The short-term consumer loans we provide are commonly referred to as “cash advance loans,” “payday loans,” or “deferred deposit advances.” Such loans are referred to as “payday loans” because they are typically made to borrowers who, at the time of the loan transaction, have no available cash and promise to repay the loan out of their next paycheck. In some cases, these same types of loans are referred to as “deferred deposit advances” because the borrowers, instead of funding repayment of the loan out of a paycheck, promise to repay the loan with their next regular fixed-income payment, such as a social security check.

Nearly all of the loans we make are “payday loans” where the borrower provides us with a post-dated check. All checks are drawn upon the borrowers bank (we do not accept third-party checks). We make very few “deferred deposit advance” loans, and we estimate that fewer than one percent of our total loans during fiscal 2007 were loans of this type. Because nearly all of our loan transactions are “payday loans,” nearly all of our customers are employed at the time of the ~~loan~~loan. We require reasonable proof of employment as a condition to obtaining a loan. Ordinarily, we deem items such as a recent pay stub and a bank statement evidencing periodic payroll deposits as sufficient for this purpose. In addition, all of our customers must have an active bank account as a prerequisite to obtaining a “payday loan” from us. AsAll of ~~March 31,~~our cash advance loans are made in cash. At June 30, 2008, we had ~~outstanding payday loans~~an aggregate of $ 3,312,194 in ~~the aggregate~~loan principal ~~amount of approximately $3,076,245, with related~~due to us, and $572,698 in cash advance fees due to us. At that date we also had an aggregate of ~~approximately $533,692.~~$741,695 in uncollectible loans. For fiscal 2007, we had an aggregate of $1,367,908 in uncollectible loans.

We charge fees for the loans we provide that vary by state-to-state, as do the maximum fees chargeable under state laws. We do not charge interest in connection with our loans. If, however, we calculate the loan fees we charge as an annual percentage rate of interest, such rate would range from 120% for a 60-day loan transacted in Wyoming (on the low end) to approximately 520% for a 14-day loan in most other states (on the high end), with the average actual loan fees we charge involving an imputed annual percentage rate of approximately 343%. Currently, we do not charge the maximum fee permitted in all of the states where we operate. We do, however, charge a uniform fee for all transactions processed in any particular state that involve the same range of cash advance amounts and same term. The table below sets forth the uniform fees we charge in the states where we operate:

	Fees	APR (%) of Interest on a 30-day $100 loan⁽¹⁾
Arizona	$17.50 per $100 advanced	212.917%
Colorado	$20.00 on first $300 advanced; $7.75 per $100 advanced (up to $500)	243.333%
Iowa	$15.00 on first $85 advanced; 11.1111% fee on additional amounts up to $445	202.818%
Kansas	$15.00 per $100 advanced	182.500%
Montana	Average fee of $20.54 per $100 advanced (maximum fee of $61.62)	279.830%
Nebraska	$17.50 per $100 advanced	212.917%
North Dakota	$20.00 per $100 advanced	243.333%
South Dakota	$20.00 per $100 advanced	243.333%
Utah	$20.00 per $100 advanced	243.333%
Wisconsin	$22.00 per $100 advanced	267.667%
Wyoming	Average fee of $20.54 per $100 advanced (maximum fee of $192.84)	365.000%

(1) Assumes that fees are calculated as an interest rate.

Ordinarily, our customers approach us for a loan because they do not at that time have funds sufficient to meet their present obligations, and so rarely if ever do our customers have sufficient funds in their checking accounts to cover the personal post-dated checks they provide us at the time of the loan transaction. The nature of these loan transactions present a number of risks, including the ultimate risk that the loan will not be paid back. We do not obtain security for our payday loans principally because, even assuming our customers would have potential collateral to offer as security for our loans, the small size of the each particular lending transaction does not justify the time, effort and expense of identifying potential collateral for security and obtaining a security interest in such collateral. As a consequence, our loans are unsecured and our borrowers are only personally liable to repay our cash advance loans. This means that, absent court or other legal action compelling them to repay our loans, we rely principally on the willingness and ability of our customers to repay our loans cash advance. In many cases, the costs of attempting to collect amounts exceeds the amounts which we would seek to collect, which makes it impractical to take formal legal action against a defaulted borrower. In the year ended December 31, 2007, approximately 6% of the personal post-dated checks we received in connection with cash advance loans were returned for insufficient funds.

In the fiscal year ended December 31, 2007, we made approximately 202,597 loan transactions. Of these transactions, approximately 83.3% were paid in full at or prior to the expiration of their original loan term, and such transactions represented approximately 89% of our loan fee revenues for such period. Another 10.7% of these transactions were refinanced, extended, renewed or otherwise paid after the expiration of their original loan term, and such transactions represented approximately 11% of our loan fee revenues for such period. As indicated above, approximately 6% of the personal post-dated we received in connection with payday loans were returned for insufficient funds.

In cases where a borrower fails to pay a loan when due, the terms of our loans do not include the charge of any additional interest, penalties or fees. In cases where a borrower’s post-dated personal check is returned for insufficient funds, we normally assess a flat fee that varies by state but which currently ranges from $15 to $30. In most states, extending or refinancing a “payday loan” is prohibited. Nevertheless, a small number of states in which we operate permit a loan to be extended or refinanced for a specified period. These states are Colorado, South Dakota, North Dakota, Utah and Wisconsin. The maximum number of times a customer may extend or refinance a payday loan varies state-by-state. Colorado and North Dakota permit only one extension. South Dakota permits four. Utah and Wisconsin have no limits. A customer in these jurisdictions may rollover or extend a loan any number of times up to these limits. These limits constituted the range of the number of times loans were rolled over or extended in these jurisdictions. Upon each “roll over” or extension of a loan, we treat that rollover or extension as a brand new loan and we charge (again) the applicable fee for that transaction. Of the payday loans we made during fiscal 2007 that were extended or refinanced, the average number of times they were refinanced was 3.76 times. In fiscal 2007, the terms (lengths) of the loans that were rolled over and extended in these jurisdictions, to the extent we generated fees, ranged from 1-45 days in Colorado, 1-60 days in North Dakota, 1-120 days in South Dakota, 1-84 days in Utah, and 1-240 days in Wisconsin. On average, we rolled over or extended the term of 41.31% of our loans in these five states, including 11% of our loans in Colorado, 22% of our loans in North Dakota, 42% of our loans in South Dakota, 58% of our loans in Utah and 68% of our loans in Wisconsin. We occasionally make multiple loans to a single customer if permitted by applicable law and regulations. Based on our outstanding loans as of December 31, 2007, approximately 5.7% of our customers had more than one loan outstanding. In these cases, the average number of separate loans outstanding was two and the average aggregate principal amount loaned was approximately $500.

Reverse Merger Transaction

Pursuant to an Agreement and Plan of Merger and Reorganization dated December 13, 2007 (referred to throughout this prospectus as the “Merger Agreement”), by and among URON Inc., WFL Acquisition Corp., a Wyoming corporation and then our wholly owned subsidiary, and Wyoming Financial Lenders, Inc., a Wyoming corporation, WFL Acquisition Corp. merged with and into Wyoming Financial Lenders, Inc., with Wyoming Financial Lenders, Inc. remaining as the surviving entity and our wholly owned operating subsidiary. This transaction is referred to throughout this prospectus as the “Merger.” The Merger became effective as of the close of business on December 31, 2007.

At the effective time of the Merger, the legal existence of WFL Acquisition Corp. ceased and all shares of capital stock of Wyoming Financial Lenders, Inc. that were outstanding immediately prior to the Merger were cancelled, with one share of common stock of such corporation issued to the Company. Simultaneously, WERCS (a Wyoming corporation and the former sole holder of capital stock of Wyoming Financial Lenders, Inc.) received:

1,125,000 shares of our common stock, representing approximately 17.9% of our common stock outstanding immediately after the Merger, and

10,000,000 shares of our newly created preferred stock, designated as “Series A Convertible Preferred Stock,” which is presently convertible into our common stock on a share-for-share basis, subject to adjustment.

On an aggregate and as-if-converted basis, WERCS received and held 11,125,000 common shares representing approximately 68.2% of our common stock immediately after the Merger. In addition, WERCS received a cash payment of $278,845 in return of capital. Each share of our Series A Convertible Preferred Stock has a stated value of $2.10. Upon any event resulting in the redemption of such shares or our liquidation, each holder of shares of Series A Convertible Preferred Stock would be entitled to receive $2.10 per preferred share, plus accrued but unpaid dividends. Based on the foregoing, the shares of Series A Convertible Preferred Stock issued in the Merger had an approximate aggregate value of $21 million. The shares of our common stock issued in the Merger had an approximate aggregate value of $1,350,000. Accordingly, and after considering the return of capital payment issued to WERCS in connection with the Merger, the total consideration issued to WERCS in the Merger aggregated approximately $22,628,845 million. We incurred approximately $1.5 million in Merger-related expenses.

We engaged in the Merger to acquire the business of Wyoming Financial Lenders, Inc., having met with the management of such company and investigated their business. Prior to the Merger, our business consisted of providing dial-up internet service to residential and commercial customers, principally in the Midwestern United States, Texas, South Carolina and Florida. Because of the proliferation of more advanced and attractive alternatives to dial-up modems for accessing the Internet, URON’s business was rapidly dwindling.

As indicated above, the Merger resulted in our acquisition of the business of Wyoming Financial Lenders, Inc.; but also resulted in the change of control of URON and a change in our Board of Directors whereby (i) WERCS, the former owner of Wyoming Financial Lenders, Inc., became our controlling shareholder (benefically owning, immediately after the Merger, approximately ~~68.2%~~63.3% of our common stock) and (ii) our then sole director resigned after having appointed Messrs. Moberly, Larson, Houlton and Klaasen to our board. Presently, WERCS beneficially owns 58.9% of our common stock.

At the time of the Merger, our Chief Operating Officer (Mr. John Quandahl) was the Chief Operating Officer of Wyoming Financial Lenders, Inc. In fact, our executive management in general was changed on November 29, 2007, in anticipation of the Merger. At that time, it was the determination of the URON Board of Directors (which then consisted of one individual who had theretofore also served as the Chief Executive Officer of URON) that, since a letter of intent had already been entered into with Wyoming Financial Lenders with respect to the then-potential merger transaction, the process of integrating the two companies would proceed far more smoothly if day-to-day operational decisions respecting such integration could be made by persons who were intimately familiar with the business to be acquired. This decision was significantly influenced by the fact that (i) the management personnel appointed on November 29, 2007 were not involved in URON’s dwindling dial-up internet business and (ii) URON’s Board of Directors remained unaffected and wholly controlled by URON’s pre-Merger shareholders. Accordingly, if the parties had failed to promptly reach a definitive Merger Agreement, URON’s Board of Directors would have removed the newly appointed managers without effect on URON’s remaining dwindling business. Furthermore, the sole director on URON’s Board of Directors was fully informed about the conflicts of interest presented by the management appointments, and expressly retained final discretion to close the Merger transaction even after the Merger Agreement has been executed and delivered on December 13, 2007.

