		86,350		106,318
Telephone and utilities		65,610		62,000		199,773		183,430
Other		59,329		56,906		288,096		184,126
	$	303,743	$	251,693	$	972,497	$	756,786

General & administrative expenses:
Professional fees		164,575		31,079		853,947		40,950
Other		119,548		63,205		271,733		243,160
	$	284,123	$	94,284	$	1,125,680	$	284,110

8.	Subsequent Events-

Effective October 15, 2008, the Company entered into a Stock Purchase Agreement with PQH Wireless, Inc., a Nebraska corporation, and Mark Houlton, Charles Payne and John Quandahl, the three stockholders of PQH Wireless. Under the Stock Purchase Agreement, the stockholders sold all of the outstanding capital stock in PQH Wireless to the Company for a total purchase price of $3,035,000. The transaction was financed by a combination of cash and notes payable to the sellers.

The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties and indemnification obligations relating to those representations, warranties and covenants which survive until October 15, 2010.

Mark Houlton is a director of the Company and John Quandahl is the Company’s Chief Operating Officer. Because each of these individuals were stockholders of the Company, each had a direct material financial interest in PQH Wireless. The ownership of Messrs. Houlton and Quandahl in PQH Wireless and the material terms and conditions of the Stock Purchase Agreement were disclosed to the disinterested members of the Company’s audit committee, which approved the Stock Purchase Agreement and the transactions contemplated thereby.

PQH Wireless was formed approximately two years ago and owns and operates nine stores at locations in Missouri, Nebraska, and Texas as an authorized seller of Cricket cellular phones.

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. The Business Loan Agreement provides Wyoming Financial Lenders with a one-year revolving line of credit in an amount of up to $2,000,000. The Business Loan Agreement contained customary representations and warranties, and contained certain financial covenants (including the satisfaction of certain financial criteria as a condition to loan advances, such as current ratio and debt-to-adjusted-net-worth ratio).

The Business Loan Agreement involved the delivery by Wyoming Financial Lenders of a promissory note in favor of Banco Popular. Under the promissory note, interest on advanced amounts accrues at the per annum rate of one point over the Banco Popular North America Prime Rate (which rate is presently 4.5%). Initially, therefore, interest will accrue at the rate of 5.5%. Payments consisting solely of accrued interest will be made on a monthly basis beginning on November 29, 2008. All accrued and unpaid interest, together with all outstanding principal, will be due on October 30, 2009. Amounts advanced under the Business Loan Agreement are guaranteed by the Company and personally by Christopher Larson, our Chief Executive Officer. These guarantees are for payment and performance (not of collection), which means that Banco Popular may enforce either or both of the guarantees without having earlier exhausted its remedies against Wyoming Financial Lenders.

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

Restatement

As previously described in the “Explanation of our Restatement” preface to this amendment, we have restated our consolidated financial statements for the years ended December 31, 2007 and 2006, and subsequent interim reports for the quarterly periods through September 30, 2008, to correct errors related to the allocation of purchase price to customer relationships as opposed to goodwill for historical acquisitions, correct an understatement of share-based compensation expense for fiscal 2007 and re-categorize $175,000 of costs originally reported as a reduction of proceeds from common stock in the consolidated statement of shareholders’ equity to an expense in the consolidated statements of operations. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations has been updated to reflect the restatement and discontinued operations which is more fully described in Note 2 to our condensed consolidated financial statements. Except as amended to reflect the restatements previously described, the information in this Item 2 has not been updated and continues to speak as of the date of the original filing.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this Report on Form 10-Q/A are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Numerous factors, risks and uncertainties affect the Company’s operating results and could cause the Company’s actual results to differ materially from forecasts and estimates or from any other forward-looking statements made by, or on behalf of, the Company, and there can be no assurance that future results will meet expectations, estimates or projections. Further information regarding these and other risks is included in the “Risk Factors” section of our most recent Annual Report on Form 10-K for fiscal 2008.