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Prior to the Merger, we effected a 1-for-10 share combination (i.e., reverse stock split) of our capital stock that was effective as of December 27, 2007. The share combination was approved by our Board of Directors pursuant to the provisions of the Minnesota Business Corporation Act with a corresponding reduction in the number of shares of authorized capital stock. The reverse stock split was deemed necessary by the parties to Merger Agreement in order to obtain a post-Merger capitalization that would properly apportion the Company’s equity among WERCS and the shareholders of URON prior to the Merger in a manner consistent with the Merger Agreement. In this regard, the Merger Agreement made the effectuation of the reverse stock split a condition to the consummation of the Merger. The effect of the reverse stock split upon the shareholders of URON prior to the Merger was to reduce the absolute number of shares of capital stock which each possessed by a factor of ten, maintain their percentage ownership in the Company until the Merger, and then upon the effectiveness of the Merger reduce their collective percentage ownership in the Company to approximately 9.5%. In addition, our Board of Directors approved an increase in the number of directors comprising the Board of Directors, and appointed five new directors at the effective time of the Merger. Also at the effective time of the Merger, our former sole director resigned from our Board of Directors.

Recent Developments

On February 26, 2008, we entered into an Exchange Agreement with National Cash & Credit, LLC, a Minnesota limited liability company, and its members. Our Chief Executive Officer and President, Christopher Larson, held substantially all of the ownership interests in National Cash & Credit and was an affiliate of that company. 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 aggregate transaction value was $1,437,870. We valued the stock issued to the members of National Cash & Credit at $1.20 per share, despite the fact that our common stock had been trading for a period of weeks prior to the closing at or around $3.00 per share, principally because of the following factors:

The then-current market price for shares of the Company’s common stock was (and remains) substantially affected, and unnaturally increased, by the very few number of shares eligible for trading.

Given the illiquid market on which the common stock was an is trading, the best determinant of value was believed to be the most recent price at which shares were sold in a private transaction. This price was the $1.20 per share involved in the private placement offering undertaken in connection with the Merger fewer than 60 days earlier. In that transaction, nearly three million shares (representing over one-third of the Company’s common stock) were sold for cash at $1.20 per share.

The shares were issued in a private placement transaction exempt from the registration and prospectus-delivery requirements of the federal Securities Act of 1933 and certain state securities laws, and were restricted securities the subsequent resale or transfer of which is prohibited except in cases where a registration of such transaction under applicable federal and securities laws has been effected or an exemption for such transaction is available. The Exchange Agreement did not contain any covenants or obligations of the Company to seek or effect a registration of all or any part of the shares. Furthermore, no other aspect of the issuance of the Shares involved any covenant or obligation of the Company to seek or effect any such registration.

A significant majority of the shares were issued to Christopher Larson, a director and the Chief Executive Officer and President of the Company, and therefore a Company “affiliate” (as such term is defined under federal securities laws). Unless securities of an affiliate are registered with respect to a particular transaction (e.g., a resale), such securities will be considered “control securities” under the principles of Rule 144 under the Securities Act of 1933 for at least as long as the holder remains an affiliate, and therefore will indefinitely remain “restricted securities” subject to significant limitations on the resale of such shares. Holders of restricted issued by public reporting companies may generally sell their restricted securities (i) after an initial holding period of six months, (ii) subject to volume limitations prescribed by Rule 144, (iii) subject to manner-of-sale limitations prescribed by Rule 144, and (iv) subject to further paperwork and filing requirements prescribed by Rule 144. In the case of the Company, however, a special rule applicable to any companies that are or ever have been “shell companies” applies, which will effectively prohibit any resales under the safe harbor provisions of Rule 144 until January 7, 2009. Applicable volume limitations under Rule 144 are the greater of (i) one percent of the shares outstanding (based upon the issuer’s most recently filed periodic report on Form 10-K or 10-Q), or (ii) the average weekly reported volume of trading in such securities during the prior four weeks. As noted elsewhere in this prospectus, the trading volume of the Company’s common stock is exceedingly light and even in cases where resales of shares may be attempted, the volume limitations under Rule 144 will effectively delay the resale of the vast majority of shares held by any control person for an indefinite period of time.

In the absence of registration of restricted securities, whether held by affiliates or non-affiliates, a holder of such restricted securities may engage in a private sale of such securities. In any such case, the buyer of such securities and the facts and circumstances surrounding such private resale generally must be such that they would permit the Company, if it were the seller of such securities, to privately place the securities to the buyer. Thus, buyers of restricted securities purchased in a private sale must (i) be accredited investors, (ii) not be generally solicited with respect to the sale, (iii) take the purchased securities with a restrictive securities legend on them, and (iv) hold the securities for a minimum of at least six months (but in no event sell them prior to January 7, 2009). Restricted securities that are purchased in a private resale transaction are typically purchased at a steep discount to the current market prices of unrestricted and freely trading securities of the same class.

Under the Securities Exchange Act, shareholders who are affiliates of a public reporting issuer must not sell any securities, whether restricted or otherwise and whether publicly or privately, while they are in possession or have knowledge of material and non-public information relating to the issuer. In general, issuers typically permit their affiliates (officers and directors, certain other key management employees) to sell their shares during short windows beginning with only four points during a calendar year which begin with the filing of required periodic reports on Forms 10-K and 10-Q. These restrictions were considered important since a substantial majority of the shares were to be issued to Mr. Larson and, given Mr. Larson’s role as Chief Executive Officer and President of the Company, it would be infrequent that Mr. Larson could safely conclude that he was not in possession of material non-public information relating to the Company.

Shareholders who are affiliates of a public reporting issuer must also be wary of short-swing profit liability under Section 16 of the Securities Exchange Act of 1934. Section 16 will effectively prohibit (i) selling within six months of any purchase, with a resulting profit and (ii) buying within six months of any sale, where the purchase is at a per-share price lower than the per-share sale price. If an affiliate nonetheless engages in a prohibited transaction, he or she is liable to disgorge all profits to the issuer (plus reasonable attorney’s fees).

The transaction terms, including the consideration to be provided to the members of National Cash & Credit, was negotiated principally by Messrs. Larson and Moberly (our Chairman). Negotiations respecting the transaction terms had initially begun in connection with the Merger transaction. During that time, the parties agreed in principle that the number of shares of common stock constituting consideration for the acquisition price would be 1,114,891, while the other transaction terms were not finalized until the definitive agreement was entered into in February 2008. The transaction was also discussed among the Company’s Board of Directors and the proposed final Exchange Agreement was presented to the Board of Directors for approval (with Mr. Larson’s vote not being counted) after the disclosure of all of the material terms of the transaction and presentation of the proposed final agreement in writing—as permitted under the Minnesota Business Corporation Act for approving transactions involving a conflict of interest. The $100,000 cash distribution represented cash held by National Cash & Credit at the closing that was in excess of an agreed upon working capital closing requirement.

The closing of the transactions contemplated by the Exchange Agreement occurred effective as of February 26, 2008. In the transaction, we acquired a total of five new stores located in the Phoenix, Arizona market. Our Chief Executive Officer and President, Christopher Larson, possesses a material financial interest in National Cash & Credit, LLC. For further information, please see “~~Certain~~“Certain Relationships and Transactions.”

On March 1, 2008, we acquired five stores offering payday advance loans in Fargo, Grand Forks, Bismarck and Minot, North Dakota. These stores, currently operating under the trade name “Ameri-Cash,” increased to ten the total number of stores which we operate in North Dakota. We paid approximately $400,000 for these stores and associated assets.

Industry ~~Background~~Information

~~We believe there has always been a strong demand for small, short-term consumer loans in the United States.~~ Nevertheless, traditional lenders like banks and finance companies have often been constrained by laws (or internal policies) that make providing small, short-term loans cost prohibitive. For example, the small size of the each particular transaction, and the corresponding benefit to the lender from a revenue perspective, does not justify the time, effort and expense of identifying and obtaining potential collateral security for the loan. Accordingly, it is presently impractical to make small, short-term loans on other than an unsecured basis, relying solely on the willingness and ability of a borrower to repay the loan. In this regard, the unsecured nature of payday loans typically presents greater risk of default on a per-transaction basis. As indicated above, the loans we made to customers during fiscal 2007 resulted in a default rate of approximately 6%. It appears doubtful, even if proven only by the apparent reluctance of traditional lenders to engage in these types of lending transactions, that traditional lenders find such a default rate to be compatible with their tolerance for risk. Furthermore, we believe that traditional lenders such as banks place generally greater emphasis on relationships with their customers and their customers’ credit histories, which permits them to invest greater time and resources to particular transactions and to focus on transactions involving larger dollar amounts. We believe that the different focus, emphases and strengths of traditional lenders have contributed to the rise of payday lending.

~~The cash advance loan industry began its rapid growth in 1996, when there were an estimated 2,000 cash advance loan stores in the United States.~~ Currently, there are an estimated 22,000 cash advance loan stores in the United States, which in the aggregate provide approximately $40 billion in short-term credit to millions of ~~middle-class~~ households experiencing cash-flow shortfalls (Source: Financial Services Association of America). During this same time, the number of states that expressly permit or do not expressly prohibit cash advance loans has grown from six to 36 states and the District of Columbia. Industry trends currently indicate that, overall, there is likely to be a net decrease in total payday lending stores over the next few years from closings resulting primarily from regulatory changes (e.g. a recent federal law prohibits payday lending to members of the U.S. military, and there are frequent attempts to pass legislation in various states that would limit or prohibit payday lending) and a slowdown in new store growth and general economic conditions. In 2007, the payday lending store base declined approximately 2.5% (approximately 600 stores), the first such decline in seven years. ~~Nevertheless,~~

The Federal Trade Commission has issued an FTC Consumer Alert that discourages consumers from obtaining payday loans such as the ~~industry’s internet volume during~~loans we offer, primarily on the basis that the types of loans we offer are costly and consumers should consider alternatives to accepting a payday loan. For further information, you may obtain a copy of the alert at www.ftc.gov/bcp/edu/pubs/consumer/alerts. As noted above, the federal government has recently passed legislation, the 2007 ~~increased by 40% over~~Military Authorization Act, prohibiting us from offering or making our loans to members of the ~~prior year. (Source: Joseph Steven & Co, Inc.).~~military. These facts evidence the widespread belief that our charges relating to our loans are too expensive to be good for consumers. Some consumer advocates and others have characterized payday lending as “predatory.” As a result, there are frequently attempts in the various state legislatures, and occasionally in the U.S. Congress, to limit, restrict or prohibit payday lending. For more information see “Risk Factors” above.

According to the Community Financial Services Association of America, cash advance loan customers typically are middle-income or lower-middle-income, middle-educated individuals who are a part of a young family (citing: The Credit Research Center, McDonough School of Business, Georgetown University, Gregory ~~Ellichausen~~Elliehausen and Edward C. Lawrence, "Payday Advance Credit in America: An Analysis of Customer Demand"). ~~In addition, many customers claim~~The Community Financial Services Association of America is a lobbying organization for the payday loan industry. The Consumer Federation of America (CFA), a nonprofit consumer advocacy organization, has submitted written comments to the Federal Trade Commission that make different assertions. For example, the CFA asserts that “payday loan borrowers are typically female, make around $25,000 a year, are renters, and more likely to be minorities than the general population. Payday lenders have ~~at least one other alternative~~clustered around military bases, in low to using a cash advance loan that offers quick access to money, such as overdraft protection, credit cards, credit union loans or savings accounts. We believe that our customers choose the cash advance loan product because it is quick, convenientmoderate income neighborhoods, and in ~~many instances, a lower-cost or more suitable alternative for~~predominantly minority areas.” (See Comments To the ~~customer than~~Federal Trade Commission Regarding the ~~other available alternatives.~~Fair Debt Collection Practices Act Collecting Consumer Debts: The Challenges of Change By the Consumer Federation of America, June 20, 2007).