Overview

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

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

Since the Merger, the Company (primarily through Wyoming Financial Lenders, Inc.) provides retail financial services to individuals in the mid-western and southwestern United States. These services include non-recourse Payday loans, check cashing and other money services. At the close of business on December 31, 2007, the Company owned and operated 52 stores in ten states (Colorado, Iowa, Kansas, Montana, Nebraska, North Dakota, South Dakota, Utah, Wisconsin and Wyoming). As of September 30, 2008, we owned and operated a total of 66 stores in the foregoing states and Arizona.

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

On October 15, 2008 (subsequent to the period covered by this report), we entered into a Stock Purchase Agreement with PQH Wireless, Inc., a Nebraska corporation, and Mark Houlton, Charles Payne and John Quandahl, the three stockholders of PQH Wireless. Under the Stock Purchase Agreement, the stockholders sold all of the outstanding capital stock in PQH Wireless to the Company for a total purchase price of $3,035,000. The transaction was financed by a combination of cash and notes payable to sellers. PQH was formed approximately two years ago and owns and operates nine stores at locations in Missouri, Nebraska, and Texas as an authorized seller of Cricket cellular phones.

We provide short-term consumer loans—known as cash advance or “Payday” loans—in amounts that typically range from $100 to $500. Cash advance loans provide customers with cash in exchange for a promissory note with a maturity of generally two to four weeks and the customer’s post-dated personal check for the aggregate amount of the cash advanced, plus a fee. Approximately 68% of our loan transactions are made for a period of up to four weeks and approximately 32% of our loan transactions involve loans whose initial maturities extend beyond four weeks. The fee we charge for a cash advance or “Payday” loan varies from state to state, based on applicable regulations, and generally ranges from $15 to $22 for each $100 borrowed. To repay the cash advance loans, customers may pay with cash, in which case their personal check is returned to them, or allow the check to be presented to the bank for collection. All of our loans and other services are subject to state regulations (which vary from state to state), federal regulations and local regulation, where applicable.

Our expenses primarily relate to the operations of our stores. The most significant expenses include salaries and benefits for our store employees, provisions for loan losses, occupancy expense for our leased real estate and advertising. Our other significant expenses are general and administrative, which includes compensation of employees, professional fees and stock-based compensation expenses and merger transaction expenses.

With respect to our cost structure, salaries and benefits are one of our largest costs and are driven primarily by the addition of branches throughout the year and growth in loan volumes. Our provision for losses is also a significant expense. We have experienced seasonality in our operations, with the first and fourth quarters typically being our strongest periods as a result of broader economic factors, such as holiday spending habits at the end of each year and income tax refunds during the first quarter.

We evaluate our stores based on revenue growth, gross profit contributions and loss ratio (which is losses as a percentage of revenues), with consideration given to the length of time the branch has been open and its geographic location. We evaluate changes in comparable branch financial and other measures on a routine basis to assess operating efficiency. We define comparable branches as those branches that are open during the full periods for which a comparison is being made. For example, comparable branches for the annual analysis we undertook as of December 31, 2007 have been open at least 24 months on that date. We monitor newer branches for their progress toward profitability and rate of loan growth.

We also have 10,000,000 shares of Series A Convertible Preferred Stock (10% cumulative dividends, $0.01 par value, $2.10 stated value) authorized, issued and outstanding. Our board of directors votes quarterly to approve this dividend in the amount of $525, which represents an annual cost to us of $2.1 million. The dividend can be paid either in cash or in shares of our common stock at the investor’s discretion. This dividend is calculated in to the net income or loss available to common stockholders.

Our obligation to pay dividends significantly impacts our cash flow and our ability to grow through acquisitions, which is the most significant way in which we expect to grow. For instance, our use of cash in satisfaction of the dividend payment obligations prevents us from using that cash as part of acquisition transactions. The present condition of the credit markets also makes it difficult for us to surmount this obstacle through borrowing. In addition, our use of cash in satisfaction of the dividend payment obligations makes it more difficult for us to manage our cash in a way that we will ensure the availability of cash for lending to our cash advance customers during the fall and winter months, which is typically the busiest time of year for payday lending.