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Services

Cash Advance Loans

Customers seeking to obtain a cash advance loan must complete a loan application, maintain a personal checking account (typically verified through recent bank statements), have a suitable source of income (typically verified through recent payroll stubs or bank statements), have a valid driver’s license, and not otherwise be in default on a loan from us where ~~available, we~~available. There is no credit rating required and no credit history is inquired about. An income source is "suitable" if it appears to be valid from our review of the pay stubs and bank statements (subject to our willingness to loan only 25% of the customers monthly income). We obtain reports from a third-party vendor that details recent credit requests, bad debt, delinquencies, etc. These reports are specific to merchants and differ from credit reports. Ordinarily, we do not advance orour customers more than 25% of their monthly income. Upon completion of a loan application and our acceptance of such application, the loan approval process is complete. At that point, the customer signs a promissory note and provides us with a check for the principal loan amount plus a specified fee. All documentation is reviewed and cash advance loans are approved at the store level only, barring extraordinary circumstances. State laws typically limit fees to a range of $15 to $20 for each $100 of principal borrowed. Loans generally mature in two to four weeks, on or near the date of a customer’s next payday. Our standard agreement with customers provides that we will not cash their check until the due date of the associated loan. The customer’s debt to us is satisfied by: (i) payment of the full amount owed in cash (at which point we return the customer’s personal check); or (ii) deposit of the customer’s check with the bank. Where permitted by state regulation, a customer may renew a loan after full payment of the fee associated with the original loan. When applicable, a customer renewing a loan signs a new promissory note and provides us with a new check.

As part of each lending transaction, we enter into a standardized written contract with the borrowing customer. The standardized contracts vary slightly based on state law differences, but all of our standard contracts plainly state in simple terms the annual percentage rate (assuming the fees we charge are computed as interest) in compliance with Regulation Z, and the consequences of defaulting on the loan. We retain copies of our written contracts at the stores where the transactions are processed and also provide copies to our customers.The documentation includes (i) a promise to repay the loan and associated loan fee, (ii) an express right to prepay without penalty (but without return of any portion of the associated loan fee), (iii) a statement that the borrower will pay an additional fee in the event that the post-dated check is returned for insufficient funds, (iv) a right of the borrower to rescind the transaction, without cost, at any time prior to the close of business on the business day immediately following the date of the loan, by returning the borrowed amount alone, (v) customary representations and warranties, (vi) a dispute-resolution clause under which the parties agree to submit any claims or controversies to binding arbitration, (vii) a notice of financial privacy rights, (viii) an affirmative check-the-box representation about whether the borrower is a member of the U.S. military, and (ix) an acknowledgment that the borrower has read and understands the borrowing agreement.

When a customer defaults on a loan, we engage in store-level collection practices that include attempts to contact the customer and obtain payment and attempts to contact the customer’s bank in order to determine whether funds are available to satisfy their personal post-dated check. If funds are available, then we present the check to the originator’s bank for repayment and an official check from the bank is obtained to pay off the item. The costs involved in these initial collection efforts are minimal as they involve some employee time and possibly a $15-20 fee to the originator’s bank to cover the cost of the cashier’s check. If funds are not available, we generally actively attempt to collect returned checks for approximately 90 days, principally through continued attempts to contact the customer. If attempts remain unsuccessful after 90 days, we assign the item to a collection agency. Assignment to a collection agency may cost us 30-40% of the amount eventually collected, if any, from the customer. Ordinarily, we do not recoup from our customers any costs of collection.

We attempt to align the interests of our store managers with the interests of the Company. We do this primarily by making our store managers eligible to receive a discretionary management bonus on a quarterly basis. The discretionary bonus is based on store performance. In our evaluation of store performance and determination of whether to pay a discretionary bonus to our store managers, we consider the amount of loan and check-cashing fees generated by the store, less bad debt. We communicate to our managers the bases upon which we evaluate store performance and determine whether to pay bonuses to them. We believe that our inclusion of bad debt in our performance evaluation, and our communication to our managers of the factors we consider, incents our store managers to operate their stores in the best interests of the Company overall.

We charge fees for the loans we provide that vary by state-to-state, as do the maximum fees chargeable under state laws. We do not charge interest in connection with our loans. If, however, we calculate the loan fees we charge as annual percentage rate of interest, such rate would range from 120% for a 60-day loan transacted in Wyoming (on the low end) to approximately 520% for a 14-day loan in most other states (on the high end), with the average actual loan fees we charge involving an imputed annual percentage rate of approximately 343%. Currently, we do not charge the maximum fee permitted in all of the states where we operate. We do, however, charge a uniform fee for all transactions processed in any particular state that involve the same range of cash advance amounts and same term. The table below sets forth the uniform fees we charge in the states where we operate:

State	Fees		APR (%) of Interest on a 30-day $100 loan⁽¹⁾
Arizona	$	17.50 per $100 advanced		212.917	%
Colorado	$	20.00 on first $300 advanced; $7.75 per $100 advanced (up to ~~$500)~~$500)		243.333	%
Iowa	$	15.00 on first $85 advanced; 11.1111% fee on additional amounts up to $445		202.818	%
Kansas	$	15.00 per $100 advanced		182.500	%
Montana		Average fee of $20.54 per $100 advanced (maximum fee of ~~$61.62)~~$61.62)		279.830	%
Nebraska	$	17.50 per $100 advanced		212.917	%
North Dakota	$	20.00 per $100 advanced		243.333	%
South Dakota	$	20.00 per $100 advanced		243.333	%
Utah	$	20.00 per $100 advanced		243.333	%
Wisconsin	$	22.00 per $100 advanced		267.667	%
Wyoming		Average fee of $20.54 per $100 advanced (maximum fee of ~~$192.84)~~$192.84)		365.000	%

(1)	Assumes that fees are calculated as an interest rate.

Ordinarily, our customers approach us for a loan because they do not at that time have funds sufficient to meet their present obligations, and so rarely if ever do our customers have sufficient funds in their checking accounts to cover the personal post-dated checks they provide us at the time of the loan transaction. The nature of these loan transactions present a number of risks, including the ultimate risk that the loan will not be paid back. We do not obtain security for our payday loans principally because, even assuming our customers would have potential collateral to offer as security for our loans, the small size of the each particular lending transaction does not justify the time, effort and expense of identifying potential collateral for security and obtaining a security interest in such collateral. As a consequence, our loans are unsecured and our borrowers are only personally liable to repay our cash advance loans. This means that, absent court or other legal action compelling them to repay our loans, we rely principally on the willingness and ability of our customers to repay our, cash advance loans. In many cases, the costs of attempting to collect amounts exceeds the amounts which we would seek to collect, which makes it impractical to take formal legal action against a defaulted borrower. In the year ended December 31, 2007, approximately 6% of the personal post-dated checks we received in connection with cash advance loans were returned for insufficient funds.

The table below sets forth the maximum fees that we are permitted to charge in the states where we presently operate, including minimum and maximum loan amounts, the maximum term of loans and whether extensions of loans (sometimes referred to as “rollovers” of the loan) are permitted:

State	Minimum Loan	Maximum Loan	Maximum Fee	Maximum Term	Rollover/Extensions Permitted
Arizona	$50	$500	15%*	No limit	Yes
Colorado	No minimum	$500	20% of first $300; 7.5% thereafter	40 days	Yes
Iowa	No minimum	$500	$5+10%* of first $100; 10% thereafter	31 days	No
Kansas	No minimum	$500	$15 per $100	30 days	Not prohibited
Montana	$50	$300	25%	31 days	No
Nebraska	No minimum	$500	15%* per $100	31 days	No
North Dakota	No minimum	$600	20%	60 days	Yes
South Dakota	No minimum	$500	No limit	No limit	Yes
Utah	No minimum	No limit	No limit	No limit	No
Wisconsin	No minimum	No limit	No limit	No limit	Yes
Wyoming	No minimum	No limit	20%	30 days	No

_________________

* denotes that the applicable percentage is calculated on amount loaned plus finance charges.

The cash advance-lending business is seasonal due to the fluctuating demand for cash advance loans during the year. Usually, the highest demand for cash advance loans occurs in January and in the fourth calendar quarter. Due to the receipt of income-tax refunds, demand for cash advance loans normally declines from February through April. As with most payday lenders, our loan loss ratio fluctuates with these changes in demand, with a higher loss ratio being typical in the second and third calendar quarters and a lower loss ratio being typical in the first and fourth calendar quarters.

Other Financial Services

We also offer other consumer financial services, such as check-cashing services, phone services, installment loans, money transfers and money orders. Together, these other financial services constituted 20% and 21% of our revenues for the fiscal years ended December 31, 2007 and 2006, respectively.

Our guaranteed phone service is a licensed Competitive Local Exchange Carrier (referred to in the industry as a CLEC) providing local landline telephone service to several hundred customers in Nebraska, Iowa and Minnesota. As part of our guaranteed phone service business, we purchase phone service from the incumbent carriers (ILECs) and resell the service to end-users on a prepaid basis. Cricket is a wireless phone service provider, and we operate two Cricket retail stores where we sell Cricket phones and serve as a payment center for Cricket customers. We also sell other cellular phones to consumers.

We expect that consumers may wish to prepay their phone service or purchase prepaid cellular/Cricket phones (1) in order to avoid costly phone purchase and long-term and expensive service contracts with wireless carriers, (2) because poor credit histories may prevent them from successfully obtaining a service contract with a wireless carrier, or (3) due to a short-term need and circumstances in which they expect to engage in heavy usage of phones, and so they wish to pay a flat fee for a period of time instead of risking additional per-minute charges on their phone usage. Nevertheless, we do not formally query our customers who purchase our phone products or services as to their motivations in purchasing those products or services, and we do not have customer data indicating the extent to which our phone customers cannot obtain a service contract from a long-term contract carrier of phone service or some other phone service provider.

Marketing Strategy

Our advertising and marketing efforts are designed to introduce customers to our services, build customer loyalty and generate repeat visits and transactions. Our principal means of advertising consists of promotional materials and Yellow Page directories used in our active markets.

Technology and Information

We maintain an integrated system of software applications and platforms for processing the various types of transactions we offer. These systems provide us with customer service, internal control mechanisms, record-keeping and reporting information. As of the date of this prospectus, we have one point-of-sale system used by all of our payday locations, and a different point-of-sale system used for our title loan services. On a daily basis, transaction data is collected and integrated into our management information systems. These systems are designed to provide summary, detailed and exception information to regional, area and store managers as well as corporate staff.

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Security

We believe the principal security risks to our operations are robbery and employee theft. We have established extensive security systems, dedicated security personnel and management information systems to address both areas of potential loss.

To protect against robbery, most store employees work behind bullet-resistant glass and steel partitions, and the back office, safe and computer areas are locked and closed to customers. Our security measures in each store include safes, electronic alarm systems monitored by third parties, control over entry to customer service representative areas, detection of entry through perimeter openings, walls and ceilings and the tracking of all employee movement in and out of secured areas. Employees use cellular phones to ensure safety and security whenever they are outside the secure customer service representative area. Additional security measures include alarm systems in all stores , remote control over alarm systems, arming/disarming and changing user codes and mechanically and electronically controlled time-delay safes.