According to the Community Financial Services Association of America (CFSA), industry analysts estimate that the industry has grown to approximately 22,000 payday loan branches in the United States and these branches extend approximately $40 billion in short-term credit to millions of households that experience cash-flow shortfalls between paydays. We believe our industry is highly fragmented as ten companies presently operate approximately 10,200 branches in the United States. With this industry growth and current fragmentation (discussed above), we believe there are opportunities to grow our business, primarily through acquisitions as opposed to organic growth. We are actively identifying possible store locations in numerous states in which we currently operate and evaluating the regulatory environment and market potential in the various states in which we currently do not have stores. In addition to expanding our geographic reach, our strategic expansion plans also involve the expansion and diversification of our product and service offerings. We believe that successful expansion, both geographically and product- and service-wise, will help to mitigate the regulatory and economic risk inherent in our business by making us less reliant on (i) cash advance lending alone and (ii) any particular aspect of our business that concentrated geographically.

The growth of the payday loan industry has followed, and continues to be significantly affected by, payday lending legislation and regulation in the various states and nationally. We actively monitor and evaluate legislative and regulatory initiatives in each of the states and nationally, and are involved with the efforts of the various industry lobbying efforts. To the extent that states enact legislation or regulations that negatively impacts payday lending, whether through preclusion, fee reduction or loan caps, our business could be adversely affected.

As of November 19, 2008, legislation was pending in Arizona which would have extended a law permitting cash advance loans. In the absence of such legislation, current law permitting cash advance loans was to “sunset” or expire at the end of 2009. In Nebraska, legislation was introduced to ban all cash advance loans in Nebraska. This bill was ultimately defeated. Nevertheless, since we derive approximately 36% (for the 12 months ended December 31, 2007) of our revenues in Nebraska, any subsequent attempts to pass similar legislation in Nebraska, or other legislation that would restrict our ability to make cash advance loans in Nebraska, would pose significant risks to our business.

In 2007, the federal government passed legislation (the 2007 Military Authorization Act) prohibiting the making of payday (cash advance) loans and title loans to members of the United States military. The law also prohibits creditors in general from charging more than 36% interest to military borrowers (in calculating the applicable rate of interest, all fees, service charges, renewal charges, credit insurance premiums or any other product sold with the loan must be included). Management does not believe that this 2007 law has materially affected or will materially affect the Company and its business. As with the various state legislatures, however, it is possible that the federal government may enact legislation or regulation that further restricts payday lending or title lending in general, which would undoubtedly affect our business in adverse ways.

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

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 notes in the portfolio. This methodology takes into account several factors, including the maturity of the store location and charge-off and recovery rates. The Company utilizes a software program to assist with the tracking of its historical portfolio statistics. As a result of the Company's collections efforts, it historically writes off approximately 35% of the returned items. Based on days past the check return date, write-offs of returned items historically have tracked at the following approximate percentages: 1 to 30 days - 35%; 31 to 60 days - 60%; 61 to 90 days - 75%; 91 to 120 days - 80%; and 121 to 180 days - 85%. All returned items are charged-off after 180 days, as collections after that date have not been significant. The loan loss allowance is reviewed monthly and any adjustment to the loan loss allowance as a result of historical loan performance, current and expected collection patterns and current economic trends is recorded. The Company uses a third party collection agency to assist in the collection of the loan collateral related to title loans, when and as the Company determines appropriate.

Valuation of long-lived and Intangible Assets

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

Share-Based Compensation

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

During 2007, we granted 1,600,000 shares of restricted stock options and warrants to certain of our employees and non-employees. There were 11 recipients of these grants. These options and warrants vested upon the successful completion of the Merger on December 31, 2007. We estimated that the grant date fair market value of these restricted options and warrants totaled $864,000 ($0.54 per share) at the time of issuance. The market price of our common stock on November 29, 2007 (the date of issuance) was $1.80, and the exercise price for all of those options and warrants was $0.01 per share. During 2007, we also granted warrants to a Company adviser for the purchase of up to 400,000 common shares at $0.01 per share. These warrants vested upon the successful completion of the merger on December 31, 2007. We estimated that the grant date fair market value of these restricted warrants totaled $216,000 at the time of issuance ($0.54 per share). These warrants had not been exercised as of November 19, 2008.