Since we have high volumes of cash and negotiable instruments at our locations, daily monitoring, unannounced audits and immediate responses to irregularities are critical. Our regional managers perform weekly unannounced store audits and cash counts at our stores. We self-insure for employee theft and dishonesty at the store level.

Competition

Like most other cash advance lenders, we believe that the primary competitive factors in our business are location and customer service. We face intense competition in an industry with relatively low barriers to entry, and we believe that the cash advance lending markets are becoming more competitive as the industry matures and consolidates. We compete with other cash advance and check cashing stores and financial service entities and retail businesses that offer cash advance loans or similar financial services. For example, we consider credit card companies that offer cash advance features, credit unions, banks that offer small loans, and creditors and loan services that can extend payment terms an outstanding loans to be competitors. In addition, we compete in part with services offered by traditional financial institutions, such as overdraft protection.

Additional areas of competition have recently arisen. Businesses now offer loans over the internet as well as “loans by phone,” and these have begun to compete with us. There also has been increasing penetration of electronic banking and related services into the check cashing and money transfer industry, including direct deposit of payroll checks, payroll cards, stored-value cards and electronic transfer of government benefits.

We believe that our management team, which has a combined 36 years of industry experience, provides us with a competitive strength. We also believe that customer service is critical to developing loyalty. In our industry, we believe that quality customer service means (i) assisting with the loan application process and understanding the loan terms, (ii) treating customers respectfully, (iii) processing transactions with accuracy, efficiency and speed.

Governmental Regulation

We are subject to regulation by federal, state and local governments that affect the products and services we provide. Generally, these regulations are designed to protect consumers who deal with us and are not designed to protect our shareholders.

2022

Regulation of Cash Advance Lending

Our business activities are subject to regulation and supervision at the state and federal levels. In those states where we currently operate, we are licensed as a payday lender where required and are subject to various state regulations regarding the terms of our cash advance loans and our policies, procedures and operations. In some states, cash advance lending is referred to as deferred presentment, deferred deposit or consumer installment loans. State regulations normally limit the amount that we may lend to any consumer and may limit the number of loans that we may make to any consumer at one time or in the course of a year. State regulations also limit the amount of fees that we may assess in connection with any loan or transaction and may limit a customer’s ability to renew a loan with us. The state statutes also often specify minimum and maximum maturity dates for cash advance loans and, in some cases, specify mandatory cooling-off periods between transactions. We must also comply with the disclosure requirements of the Federal Truth-In-Lending Act and Regulation Z thereunder. Our collection activities for delinquent loans are generally subject to consumer protection laws regulating debt collection practices. Finally, our business subjects us to the Equal Credit Opportunity Act and the Gramm-Leach-Bliley Act.

Recent Legal Developments and Trends

During the last few years, legislation has been introduced in the U.S. Congress and in certain states proposing various restrictions or an outright prohibition on cash advance loans. Currently, state laws in Oregon, and Georgia have effectively eliminated the ability to conduct cash advance lending activities in those states, and a recent federal law prohibits loans of any type to members of the military and their family with charges or interest in excess of 36% per annum.

In Arizona, current state law will effectively ban payday lending as of July 1, 2010. Legislation to extend or overturn the ban is pending. Nevertheless, even if the prohibition is delayed or eliminated, we believe it is likely that such delay or elimination will be accompanied by limitations on fees or interest rates chargeable by payday lenders, in addition to other possible restrictions. Presently, we have five stores in Arizona. At this point, it is difficult to assess the materiality of any limitations on the business we conduct in Arizona. A ban on payday lending in Arizona could have a material adverse effect on our business.

Financial Reporting Regulation

Regulations promulgated by the United States Department of the Treasury under the Bank Secrecy Act require reporting of transactions involving currency in an amount greater than $10,000. Generally, every financial institution must report each deposit, withdrawal, exchange of currency or other payment or transfer that involves an amount greater than $10,000. In addition, multiple currency transactions must be treated as a single transaction if the financial institution has knowledge that the transactions are by or on behalf of any one person and result, in a single business day, in the transfer of cash in or out totaling more than $10,000. In addition, the regulations require institutions to maintain information concerning sales of monetary instruments for cash in amounts from $3,000 to $10,000.

Furthermore, the Money Laundering Act of 1994 requires us, as a money service business, to register with the United States Department of the Treasury. Money services businesses include check cashers and sellers of money orders. Money services businesses must renew their registrations every two years, maintain a list of their agents, update the agent list annually and make the agent list available for examination. In addition, the Bank Secrecy Act requires us, under certain circumstances, to file a suspicious activity report.

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Finally, we have established various procedures designed to comply, and we continue to monitor and evaluate our business methods and procedures to ensure compliance, with the USA PATRIOT Act.

Privacy Regulation

We are subject to a variety of federal and state laws and regulations restricting the use and seeking to protect the confidentiality of customer identity and other personal nonpublic customer information. We have identified our systems that capture and maintain nonpublic personal information, as that term is understood under the Gramm-Leach-Bliley Act and associated regulations. We disclose our public information policies to our customers as required by that law. We also have systems in place intended to safeguard this information as required by the Gramm-Leach-Bliley Act.

Employees

As of December 31, 2007, we had approximately 120 employees, consisting of 110 store personnel, three field managers and seven corporate office employees. We believe our relationship with our employees is good, and we have not suffered any work stoppages or labor disputes. We do not have any employees that operate under collective-bargaining agreements.

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DESCRIPTION OF PROPERTY

Our headquarters is in Council Bluffs, Iowa. There, we have a 3,500-square-foot space which is sufficient for our projected near-term future growth. The monthly lease amount is $3,280 and the term runs through November 2010. The corporate phone number is (712) 322-4020.

As of the date of this prospectus, we have 6166 store locations. Our locations typically range in size from 1,000 square feet to 2,000 square feet, and have varying lease terms (none of which, however, have remaining terms of more than five years). As of the date of this prospectus, we have stores in the following cities:

· ~~Chandler, Arizona~~

·Buckeye, Arizona

· Lower Buckeye, Arizona

· Surprise, Arizona

· Tempe, Arizona

·Mesa, Arizona

· Sterling, Colorado

· ~~Ames,~~Council Bluffs, Iowa

· Des Moines, Iowa (four locations)

· Sioux City, Iowa

· Dodge City, Kansas

· Garden City, Kansas

· Billings, Montana (two locations)

· Butte, Montana

· Great Falls, Montana

· ~~Holdrege , Nebraska~~

·Columbus, Nebraska

· Grand Island, Nebraska

· Hastings, Nebraska

· Lincoln, Nebraska ~~(four~~(three locations)

· North Platte, Nebraska

· Omaha, Nebraska ~~(six~~(nine locations)

· Bismarck, North Dakota (two locations)

· Grand Forks, North Dakota ~~(four~~(three locations)

· Fargo, North Dakota (four locations)

· Minot, North Dakota

· Aberdeen, South Dakota

· Rapid City, South Dakota

· Sioux Falls, South Dakota

· Watertown, South Dakota

· Salt Lake City, Utah (four locations)

· Sandy, Utah

· Taylorsville, Utah

· West Jordan, Utah

· Kenosha, Wisconsin ~~(three~~(two locations)

· Pleasant Prairie, Wisconsin

· Racine, Wisconsin (two locations)

· ~~East~~ Casper, Wyoming (two locations)

· Gillette, Wyoming

· Laramie, Wyoming

· Sheridan, Wyoming

· ~~West Casper, Wyoming~~

·Rock Springs, Wyoming

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LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings. Nevertheless, our business frequently involves many immaterial legal proceedings relating primarily to the collection of customer debts.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S

COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

Our common stock is listed for trading on the over-the-counter bulletin board under the symbol ~~“URRN.OB.~~“WCRS.OB.” The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.

The following table sets forth the high and low bid prices for our common stock as reported by the OTC Bulletin Board in 2007 and the first quarter of 2008. Our common shares did not begin trading on the OTC Bulletin Board until February 2007. These quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions. Trading in our common stock during the period represented was sporadic, exemplified by low trading volume and many days during which no trades occurred. On July 29, 2008, the closing sales price for our common stock as reported on the OTC Bulletin Board was $4.00.

	Year Ended December 31, 2007
	High		Low
First Quarter	$	4.00	$	1.30
Second Quarter	$	4.00	$	1.10
Third Quarter	$	3.00	$	.50
Fourth Quarter	$	3.00	$	.50

	Year Ended December 31, 2008
	High		Low
First Quarter	$	6.00	$	2.73
Second Quarter	$	5.05	$	3.70

Holders

As of the date of this filing, we had approximately 500 holders of record of our common stock.

In the event that (i) Lantern Advisers, LLC sells the 400,000 shares of common stock covered by this prospectus after its exercise of an outstanding warrant to purchase such shares, (ii) Mark Houlton sells the 416,667 shares of common stock covered by this prospectus, and (iii) Mill City Ventures, LP sells the 800,000 shares of common stock covered by this prospectus, then the percentage of beneficial ownership of our common shares held by certain owners and management, as identified in the section “Security Ownership of Certain Beneficial Owners and Management” below, will be decreased to the following percentages: Christopher Larson (19.8%), Steven Staehr (10.3%), John Quandahl (4.2%), Mark Houlton (less than one percent) Robert W. Moberly (57.3%), WERCS (57.3%), Mill City Ventures, LP (less than one percent), Joseph A. Geraci, II (3.3%).

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Dividends

Holders of our common stock are entitled to share pro rata in dividends and distributions with respect to the common stock when, as and if declared by our Board of Directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Additionally, we must first pay preferred dividends on our Series A Convertible Preferred Stock as described under the caption “Description of Capital Stock” below. The current dividend payable to the holders of Series A Convertible Preferred Stock aggregates to $525,000 on a quarterly basis. Other than with respect to shares of Series A Convertible Preferred Stock, future dividend policy is subject to the sole discretion of our Board of Directors and will depend upon a number of factors, including future earnings, capital requirements and our financial condition.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below sets forth certain information, as of the close of business on December 31, 2007, regarding equity compensation plans (including individual compensation arrangements) under which our securities were then authorized for issuance.

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (excluding securities reflected in column a)
	(a)		(b)		(c)
Equity compensation plans approved by shareholders		0		0		0

Equity compensation plans not approved by shareholders ⁽¹⁾		2,000,000		0.01		None	⁽²⁾

(1)

We are currently not required by applicable state law or the listing standards of any self-regulatory agency (e.g., the OTC Bulletin Board, NASD, AMEX or NYSE) to obtain the approval of our shareholders prior to issuing any such compensatory options, warrants or other rights to purchase securities of the Company.

(2)

In January 2008, our Board of Directors adopted the 2008 Stock Incentive Plan permitting the issuance of various incentives, including options or similar rights to purchase or acquire up to 2,000,000 shares of our common stock. As of the date of this prospectus, no incentives have been issued under such plan.

2527

MANAGEMENT AND BOARD OF DIRECTORS

Management

At the effective time of the Merger, and consistent with Minnesota state law and our Articles of incorporation and corporate by laws, our Board of Directors was reconstituted by the appointment of Christopher Larson, Robert W. Moberly, James Mandel, John H. Klaasen IV and Mark Houlton as directors, and the resignation of Donald Miller from his role as a director of the Company. The following table sets forth the name and position of each of our current directors and executive officers.

Name	Age	Positions
Christopher Larson	36	Director, Chief Executive Officer and President
Steven Staehr	45	Chief Financial Officer
John Quandahl	41	Chief Operating Officer
Robert W. Moberly	55	Director
James Mandel	50	Director
John H. Klaasen IV	46	Director
Mark Houlton	43	Director

The biographies of the above-identified individuals are set forth below:

Christopher Larson, the Company’s Chief Executive Officer and President since November 2007, co-founded and served as Chief Financial Officer of Cash Systems, Inc., a NASDAQ traded (symbol: CKNN) financial services company involved in the casino gaming industry, from 1999 to 2005. Mr. Larson also served on the Board of Directors of Cash Systems from 2001 to 2006. Cash Systems was taken public through a reverse merger and during Mr. Larsons’ tenure the company experienced revenue growth from $600,000 to $120,000,000 annually. Mr. Larson founded and served as the chief executive of National Cash & Credit, LLC, a Minnesota limited liability company, from October 2004 until its acquisition by the Company in February 2008, when the Company acquired all of that limited liability company’s membership interests. Mr. Larson became a director of the Company on December 31, 2007 in connection with the Merger.

Robert W. Moberly has been employed with WERCS since 1987 as its Chief Operating Officer. WERCS owned all of the outstanding capital stock of Wyoming Financial Lenders, Inc., which the Company acquired on December 31, 2007. WERCS is presently an affiliate of the Company. Mr. Moberly is responsible for locating and evaluating business acquisitions for WERCS and its affiliates. Mr. Moberly also develops WERCS, business strategies. Mr. Moberly holds many licenses in insurance and securities, including: Property and Casualty, Life and Health, Surplus Lines in insurance and Registered Representative Series 7, Financial Operations Principal Series 27, General Principal Series 24, Municipal Securities Registered Representative Series 53 and Options Principal Series 4 in securities. Prior to joining WERCS, Mr. Moberly worked for two years as a securities broker for Dain Bosworth and 15 years as the owner of a contracting business. Mr. Moberly, a native of Greybull, Wyoming, graduated from Worland High School and attended the University of Wyoming. Mr. Moberly become a director of the Company on December 31, 2007 in connection with the Merger.

James Mandel has been the Chief Executive Officer and a director of Multiband Corporation (NasdaqCM: MBND) since October 1, 1998. Prior to August 2006, Multiband was an affiliate of the Company, owning approximately 51%, of the Company after the remaining 49%, of the Company's shares had been spun-off to Multiband shareholders of record as of August 10, 2006. Multiband is a Minnesota corporation based in NewHope, Minnesota, and is principally engaged in the business of offering voice, data and video series to residents of multi-dwelling units, and also serves as the master service operator and marketer of DirecTV services to residents of multi-dwelling units. Mr. Mandel was co-founder of Call 4 Wireless, LLC, a telecommunications company specializing in wireless communications, and served as its Chairman and a member of its Board of Directors from December 1996 until October 1998, and as its interim Chief Executive Officer from December 1996 until December 1997. From October 1991 to October 1996, he was Vice President of Systems for Grand Casinos, Inc., where his duties included managing the design, development, installation and on-going maintenance for the 2,000 room, $507 million Stratosphere Hotel, Casino and Tower in Las Vegas. Mr. Mandel also managed the systems development of Grand Casino Mille Lacs, in Onamia, Minnesota, Grand Casino Hinckley in Hinckley, Minnesota and six other casinos nationwide. He formerly served as Chairman of the Board of Directors for CorVu Corporation, an international software development company which was sold in June of 2007, and currently serves as a director for NewMarket Technologies, an international technology company based in Dallas, Texas. Mr. Mandel has served as a director of the Company since December 31, 2007.

2628

John H. Klaasen IV is a Business Financial Advisor with Merrill Lynch in Denver, Colorado, and provides advisory services for individuals, closely held businesses and public companies in a wide variety of industries. Mr. Klaasen has served in this position since 2004. Prior to joining Merrill Lynch, Mr. Klaasen worked in Wells Fargo’s Commercial Banking Group based in Denver, Colorado for 12 years. Mr. Klaasen has broad experience in the areas of commercial banking, investment banking and private wealth management. Mr. Klaasen graduated magna cum laude with a Bachelor of Science degree in finance from San Diego State University. Mr. Klaasen is active in a variety of community organizations. Mr. Klaasen became a director of our Company on December 31, 2007 in connection with the Merger.

Mark Houlton founded Houlton Enterprises, Inc. and opened his first check-cashing / payday advance store in Omaha, Nebraska in 1997. Over the course of his ownership, this single store company grew to a total of 24 stores in Nebraska, Iowa, North Dakota and Wisconsin. In 2005, Mr. Houlton sold his stock to WERCS, Inc. and Houlton Enterprises was merged into Wyoming Financial Lenders, Inc. Since the merger of Houlton Enterprises into WERCS, Mr. Houlton has been involved as a partner in PQH Wireless, a Nebraska based business that serves as a dealer for Cricket Communications. Mr. Houlton is a 1988 graduate of the University of Nebraska, Lincoln, having received a B.S. in management. Mr. Houlton became a director of our Company on December 31, 2007 in connection with the Merger.

Steven Staehr has served as the Company’s Chief Financial Officer since November 2007 and was previously employed by Cash Systems, Inc. from 2005 until 2007 as its corporate controller, where he was responsible for all aspects of financial accounting and SEC reporting for the company. Cash Systems is a Delaware corporation based in Las Vegas, Nevada that is a provider of cash access products and related systems to the gaming industry. Mr. Staehr was based in Las Vegas and Burnsville, Minnesota during his tenure at Cash Systems. Mr. Staehr has also held high-level financial executive positions with several other large companies, most notably with Encore Productions, Inc., where he served as Vice President and Chief Financial Officer from 2000 until joining Cash Systems in August 2005. Encore Productions is a Las Vegas-based provider of audio-visual convention services with offices throughout the USA. During Mr. Staehr’s tenure with Encore Productions, he was based in Las Vegas. Prior to that, Mr. Staehr also was employed by Mirage Resorts, Inc., Boyd Gaming Corporation, Caesar’s Entertainment World, Inc. and Deloitte & Touche LLP. Mr. Staehr was the corporate controller for Boyd Gaming during its initial public offering. Mr. Staehr is a licensed certified public accountant in the states of California and Nevada, and a member of the American Institute of Certified Public Accountants.

John Quandahl, the Company’s Chief Operating Officer, currently also serves as the President of Wyoming Financial Lenders, Inc., a position he has held since 2007. From 2005 until joining Wyoming Financial Lenders, Mr. Quandahl was the President of Houlton Enterprises, Inc., and prior to that served as that corporation’s Chief Operating Officer from 1999 until 2004. During his tenure at Wyoming Financial Lenders and Houlton Enterprises, Mr. Quandahl and the respective employers were based in Omaha, Nebraska. Mr. Quandahl was the controller as Silverston Group, Inc., from 1993 until 1998, and before that began his career at the Nebraska Department of Revenue as a tax auditor in 1989. Mr. Quandahl is a certified public accountant and earned a degree in accounting from the University of Nebraska - Lincoln. Mr. Quandahl became our Chief Operating Officer prior to the consummation of the Merger in November 2007 primarily to prepare for the integration of the Company and Wyoming Financial Lenders. He has continued to serve as our Chief Operating Officer since the Merger on December 31, 2007.

Under our corporate bylaws, all of our directors serve for indefinite terms expiring upon the next annual meeting of our shareholders.

Family Relationships

The Board of Directors has affirmatively determined that there are no familial relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

During the past five years, no officer, director, control person or promoter of the Company has been involved in any legal proceedings respecting: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) being found by a court of competent jurisdiction (in a civil action), the commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation for awarded to or earned by: (i) each individual who served as the principal executive officer of either the Company (then known as URON Inc.) or Wyoming Financial Lenders, Inc. during the year ended December 31, 2007; and (ii) each other individual that served as an executive officer of either the Company (then known as URON Inc.) or Wyoming Financial Lenders, Inc. at the conclusion of the year ended December 31, 2007 and who received more than $100,000 in the form of salary and bonus during such fiscal year.

For purposes of this prospectus, these individuals are collectively the “named executives” of the Company.

	Annual Compensation
Name and Principal Position	Year		Salary ($)		Bonus ($)		Other Annual Compensation ($)		Stock Options Awards ($) ⁽⁵⁾		Stock Awards ($)
John Quandahl, President and Chief Operating Officer ⁽¹⁾		2007 2006		229,000 70,350		0 0		0 0		92,000 0		0 0
Christopher Larson, President and Chief Executive Officer ⁽²⁾		2007		0		0		0		0		0
Donald Miller, President and Chief Executive Officer ⁽³⁾		2007 2006		0 0		0 0		0 0		0 0		25,000 0
Steven Staehr, Chief Financial Officer ⁽⁴⁾		2007		0		0		0		126,500		0

(1)

Mr. Quandahl is the President of Wyoming Financial Lenders, Inc., the wholly owned and principal operating subsidiary of the registrant. Mr. Quandahl also began serving as the Chief Operating Officer of URON Inc. effective November 29, 2007, and continues to serve in that capacity for the Company since the Merger. 2007 compensation in the form of salary was paid by Wyoming Financial Lenders, Inc., and 2007 compensation in the form of stock options was awarded by URON Inc. All 2006 compensation was paid by Wyoming Financial Lenders, Inc.

(2)	Mr. Larson became the President and Chief Executive Officer of URON Inc. effective November 29, 2007 and continues to serve in those capacities for the Company since the Merger.

(3)	Mr. Miller served as the President and Chief Executive Officer of URON Inc. from August 2006 until November 29, 2007. All compensation reflected in the table was paid or awarded by URON Inc.

(4)	Mr. Staehr became the Chief Financial Officer of URON Inc. effective November 29, 2007, and continues to serve in that capacity for the Company since the Merger. Stock options reflected in the table were awarded by URON Inc.

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(5)

Amounts listed reflect the dollar amounts related to option awards recognized for financial statement reporting purposes with respect to the fiscal years indicated, in accordance with FAS 123(R) (disregarding the estimate of forfeitures related to service-based vesting conditions). In each case, the exercise price of the option was $0.01 per share. Assumptions used in the calculation of these amount are included in Note 7, “Stockholders’ Equity,” to our audited consolidated financial statements for the year ended December 31, 2007, which are included at the end of this prospectus.

URON Inc. Executive Compensation Prior to the Merger

Prior to the Merger, URON did not pay any cash or cash-equivalent remuneration to any executive officer or any director during its last most recently completed years ended December 31, 2006 and 2007. URON issued no options, warrants, restricted stock or other stock-based compensation to any officer or director during the year ended December 31, 2006. In February 2007, URON entered into an employment agreement with Donald Miller, thereby employing him as its Chief Executive Officer. Under that agreement, Mr. Miller’s sole compensation was the issuance of 50,000 shares of common stock (after giving effect to the December 27, 2007 reverse stock split) with restricted transferability. On November 29, 2007, in connection with the appointment of Mr. Christopher Larson as URON’s President and Chief Executive Officer and the resignation of Mr. Miller from such position, URON and Mr. Miller terminated the aforementioned employment agreement.