The table below summarizes information about the above-referenced grants of options and warrants:

Recipient (security type)	Date	Share-Based Compensation Expense
Steven Staehr (option)	11/29/2007		$297,000
David Stueve (option)	11/29/2007		$135,000
Rich Horner (option)	11/29/2007		$54,000
Ted Dunham (option)	11/29/2007		$54,000
Rose Piel (option)	11/29/2007		$13,500
Brian Chaney (option)	11/29/2007		$13,500
John Quandahl (option)	11/29/2007		$216,000
John Richards (option) *	11/29/2007		$54,000
Tom Griffith (option) *	11/29/2007		$13,500
Lantern Advisors, LLC (warrant)	11/29/2007		$216,000
Donna Mendez (warrant)	11/29/2007		$8,100
Robert Jorgenson (warrant)	11/29/2007		$5,400

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

For the three month period ended September 30, 2008, net income was $330,000 compared to net income of $366,000 for the three months ended September 30, 2007. During the three months ended September 30, 2008, income before income taxes was $436,000 compared to income before income taxes of $587,000 for the three months ended September 30, 2007. The major components of each of revenues, store expenses, general and administrative expenses, total operating expenses and income tax expense are discussed below.

Revenues

Revenues totaled $3.23 million for the three months ended September 30, 2008 compared to $2.86 million for the three months ended September 30, 2007. This increase resulted from the increase in the number of stores operating during the 2008 interim period due to our acquisition of five stores in North Dakota operating under the name “Ameri-Cash,” the acquisition of National Cash & Credit, LLC and the acquisition of four stores from the “STEN” acquisition. During the three-month period ended September 30, 2008 we originated approximately $20.5 million in cash advance loans compared to $16.2 during the 2007 interim period. Our average loan (including fee) totaled approximately $361 during the period ended September 30, 2008 versus $333 in the 2007 interim period. Our average fee rate for the three months ended September 30, 2008 was $53 compared to $49 for the 2007 interim period. Revenues from check cashing, title loan, guaranteed phone/Cricket phone fees, and other sources totaled $474,000 and $479,000 for the three month periods ended September 30, 2008 and 2007, respectively.

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

	Three Months Ended September 30,				Three Months Ended September 30,
	2008		2007		2008			2007
					(percentage of revenues)
Payday loan fees	$	2,759,648	$	2,377,355		85.4	%		83.2	%
Check cashing fees		279,787		310,509		8.7	%		10.9	%
Guaranteed phone/Cricket fees		130,405		154,788		4.0	%		5.4	%
Title loan fees		22,849		-		0.7	%		0	%
Other fees		40,532		14,200		1.2	%		0.5	%
Total	$	3,233,221	$	2,856,852		100.0	%		100.0	%

Store Expenses

Total expenses associated with store operations for the three months ended September 30, 2008 were $2.14 million compared to $1.90 million for the three months ended September 30, 2007. The most significant components of these expenses were salaries and benefits, provisions for loan losses, guaranteed phone/Cricket costs of sales, occupancy costs, advertising expenses, depreciation of store equipment, amortization of intangible assets and other expenses associated with store operations.

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

Salaries and Benefits. Payroll and related costs at the store level were $747,000 compared to $651,000 for the periods ended September 30, 2008 and 2007, respectively. Increased salaries and benefits expense resulted from of our addition of several store locations. We expect that, with anticipated continued store growth, these salaries and benefits expenses will continue to increase.

Provisions for Loan Losses. For the three months ended September 30, 2008 our provisions for loan losses were $567,000. For the three months ended September 30, 2007 such provisions were $413,000. Our provisions for loan losses represented approximately 20.5% and 17.4% of our loan fee revenue for the three months ended September 30, 2008 and 2007, respectively. We are currently experiencing a more challenging collections environment mainly reflected by increased bankruptcy filings, higher energy and other prices. Presently, we do not foresee any certain end to the current economic downturn and as a result we expect higher loan losses during fiscal 2008 than those we experienced during 2007.