Also on November 29, 2007, in connection with their appointments as Chief Operating Officer and Chief Financial Officer of URON, respectively, Messrs. Quandahl and Staehr received non-vested contingent options to purchase shares of common stock at the per-share price of $0.01. Under their respective option agreements, Mr. Staehr had the right to purchase up to 550,000 common shares and Mr. Quandahl had the right to purchase up to 400,000 common shares. By their terms, the options did not vest or become exercisable until URON engaged in a change in control, as defined in the option agreements. The closing of the Merger constituted a change in control, as defined in such agreements. The option agreements provided that the shares purchasable thereunder were not to be affected by any stock combination (i.e., reverse stock split) effected in connection with the Merger. The value ascribed to the component of executive compensation represented by the stock options, in accordance with FAS 123(R), is set forth in the Summary Compensation Table (see above) in column captioned “Long-Term Compensation Awards—Securities Underlying Options.”

Wyoming Financial Lenders, Inc. Executive Compensation Prior to the Merger

Prior to the Merger, Wyoming Financial Lenders, Inc. paid cash compensation, but did not issue any options, warrants, restricted stock or other stock-based compensation to John Quandahl, its principal executive officer during the years ended December 31, 2006 and 2007. Furthermore, Wyoming Financial Lenders did not have an employment agreement with Mr. Quandahl during that time. Nevertheless, Wyoming Financial Lenders did have an arrangement with Mr. Quandahl at the time of the Merger to pay him an annual salary of $250,000.

Executive Compensation Arrangements After the Merger

Since the Merger, the Company (on a combined basis) has not entered into and does not have any employment agreements with any named executives or any other members of its executive management. The Company’s current arrangements with it executive officers are to pay (i) Mr. Larson, its President and Chief Executive Officer, an annual salary of $150,000, (ii) Mr. Quandahl, its Chief Operating Officer, an annual salary of $250,000, and (iii) Mr. Staehr, its Chief Financial Officer, an annual salary of $120,000.

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Outstanding Equity Awards at Fiscal Year End

The table below sets forth certain information regarding unexercised options, as of December 31, 2007, for each of the named executives identified in the Summary Compensation Table (see above):

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date
John Quandahl		400,000	⁽¹⁾		0		0		0.01		11/29/08
Christopher Larson		0			0		0		-		-
Donald Miller		0			0		0		-		-
Steven Staehr		550,000	⁽¹⁾		0		0		0.01		11/29/08

(1)	Option was granted on November 29, 2007, subject to vesting upon a change in control of the Company. The Merger qualified as a change in control of the Company, as defined under the relevant option agreement. These options have been exercised.

Employment and Change-in-Control Agreements

We do not currently have any employment or change-in-control agreements with the named executives or any other current members of our executive management. Nevertheless, we may consider entering into employment agreements and change-in-control agreements with members of our senior management. As indicated above, we do have arrangements with our executive officers to pay (i) Mr. Larson, our President and Chief Executive Officer, an annual salary of $150,000, (ii) Mr. Quandahl, our Chief Operating Officer, an annual salary of $250,000, and (iii) Mr. Staehr, our Chief Financial Officer, an annual salary of $120,000.

Compensation of Directors

Currently, our directors receive no compensation pursuant to any standard arrangement for their services as directors. Nevertheless, we may in the future determine to provide our directors with some form of compensation, either cash or options or contractually restricted securities.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this prospectus, we had outstanding two classes of voting securities—common stock, of which there were 8,889,644 shares issued and outstanding; and Series A Convertible Preferred Stock, of which there were 10,000,000 shares issued and outstanding. Each share of capital stock is currently entitled to one vote on all matters put to a vote of our shareholders.

The following table sets forth the number of common shares, and percentage of outstanding common shares, beneficially owned as of the date of this prospectus, by: (i) each person known by us to be the beneficial owner of more than five percent of our common stock; (ii) each current director; (iii) each executive officer and other persons identified as a named executive officer in the “Executive Compensation” section of this prospectus (see above); and (iv) all current executive officers and directors as a group. Unless otherwise indicated, the address of each of the following persons is 2201 West Broadway, Suite 1, Council Bluffs, Iowa 51501, and each such person has sole voting and investment power with respect to the shares set forth opposite his, her or its name.

Name and Address	Common Shares Beneficially Owned ⁽¹⁾		Percentage of Common Shares ⁽¹⁾
Christopher Larson ⁽²⁾		1,841,290		20.7	%
Steven Staehr ⁽³⁾		966,667		10.9	%
John Quandahl ⁽⁴⁾		400,000		4.5	%
John H. Klaasen IV ⁽⁵⁾		0		*
James Mandel ⁽⁶⁾		470		*
Mark Houlton ⁽⁷⁾		416,667		4.7	%
Robert W. Moberly ⁽⁸⁾		11,125,000		58.9	%

All current executive officers and directors as a group ⁽⁹⁾		14,750,094		78.1	%

Donald Miller ⁽¹⁰⁾ 9449 Science Center Drive New Hope, MN 55428		61,354		*

WERCS ⁽¹¹⁾ 400 East First Street PO Box 130 Casper, WY 82602		11,125,000		58.9	%

Lantern Advisers, LLC ⁽¹²⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		713,310		7.7	%

Mill City Ventures, LP ⁽¹³⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		800,000		9.0	%

Joseph A. Geraci, II ⁽¹⁴⁾ 80 South Eighth Street, Suite 900 Minneapolis, MN 55402		1,513,310		16.3	%

* less than 1%

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(1)

Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the record rate, and shares of common stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing the beneficial ownership percentage of any other person.Under the applicable SEC rules, each person’s beneficial ownership is calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding shares of the Company. In any case where an individual has beneficial ownership over securities that are not outstanding, but are issuable upon the exercise of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation described above. Because the calculation of each person’s beneficial ownership set forth in the “Percentage of Common Shares” column of the table may include shares that are not presently outstanding, the total of the percentages set forth in such column exceed 100%.

(2)	Mr. Larson became the Company’s Chief Executive Officer on November 29, 2007. All shares reflected in the table are outstanding common shares.

(3)	Mr. Staehr became the Company’s Chief Financial Officer on November 29, 2007. All shares reflected in the table are outstanding common shares.

(4)	Mr. Quandahl became the Company’s Chief Operating Officer on November 29, 2007. All shares reflected in the table are outstanding common shares.

(5)	Mr. Klaasen became a director of the Company on December 31, 2007.

(6)	Mr. Mandel became a director of the Company on December 31, 2007.

(7)	Mr. Houlton became a director of the Company on December 31, 2007. All shares reflected in the table are outstanding common shares.

(8)

Mr. Moberly became a director of the Company on December 31, 2007. Mr. Moberly is the Chief Operating Officer of WERCS, a Wyoming corporation, which was the sole stockholder of Wyoming Financial Lenders, Inc. prior to the Merger on December 31, 2007. All shares reflected in the table as beneficially owned by Mr. Moberly are issuable upon conversion of an equal number of shares of Series A Convertible Preferred Stock held of record by WERCS.

(9)	Includes Messrs. Larson, Staehr, Quandahl, Klaasen, Mandel, Houlton and Moberly.

(10)	Mr. Miller was the Company’s Chief Executive Officer during 2007 until November 29, 2007. Mr. Miller served as the Company’s sole director until December 31, 2007.

(11)

WERCS is a Wyoming corporation that was the sole stockholder of Wyoming Financial Lenders, Inc. prior to the Merger on December 31, 2007. 10,000,000 shares beneficially owned by WERCS are common shares issuable upon conversion of Series A Convertible Preferred Stock. Investment and voting control over the shares beneficially owned by WERCS is exercised by Robert W. Moberly, its Chief Operating Officer. The significant shareholders of WERCS (those shareholders holding ten percent or more of the outstanding capital stock of WERCS) are Robert W. Moberly (our Chairman), who owns 203,685 shares of WERCS, Mark Houlton (a director), who owns 154,140 shares of WERCS, and Gail ~~Zimmerman.~~Zimmerman who owns 395,976 shares of WERCS. Other than Messrs. Moberly and Houlton, no other officers or directors of the Company own any interest in WERCS.

(12)	Lantern Advisers, LLC is a Minnesota limited liability company beneficially owned by Mr. Joseph A. Geraci, II and Douglas Polinsky, each of whom share investment and voting control. 400,000 share reflected in the table are issuable upon exercise of a warrant.

(13)

Mill City Ventures, LP is a Minnesota limited partnership the securities of which are beneficially held by Mill City Advisors LLC, a Minnesota limited liability company that serves as the general partner to Mill City Ventures, LP. Investment and voting control over the shares beneficially owned by Mill City Advisors LLC is exercised by Joseph A. Geraci, II, the sole member and manager of such company.

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(14)	Joseph A. Geraci, II, possesses beneficial ownership of securities held by Lantern Advisers, LLC and Mill City Ventures, LP. See footnotes 12 and 13 above. ~~Mr. Geraci disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.~~

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Management Agreement with Multiband Corporation. URON Inc. entered into a management agreement with Multiband Corporation for personnel and office support (including operations and accounting) relating to URON’s prior internet-access business as August 1, 2006. We incurred service fees to Multiband Corporation in the amount of $56,570 for the year ended December 31, 2006. Don Miller, our sole director and Chief Executive Officer during this period, was also the Chairman of the Board of Directors of Multiband Corporation. The Board of Directors believes that the fees paid and payable to Multiband Corporation pursuant to the management agreement are at market rate.

Certain Equity and Equity-Linked Transactions. On November 29, 2007, URON entered into three separate transactions. In one transaction, we issued a warrant to Lantern Advisers, LLC, a Minnesota limited liability company and then a holder of more than ten percent of the Company’s outstanding common stock, in consideration of its consulting efforts and services relating to the structuring of a then-potential transaction with Wyoming Financial Lenders, Inc. The warrant provides Lantern Advisers with the right, for a period of five years, to purchase up to 400,000 shares of our common stock at the per-share price of $0.01. Among other terms and conditions, the warrant also provides that the shares purchasable thereunder were not to be affected by any stock combination (i.e., reverse stock split) effected in connection with the then-potential combination transaction. Assuming that shares purchasable under the warrant at this time had a fair value of $0.466 per share (based on the contemporaneous subscription to purchase shares entered into with Christopher Larson on that same date), the dollar value of the warrant would be $186,400 at the time of issuance. The warrant was not exercisable, however, unless and until URON had engaged in a combination transaction constituting a change in control of the Company.

In another transaction on the same date, we entered into a Common Stock Purchase Agreement with Christopher Larson, who was appointed as our Chief Executive Officer on that date. Under that agreement, Mr. Larson had the right to purchase 1,071,875 shares of common stock for an aggregate purchase price of $500,000 on or prior to December 31, 2007 (i.e., $0.466 per share). Among other terms and conditions, the agreement provided that the shares purchasable thereunder were not to be affected by any stock combination (i.e., reverse stock split) effected in connection with the then-potential combination transaction.

In the third transaction on the same date, we issued options to various executive and non-executive management personnel. In total, we entered into option or similar agreements with 11 persons, obligating us to issue up to a maximum of 1,575,000 shares of common stock at the per-share price of $0.01. Among the optionees were Messrs. Steven Staehr and John Quandahl, who were respectively appointed as our Chief Financial Officer and Chief Operating Officer on that same date. Under their respective option agreements, Mr. Staehr had the right to purchase 550,000 shares and Mr. Quandahl had the right to purchase 400,000 shares. Upon issuance, the options were not vested or exercisable until URON engaged in a change in control (as defined in such agreements). The closing of the Merger constituted a change in control, as defined in the option agreements. The option agreements provided that the shares purchasable thereunder were not to be affected by any stock combination (i.e., reverse stock split) effected in connection with the then-potential combination transaction.

Subscriptions for Shares of Common Stock. In addition to the purchase of shares of common stock by Mr. Larson in the equity financing undertaken in connection with the Merger, Steve Staehr (our Chief Financial Officer), Mark Houlton (a director-appointee under the terms of the Merger Agreement), and Mill City Ventures, LP (a Minnesota limited partnership beneficially owned by Mr. Joseph A. Geraci, II, a beneficial owner of more than ten percent of our common equity) also subscribed for shares of our common stock in such financing. In particular, Mr. Staehr purchased 416,667 shares for an aggregate of $500,000; Mr. Houlton purchased 416,667 shares for an aggregate of $500,000; and Mill City Ventures, LP purchased 800,000 shares for an aggregate of $960,000. In connection with these investments, we entered into subscription agreements with these investors containing the same terms and conditions as those we entered into with other non-affiliated investors in such ~~financing.~~financing, which contained a per share price of $1.20.

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Exchange Agreement with National Cash & Credit. On February 26, 2008, we entered into an Exchange Agreement with National Cash & Credit, LLC, a Minnesota limited liability company, and its members. Our Chief Executive Officer and President, Christopher Larson, held substantially all of the ownership interests in National Cash & Credit and was an affiliate of that company. 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 ~~such members~~them of an aggregate of 1,114,891 shares of common stock (valued at $1.20 per share) and a cash payment of $100,000. The aggregate transaction value was $1,437,870. We valued the ~~shares~~stock issued to the members of National Cash & Credit at $1.20 per share, ~~meaning~~despite the fact that our common stock had been trading for a period of weeks prior to the closing at or around $3.00 per share, principally because of the following factors:

The then-current market price for shares of the Company’s common stock was (and remains) substantially affected, and unnaturally increased, by the very few number of shares eligible for trading.

The transaction terms, including the consideration to be provided to the members of National Cash & Credit, was negotiated principally by Messrs. Larson and Moberly (our Chairman). Negotiations respecting the transaction terms had initially begun in connection with the Merger transaction. During that time, the parties agreed in principle that the ~~aggregate~~number of shares of common stock constituting consideration for the acquisition price would be 1,114,891, while the other transaction ~~value~~terms were not finalized until the definitive agreement was ~~approximately $1,437,869.~~ entered into in February 2008. The transaction was also discussed among the Company’s Board of Directors and the proposed final Exchange Agreement was presented to the Board of Directors for approval (with Mr. Larson’s vote not being counted) after the disclosure of all of the material terms of the transaction and presentation of the proposed final agreement in writing—as permitted under the Minnesota Business Corporation Act for approving transactions involving a conflict of interest. The $100,000 cash distribution represented cash held by National Cash & Credit at the closing that was in excess of an agreed upon working capital closing requirement.

The closing of the transactions contemplated by the Exchange Agreement occurred effective as of February 26, 2008.

~~The Exchange Agreement contained customary representations, warranties and covenants~~ As a result of this transaction, we acquired five new stores located in the parties, and indemnification obligations relating thereto which survive until our annual report on Form 10-K for the year ended December 31, 2008 has been filed with the SEC (with certain exceptions for claims that may be based fraud of willful misconduct).

~~Christopher Larson, our Chief Executive Officer and President, held a direct and indirect material financial interest in~~Phoenix, Arizona market. The National Cash & Credit ~~by virtue of membership interests held directly in his name~~operation offers title lending cash advance loans ranging from $100 to $2,500 and ~~his ownership of interests in two separate limited liability companies that in turn owned membership interests in National Cash & Credit.~~title loans ranging from $500 to $2,000. In ~~the aggregate, Mr. Larson received approximately 71%~~title lending transactions, we typically accept an endorsed title to personal property of the ~~shares issued in~~borrowing customer (ordinarily, a car title) as collateral security for the ~~transaction (i.e., 789,415 shares of our common stock), and approximately $1,047,280 in total value of both shares and cash distributed in the~~loan transaction. ~~Prior~~For these title lending transactions, we charge fees ranging from $10 to entering into the Exchange Agreement, Mr. Larson’s financial interest in National Cash & Credit and the material terms and conditions of the Exchange Agreement were disclosed to our Board of Directors, which approved such agreement and the transactions contemplated thereby.$15 per month for each $100 loaned.

3436

DISCLOSURE OF COMMISSION POSITION ON

INDEMNIFICATION OR SECURITIES ACT LIABILITIES

Limitations on Directors’ Liability

Our Articles of Incorporation, as amended, and our corporate bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by law. In addition, as permitted by Minnesota law, our Articles of Incorporation, as amended, provide that no director will be liable to us or our shareholders for monetary damages for breach of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our shareholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties as a director, except that a director will be personally liable for:

any breach of his or her duty of loyalty to us or our shareholders

acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law

the payment of an improper dividend or an improper repurchase of our stock in violation of Minnesota law or in violation of federal or state securities laws, or

any transaction from which the director derived an improper personal benefit.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Potential Anti-Takeover Effects

Certain provisions set forth in our Articles of Incorporation, as amended, in our bylaws and in Minnesota law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a shareholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by shareholders.

Blank Check Preferred Stock. Our authorized capital consists of 250 million shares of capital stock. Pursuant to authority granted by our Articles of Incorporation, as amended, our Board of Directors, without any action by our shareholders, may designate and issue shares in such classes or series (including classes or series of preferred stock) as it deems appropriate, and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights. The rights of holders of other classes or series of stock that may be issued could be superior to the rights of holders of our common shares. In this regard, the designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock—common or preferred—will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share.

3537

While the foregoing provisions of our Articles of Incorporation, as amended, bylaws and Minnesota law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by our Board of Directors, and to discourage certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. These provisions also are intended to discourage certain tactics that may be used in proxy fights. Nevertheless, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of inhibiting changes in our management.

Minnesota Anti-Takeover Statutes

Section 302A.671 of the Minnesota Business Corporation Act applies, with certain exceptions, to any acquisition of our voting stock from a person, other than us and other than in connection with certain mergers and exchanges to which we are a party, that results in the acquiring person owning 20% or more of our voting stock then outstanding. Similar triggering events occur at the one-third and majority ownership levels. Section 302A.671 requires approval of any such acquisition by a majority vote of our disinterested shareholders and a majority vote of all of our shareholders. In general, shares acquired in excess of the applicable percentage threshold in the absence of such approval are denied voting rights and are redeemable at their then fair market value by us during a specified time period.

Section 302A.673 of the Minnesota Business Corporation Act generally prohibits us or any of our subsidiaries from entering into any business combination transaction with a shareholder for a period of four years after the shareholder acquires ten percent or more of our voting stock then outstanding. An exception is provided for circumstances in which, before the ten percent ownership threshold is reached, either the transaction or the share acquisition is approved by a committee of our Board of Directors composed of one or more disinterested directors.

The Minnesota Business Corporation Act contains a “fair price” provision in Section 302A.675. This provision provides that no person may acquire any of our shares within two years following the person’s last purchase of our shares in a takeover offer unless all shareholders are given the opportunity to dispose of their shares to the person on terms that are substantially equivalent to those in the earlier takeover offer. This provision does not apply if the acquisition is approved by a committee of our Board of Directors composed of one or more disinterested directors before any shares are acquired in the takeover offer.

Section 302A.553, subdivision 3, of the Minnesota Business Corporation Act prohibits us from purchasing any voting shares owned for less than two years from a holder of more than five percent of our outstanding voting stock for more than the market value of the shares. Exceptions to this provision are provided if the share purchase is approved by a majority of our shareholders or if we make a repurchase offer of equal or greater value to all shareholders.

USE OF PROCEEDS

We will not receive any proceeds from the resale of any of the shares offered by this prospectus by the selling shareholders. We will, however, receive proceeds in the event that the shares issuable upon exercise of a warrant are purchased for cash under the terms of such warrant. In such event, we will receive up to $4,000.

3638

SELLING SHAREHOLDERS

We are registering the resale of shares offered by this prospectus on behalf of the selling shareholders identified below. The selling shareholders may sell some or all of their shares at prevailing market prices or privately negotiated prices. The following table sets forth the number of shares of the common stock owned by the selling shareholders as of the date of this prospectus, and after giving effect to this offering. The percentage indicated for each selling shareholder in the column titled “Percentage Beneficial Ownership After the Offering” assumes the sale of all the shares offered by this prospectus.

Selling Shareholder	Number of Shares of Common Stock Owned Prior to the Offering ⁽¹⁾		Number of Shares of Common Stock Offered		Percentage Beneficial Ownership After the Offering ⁽¹⁾			Number of Shares of Common Stock Owned Prior to the Offering ⁽¹⁾		Number of Shares of Common Stock Offered		Percentage Beneficial Ownership After the Offering ⁽¹⁾

Alpha Capital Anstalt ⁽²⁾		416,667		416,667		*			416,667		416,667		*
21st Century Investment Company ⁽³⁾		142,857		142,857		*			142,857		142,857		*
Dan J. Shrader		46,000		35,000		*			46,000		35,000		*
David Bain		20,000		20,000		*			20,000		20,000		*
Ellis International LP ⁽⁴⁾		166,667		166,667		*			166,667		166,667		*
Elizabeth Zbikowski		134,109		125,000		*			134,109		125,000		*
Richard O’Leary		104,167		104,167					104,167		104,167
Boosalis Children Irrevocable Trust uad 12/27/00 ⁽⁵⁾		400,000		400,000		*			400,000		400,000		*
John J. Connors		29,167		29,167		*			29,167		29,167		*
Insight Capital Consultants Corporation ⁽⁶⁾		100,000		100,000		*			100,000		100,000		*
Lantern Advisers, LLC ⁽⁷⁾		713,310		400,000		3.3	%		713,310		400,000		3.3	%
Lacuna Hedge Fund, LLLP ⁽⁸⁾		416,667		416,667		*			416,667		416,667		*
Mill City Ventures, LP ⁽⁹⁾		800,000		800,000		*			800,000		800,000		*
Mark Houlton ⁽¹⁰⁾		416,667		416,667		*			416,667		416,667		*
Patrick Kinney		20,000		20,000		*			20,000		20,000		*
				3,592,859					3,926,278		3,592,859

*	less than 1%

(1)

For purposes of the selling shareholder table and consistent with applicable Commission rules, beneficial ownership includes any shares as to which the shareholder has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible security, warrant or other right. The indication herein that shares are beneficially owned does not constitute an admission on the part of the shareholder that he, she or it is a direct or indirect beneficial owner of those shares.

(2)	The individual beneficial owner of shares held by the selling shareholder is Konrad Ackarman.

(3)	The individual beneficial owners of shares held by the selling shareholder are Jan Stueve, Roy Stueve and David Stueve.

(4)	The individual beneficial owner of shares held by the selling shareholder is Martin Chopp.

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(5)	The individual beneficial owner of shares held by the selling shareholder is Jerry Nelson.

(6)	The individual beneficial owner of shares held by the selling shareholder is Brock A. Malky.

(7)	The individual beneficial owners of shares held by the selling shareholder are Messrs. Joseph A. Geraci, II and Douglas M. Polinsky. All 400,000 shares are issuable upon exercise of a warrant.

(8)	The individual beneficial owner of shares held by the selling shareholder is Rawleigh Raks.