Guaranteed phone/Cricket. Guaranteed phone/Cricket costs (reflecting costs of sales of such items) decreased from $88,000 for the three months ended September 30, 2007 to $50,000 for the three months ended September 30, 2008, a decrease of $38,000. This decrease has followed our expectations that our guaranteed phone/Cricket phone line of business will become increasingly less significant to our overall revenues as consumers move away from home phones in general (which is where the guaranteed phone/Cricket phone product is used) toward cell phones. By the end of fiscal 2008, we do not expect that this line of business will be significant.

Occupancy Costs. Occupancy expenses, comprised mainly of store leases, were $246,000 for the three months ended September 30, 2008 versus $185,000 for the three months ended September 30, 2007. The increase in our occupancy expenses relates to our acquisitions and operation of more stores during the most recent three-month period. In general, as we pursue a growth by small acquisitions strategy, we expect this trend to continue for the foreseeable future.

Advertising. Advertising and marketing expenses were $103,000 during the three-month period ended September 30, 2008 as compared to $106,000 during the three-month period ended September 30, 2007. In general, we expect that our marketing and advertising expenses for fiscal 2008 will remain relatively stable but will increase overall, as compared to fiscal 2007, if we are successful in implementing our acquisition strategy during the year.

Depreciation. Depreciation, relating to store equipment and capital expenditures for stores, increased from $27,200 for the three months ended September 30, 2007 to $26,700 for the three months ended September 30, 2008.

Amortization of Intangible Assets. Amortization of intangible assets was slightly higher for the two interim periods, being $101,000 for the three months ended September 30, 2008 versus $183,000 for the three months ended September 30, 2007. The significant increase in amortization in 2008 was due to the change in customer relationships recorded as an intangible asset rather than goodwill.

Other. Other expenses were $304,000 for the three months ended September 30, 2008 versus $252,000 for the three months ended September 30, 2007 primarily due higher costs associated with operating a higher number of stores on a year over year basis.

General and Administrative Expenses

Total general and administrative costs for the three months ended September 30, 2008 were $653,000 compared to $365,000 for the period ended September 30, 2007. For the three-month period ended September 30, 2008, the major components of these costs were salaries and benefits for our corporate headquarters operations and executive management, depreciation of certain headquarters-related equipment, and utilities, office supplies and other minor costs, professional fees for accounting and legal services (collectively grouped as “other” costs). A discussion of the various components of our general and administrative costs for the three months ended September 30, 2008 and 2007 appears below:

Salaries and Benefits. Salaries and benefits expenses for the three months ended September 30, 2008 were $355,000, an $95,000 increase from the $260,000 in such expenses during period ended September 30, 2007. The increase resulted mainly from headquarters and management employees being slightly higher for the period ended September 30, 2008 then they were for the corresponding period ended September 30, 2007. This slight increase is mainly due to our addition of employees since the Merger.

Depreciation. Depreciation for the period ended September 30, 2008 compared to September 30, 2007 was $13,500 and $10,800, respectively. Depreciation relates primarily to equipment and capital improvements at the Company’s corporate headquarters.

Other General and Administrative Expenses. Other general and administrative expenses, which includes professional fees for accounting and legal services, consulting services related to Sarbanes-Oxley compliance, utilities, office supplies, collection costs and other minor costs associated with corporate headquarters activities, aggregated to $284,000 for the three months ended September 30, 2008 versus $94,000 for the three months ended September 30, 2007. We do not expect these types of costs to decrease to their fiscal 2007 levels, as most of them are attributed to efforts to comply with various rules and regulations applicable to public reporting companies.

Total Operating Expenses

Our total operating expenses for the three months ended September 30, 2008 were $2.80 million compared to $2.27 million for the comparable period for 2007. Overall, the $530,000 increase in operating expenses were mainly attributed to our growth in the number of operating stores and increased costs associated with being a public reporting company.

Income Tax Expense

Income tax expense for the period ended September 30, 2008 was $158,000 compared to income tax expense of $221,000 for the period ended September 30, 2007, which decreased primarily as a result of our income before taxes for the 2008 period of $436,000 versus income before taxes for the 2007 period of $587,000.

Discontinued Operations

Income from discontinued operations was $52,197 for the nine months ended September 30, 2008.

Results of Operations - Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

For the nine month period ended September 30, 2008, net income was $481,132 compared to net income of $979,000 for the nine months ended September 30, 2007. During the nine months ended September 30, 2008, income before income taxes was $678,000 compared to income before income taxes of $1.57 million for the nine months ended September 30, 2007. The major components of each of revenues, store expenses, general and administrative expenses, total operating expenses and income tax expense, as restated, are discussed below.

Revenues

Revenues totaled $8.91 million for the nine months ended September 30, 2008 compared to $8.46 million for the nine months ended September 30, 2007. This increase resulted from the increase in the number of stores operating during the 2008 interim period due to our acquisition of five stores in North Dakota operating under the name “Ameri-Cash,” the acquisition of National Cash & Credit, LLC and the acquisition of four stores from the “STEN” acquisition. During the nine-month period ended September 30, 2008 we originated approximately $54.2 million in cash advance loans compared to $45.9 million during the 2007 interim period. Our average loan (including fee) totaled approximately $351 during the period ended September 30, 2008 versus $334 in the 2007 interim period. Our average fee rate for the nine months ended September 30, 2008 was $52 compared to $49 for the 2007 interim period. Revenues from check cashing, title loans, guaranteed phone/Cricket phone fees, and other sources totaled $1.52 million and $1.73 for the nine month periods ended September 30, 2008 and 2007, respectively.

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

	Nine Months Ended September 30,				Nine Months Ended September 30,
	2008		2007		2008			2007
					(percentage of revenues)
Loan Fees	$	7,392,462	$	6,724,867		83.0	%		79.5	%
Check cashing fees		908,941		1,042,249		10.2	%		12.3	%
Guaranteed phone/Cricket fees		444,087		593,431		5.0	%		7.0	%
Title loan fees		22,849		-		0.2	%		0	%
Other fees		145,486		98,620		1.6	%		1.2	%
Total	$	8,913,825	$	8,459,167		100.0	%		100.0	%

Store Expenses

Total expenses associated with store operations for the nine months ended September 30, 2008 were $6.11 million compared to $5.71 million for the nine months ended September 30, 2007. The most significant components of these expenses were salaries and benefits, provisions for loan losses, guaranteed phone/Cricket costs of sales, occupancy costs, advertising expenses, depreciation of store equipment, amortization of intangible assets and other expenses associated with store operations.

Our most significant increases in store expenses from the two interim periods related to salaries and benefits for our store employees, provisions for loan losses, and our costs of occupancy. As with our fiscal year-end results, guaranteed phone/Cricket phone costs of sales showed continued reductions in expense resulting from slowing guaranteed phone/Cricket phone sales overall. In the nine months ending September 30, 2008 we also modestly decreased advertising expenses. A discussion of the various components of our store expenses for the nine months ended September 30, 2008 and 2007 appears below.

Salaries and Benefits. Payroll and related costs at the store level were $2.23 million compared to $1.97 million for the nine months ended September 30, 2008 and 2007, respectively. Increased salaries and benefits expense resulted from of our addition of several store locations. We expect that, with anticipated continued store growth, these salaries and benefits expenses will continue to increase.

Provisions for Loan Losses. For the nine months ended September 30, 2008 our provisions for loan losses were $1.32 million. For the nine months ended September 30, 2007 such provisions were $1.06 million. Our provisions for loan losses represented approximately 17.8% and 15.7% of our loan fee revenue for the nine months ended September 30, 2008 and 2007, respectively. We believe that the increased loss ratio for the comparable periods results from both our increased store count, since the processes of integrating acquired store locations frequently involves some amount of time before store management had adopted and implemented our protective pre-transaction measures, and a more challenging consumer collections environment in general. The more challenging environment is mainly reflected by increased bankruptcy filings, higher energy and other prices. Presently, we do not foresee any certain end to the current economic downturn and as a result we expect higher loan losses during fiscal 2008 than those we experienced during 2007.

Guaranteed phone/Cricket. Guaranteed phone/Cricket costs (reflecting costs of sales of such items) decreased from $344,000 for the nine months ended September 30, 2007 to $224,000 for the nine months ended September 30, 2008, a decrease of $120,000. This decrease has followed our expectations that our guaranteed phone/Cricket phone line of business will become increasingly less significant to our overall revenues as consumers move away from home phones in general (which is where the guaranteed phone/Cricket phone product is used) toward cell phones. By the end of fiscal 2008, we do not expect that this line of business will be significant.

Occupancy Costs. Occupancy expenses, comprised mainly of store leases, were $675,000 for the nine months ended September 30, 2008 versus $559,000 for the nine months ended September 30, 2007. The increase in our occupancy expenses relates to our acquisitions and operation of more stores during the most recent six-month period. In general, as we pursue a growth by small acquisitions strategy, we expect this trend to continue for the foreseeable future.

Advertising. Advertising and marketing expenses were $281,000 during the nine month period ended September 30, 2008 as compared to $329,000 during the nine month period ended September 30, 2007. We have made a concerted effort to reduce our advertising expenses, the decrease in advertising and marketing expenses primarily results from the timing of payments. In general, we expect that our marketing and advertising expenses for fiscal 2008 will remain relatively stable but will increase overall, as compared to fiscal 2007, if we are successful in implementing our acquisition strategy during the year.

Depreciation. Depreciation, relating to store equipment and capital expenditures for stores, remained fairly equal at $85,000 for the nine months ended September 30, 2007 and nine months ended September 30, 2008.

Amortization of Intangible Assets. Amortization of intangible assets was roughly equivalent for the two interim periods, being $317,000 for the nine months ended September 30, 2008 versus $601,000 for the nine months ended September 30, 2007. This is primarily due to the change in recording of our customer relationships as intangible assets.

Other. Other expenses were $972,000 for the nine months ended September 30, 2008 versus $757,000 for the nine months ended September 30, 2007 primarily due higher costs associated with operating a higher number of stores on a year over year basis.

General and Administrative Expenses

Total general and administrative costs for the nine months ended September 30, 2008 were $2.13 compared to $1.19 million for the nine months ended September 30, 2007. For the nine-month period ended September 30, 2008, the major components of these costs were salaries and benefits for our corporate headquarters operations and executive management, depreciation of certain headquarters-related equipment, and utilities, office supplies and other minor costs, professional fees for accounting and legal services (collectively grouped as “other” costs). A discussion of the various components of our general and administrative costs for the nine months ended September 30, 2008 and 2007 appears below.

Salaries and Benefits. Salaries and benefits expenses for the nine months ended September 30, 2008 were $971,000, an increase of $101,000 over the $870,000 in such expenses during period ended September 30, 2007. Our payment cost for headquarters and management employees are slightly higher for the period ended September 30, 2008 then they were for the corresponding period ended September 30, 2007. This increase is mainly due to our addition of employees since the Merger.

Depreciation. Depreciation for the period ended September 30, 2008, in the amount of $31,000, and $32,000 for the period ended September 30, 2007. Depreciation relates primarily to equipment and capital improvements at the Company’s corporate headquarters.

Other General and Administrative Expenses. Other general and administrative expenses, which includes professional fees for accounting and legal services, consulting services related to Sarbanes-Oxley compliance, utilities, office supplies, collection costs and other minor costs associated with corporate headquarters activities, aggregated to $1.12 million for the nine months ended September 30, 2008 versus $284,000 for the nine months ended September 30, 2007. We do not expect these types of costs to decrease to their fiscal 2007 levels, as most of them are attributed to efforts to comply with various rules and regulations applicable to public reporting companies.

Total Operating Expenses

Our total operating expenses for the nine months ended September 30, 2008 were $8.24 million compared to $6.89 million for the comparable period for 2007. Overall, the $1.35 million increase in operating expenses were mainly attributed to our growth in the number of operating stores and increased costs associated with being a public reporting company.

Income Tax Expense

Income tax expense for the period ended September 30, 2008 was 274,000 compared to income tax expense of $588,000 for the period ended September 30, 2007, which decreased primarily as a result of our income before taxes for the 2008 period of $678,000 versus income before taxes for the 2007 period of $1,567,000.

Discontinued Operations

See Note 2, “Restatement” for information regarding the specific impacts of the discontinued operations to our consolidated balance sheets and consolidated statements of income.

Liquidity and Capital Resources

Summary cash flow data is as follows:

	Nine Months Ended September 30,
	2008				2007

Cash flows provided (used) by :
Operating activities		$	(1,091,673	)		$	1,276,917
Investing activities			(643,611	)			(106,281	)
Financing activities			3,307,905				(1,204,920	)
Net increase in cash			1,572,621				(34,284	)
Cash, beginning of period			984,625				1,265,460
Cash, end of period		$	2,557,246			$	1,231,176

At September 30, 2008 we had cash of $2.40 million compared to cash of $984,000 on December 31, 2007. The increase results mainly from our receipt of cash in the private placement transaction that closed simultaneously with the Merger. For fiscal year 2008, we believe that our available cash, combined with expected cash flows from operations, will be sufficient to fund our liquidity and capital expenditure requirements during fiscal 2008. Our expected short-term uses of cash include funding of operating activities, anticipated increases in payday loans, dividend payments on our Series A preferred stock (to the extent approved by the Board of Directors), and the financing of expansion activities, including new store openings and store acquisitions.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2008.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

During the course of their audit of our consolidated financial statements for fiscal 2007, our independent registered public accounting firm, Lurie Besikof Lapidus & Company, LLP, advised management and the audit committee of our Board of Directors that they had identified a material weakness. The material weakness relates to the lack of segregation of duties within the financial processes in the Company.

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

In addition, subsequent to the fiscal quarter covered by this report, but prior to the filing of this Form 10-Q/A, several remedial measures were identified and implemented in response to the conclusion reached by our Chief Executive and Chief Financial Officer that, as of December 31, 2008, our disclosure controls and procedures were not effective. For further information relating to our assessment of disclosure controls and procedures generally, and our internal control over financial reporting more particularly, including our remediation plan, see our Annual Report on Form 10-K for fiscal year ended December 31, 2008 filed contemporaneously with this Form 10-Q/A.

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in our Current Report on Form 8-K filed with the SEC on January 7, 2008, and in our Registration Statement on Form S-1 (including all amendments) (333-150914). Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results.

Recently legislation introduced into the U.S. Senate would, if passed into law, materially and adversely affect our business and threaten the viability of the Company.

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 anywhere in the United States. The bill is intended to limit the charges and fees payable in connection with payday lending, and it is modeled after a similar law that was passed in 2007 with respect to the U.S. military. Under that law (contained in the 2007 Military Authorization Act), no extensions of credit to U.S. military personnel may be made at an actual or imputed rate of annual interest exceeding 36%. 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. The passage of this bill into law 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.

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

None.

Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information

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. The Business Loan Agreement provides Wyoming Financial Lenders with a one-year revolving line of credit in an amount of up to $2,000,000. The Business Loan Agreement contained customary representations and warranties, and contained certain financial covenants (including the satisfaction of certain financial criteria, as a condition to loan advances, such as current ratio and debt-to-adjusted-net-worth ratio).

Defaults occur under the Business Loan Agreement in the event of:

Default in payment

Default by Wyoming Financial Lenders under the Business Loan Agreement or any of the other agreements entered into in connection with the Business Loan Agreement

Default under any other material agreement to which Wyoming Financial Lenders or any guarantor is a party

Insolvency of Wyoming Financial Lenders

An adverse change in the financial condition of Wyoming Financial Lenders

Defective collateralization or the commencement of creditor proceedings against borrower or against any collateral securing the obligations under the Business Loan Agreement, or

A change in control of more than 25% of the common stock of 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.

In connection with the Business Loan Agreement, both Wyoming Financial Lenders and the Company granted security to Banco Popular. In particular, Wyoming Financial Lenders granted Banco Popular a security interest in substantially all of its assets, and the Company pledged its ownership (i.e., shares of common stock) in Wyoming Financial Lenders.

Item 6. Exhibits

Exhibit		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith ).

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

SIGNATURES

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

Dated: May 4, 2009	Western Capital Resources, Inc.
	(Registrant)

	By:	/s/ John Quandahl
		John Quandahl
		Chief Executive Officer, Chief Operating Officer and Interim Chief Financial Officer