(9)	The individual beneficial owner of shares held by the selling shareholder is Joseph A. Geraci, II, who serves as the managing member of Mill City Advisors, LLC, a Minnesota limited liability company that is the general partner of Mill City Ventures, LP.

(10)	Mr. Houlton is a member of the Company’s Board of Directors.

3840

PLAN OF DISTRIBUTION

We are registering the shares offered by this prospectus on behalf of the selling shareholders. The selling shareholders may sell some or all of their shares at prevailing market prices or privately negotiated prices.

The shares may be sold or distributed from time to time by the selling shareholders or by pledgees, donees or transferees of, or successors-in interest-to, the selling shareholders (all of whom together shall be deemed to be “selling shareholders” under this prospectus), directly to one or more purchasers (including pledgees) or through brokers or dealers who act solely as agents, at market prices prevailing at the time of such sale, at prices related to such prevailing market prices, or at negotiated prices, any which may be changed. The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction

purchases by a broker-dealer as principal and resale by the broker-dealer for its account

an exchange distribution in accordance with the rules of the applicable exchange

privately negotiated transactions

short sales

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise

broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share, and

a combination of any such methods of sale.

From time to time, the selling shareholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors-in-interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

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The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any proceeds directly from this offering.

The selling shareholders also may resell all or a portion of the shares in open-market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The selling shareholders and any broker-dealers that act in connection with the sale of the shares offered hereby might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of the securities sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Securities and Exchange Act of 1934 may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus-delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock and the material provisions of our articles of incorporation, bylaws and certain agreements to which we and our shareholders are parties. The following is only a summary and is qualified by applicable law and by the provisions of our articles of incorporation, bylaws and such other agreements, copies of which are available as set forth under “Where You Can Find More Information.”

General

As of the date of this prospectus, there were 8,889,644 shares of our common stock issued and outstanding, and approximately 500 holders of record of our common stock, and there were 10,000,000 shares of our Series A Convertible Preferred Stock issued and outstanding held by one holder of record. Our authorized capital consists of 250,000,000 shares of capital stock, no par value, of which 10,000,000 shares are designated for issuance as preferred stock, with a par value of $0.01 per share. As of the date of this prospectus, we also had outstanding warrants for the purchase of up to 400,000 shares of our common stock.

Common Stock

Voting. The holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that shareholder on every matter properly submitted to the shareholders for their vote. Shareholders are not entitled to vote cumulatively for the election of directors.

Dividend Rights. Subject to the dividend rights of the holders of any outstanding series of preferred stock, holders of our common stock are entitled to receive ratably such dividends and other distributions of cash or any other right or property as may be declared by our Board of Directors out of our assets or funds legally available for such dividends or distributions.

Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to shareholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Conversion, Redemption and Preemptive Rights. Holders of our common stock have no conversion, redemption, preemptive, subscription or similar rights.

Preferred Stock

Of our 250 million shares of authorized capital, we have designated 10,000,000 for issuance as “Series A Convertible Preferred Stock.” Each share of Series A Convertible Preferred Stock carries a $2.10 stated value and entitles its holders to (i) a cumulative ten percent dividend, compounded and payable on a quarterly basis; (ii) in the event of a liquidation or dissolution of the Company, a preference in the amount of all accrued but unpaid dividends plus the stated value of such shares, before any payment shall be made or any assets distributed to the holders of any junior securities; (iii) convert their preferred shares into our common shares on a share-for-share basis, subject to adjustment; and (iv) vote their preferred shares on an as-if-converted basis. We have the right to redeem some or all of such preferred shares, at any time upon 60 days’ advance notice, at a price dependent upon the date of redemption. In the case of any redemption closing on or prior to March 31, 2009, the redemption price will be $3.00 per share plus accrued but unpaid dividends; thereafter, the redemption price will $3.50 per share plus accrued but unpaid dividends. Holders of our Series A Convertible Preferred Stock have no preemptive or cumulative-voting rights.

4143

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Maslon Edelman Borman & Brand, LLP, Minneapolis, Minnesota.

EXPERTS

The consolidated financial statements of URON Inc. for the years ended December 31, 2007 and December 31, 2006, included in this prospectus, have been audited by Lurie Besikof Lapidus & Company, LLP, independent registered public accounting firm, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules, and amendments to the registration statement) under the Securities Act, with respect to the shares of our common stock offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to us and the shares of our common stock to be sold in this offering, we refer you to the registration statement (SEC File No. 333-150914). Statements contained in this prospectus as to the contents of any contract, agreement or other document to which we make reference are not necessarily complete. In each instance, we refer you to the copy of such contract, agreement or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by the more complete description of the matter involved.

We are currently subject to the reporting and information requirements of the Securities Exchange Act of 1934, and, as a result, we are required to file periodic and current reports, and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Copies of all or any part of the registration statement may be obtained from the SEC’s offices upon payment of fees prescribed by the SEC. The SEC maintains an internet site that contains periodic and current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.

4244

URON Inc.

Index to Consolidated Financial Statements and Information

	Page
Report of Independent Registered Public Accounting Firm		F-1

Audited Financial Statements
Consolidated Balance Sheets – as of December 31, 2007 and 2006		F-2
Consolidated Statements of ~~Operations~~Income – for the years ended December 31, 2007 and 2006		F-3
Consolidated Statements of Shareholders’ Equity – for the years ended December 31, 2007 and 2006		F-4
Consolidated Statements of Cash Flow – for the years ended December 31, 2007 and 2006		F-5
Notes to Consolidated Financial Statements		F-7

Unaudited Interim Financial Statements
Consolidated Balance Sheets – as of ~~March 31,~~June 30, 2008 and December 31, 2007 (audited)		F-20
Consolidated Statements of ~~Operations~~Income – for the three and six months ended ~~March 31,~~June 30, 2008 and 2007		F-21
Consolidated Statements of Cash Flow – for the ~~three~~six months ended ~~March 31,~~June 30, 2008 and 2007		F-22
Notes to Interim Consolidated Financial Statements		F-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board Directors

URON Inc.

Council Bluffs, Iowa

We have audited the accompanying consolidated balance sheets of URON Inc. and Subsidiary as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of URON Inc. and Subsidiary as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/Lurie Besikof Lapidus & Company, LLP

Minneapolis, Minnesota

April 2, 2008

F-1

URON INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	December 31,
ASSETS	2007			2006
CURRENT ASSETS
Cash	$	984,625		$	1,265,460
Loans receivable, less allowance for doubtful accounts of $976,000 and $762,000		4,117,497			3,884,807
Stock subscriptions receivable, subsequently collected		4,422,300			-
Prepaid expenses and other		92,333			166,988
Deferred income taxes		526,000			394,000
TOTAL CURRENT ASSETS		10,142,755			5,711,255

PROPERTY AND EQUIPMENT		631,736			656,606

GOODWILL		9,883,659			9,883,659

INTANGIBLE ASSETS		90,926			227,333

OTHER		167,000			-

TOTAL ASSETS	$	20,916,076		$	16,478,853

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,908,844		$	496,769
Accounts payable - related parties		950,935			-
Deferred revenue		262,357			250,133
Notes payable		-			530,000
TOTAL CURRENT LIABILITIES		3,122,136			1,276,902

DEFERRED INCOME TAXES		545,000			675,000

TOTAL LIABILITIES		3,667,136			1,951,902

STOCKHOLDERS’ 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, 10,000,000 shares authorized, 6,299,753 and 1,125,000 shares issued and outstanding		-			-
Additional paid-in capital		17,639,318			13,358,158
Retained earnings (deficit)		(490,378	)		1,068,793
		17,248,940			14,526,951

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	20,916,076		$	16,478,853

See notes to consolidated financial statements.

F-2

URON INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME


	Year Ended December 31,
	2007			2006
REVENUES
Loan fees	$	9,104,545		$	6,898,554
Check cashing fees		1,333,123			817,379
Guaranteed phone / Cricket fees		749,475			889,778
Other fees		159,381			114,127
		11,346,524			8,719,838

STORE EXPENSES
Salaries and benefits		2,639,225			1,920,632
Provisions for loan losses		1,484,754			878,469
Guaranteed phone/Cricket cost of sales		442,845			592,283
Occupancy		754,648			426,634
Advertising		419,732			370,379
Depreciation		113,164			77,946
Amortization of intangible assets		136,407			136,405
Other		1,090,737			797,084
		7,081,512			5,199,832

INCOME FROM STORES		4,265,012			3,520,006

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		1,470,372			1,057,666
Depreciation		27,474			33,374
Merger transaction expenses		1,488,774			-
Other		347,148			229,105
		3,333,768			1,320,145

INCOME BEFORE INCOME TAXES		931,244			2,199,861

INCOME TAX EXPENSE		904,000			829,000

NET INCOME		27,244			1,370,861

ASSUMED SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS		(2,100,000	)		(2,100,000	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,072,756	)	$	(729,139	)

NET LOSS PER COMMON SHARE -
Basic and diluted	$	(1.82	)	$	(0.65	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and diluted		1,139,177			1,125,000

See notes to consolidated financial statements.

F-3

URON INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Series A
	Convertible				Common				Additional
	Preferred Stock				Stock				Paid-In			Retained			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
BALANCE - December 31, 2005		10,000,000	$	100,000		1,125,000	$	-	$	9,158,158		$	607,074		$	9,865,232

Equity contribution		-		-		-		-		4,200,000			-			4,200,000
Dividends		-		-		-		-		-			(909,142	)		(909,142	)
Net income		-		-		-		-		-			1,370,861			1,370,861

BALANCE - December 31, 2006		10,000,000		100,000		1,125,000		-		13,358,158			1,068,793			14,526,951

Common stock issued, net of $347,995 costs		-		-		4,403,544		-		4,150,005			-			4,150,005
Stock-based compensation		-		-		-		-		460,000			-			460,000
Reverse Merger Transaction:
Previously issued URON Inc. stock		-		-		771,209		-		369,919			(419,919	)		(50,000	)
Elimination of accumulated deficit		-		-		-		-		(419,919	)		419,919			-
Return of capital to WERCS		-		-		-		-		(278,845	)		-			(278,845	)
Dividends		-		-		-		-		-			(1,586,415	)		(1,586,415	)
Net income		-		-		-		-		-			27,244			27,244

BALANCE - December 31, 2007		10,000,000	$	100,000		6,299,753	$	-	$	17,639,318		$	(490,378	)	$	17,248,940

See notes to consolidated financial statements.

F-4

URON INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2007			2006
OPERATING ACTIVITIES
Net income	$	27,244		$	1,370,861
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		460,000			-
Depreciation		140,638			111,320
Amortization of intangible assets		136,407			136,405
Deferred income taxes		(262,000	)		198,000
Loss on disposal of property and equipment		25,979			-
Changes in operating assets and liabilities:
Loans receivable		(224,722	)		(11,940	)
Prepaid expenses and other		74,655			(88,405	)
Accounts payable and accrued liabilities		1,519,170			758,813
Deferred revenue		12,224			79,054
Net cash provided by operating activities		1,909,595			2,554,108

INVESTING ACTIVITIES
Purchases of property and equipment		(140,747	)		(219,355	)
Acquisition of stores, net of cash acquired		(8,968	)		(5,285,163	)
Net cash used by investing activities		(149,715	)		(5,504,518	)

FINANCING ACTIVITIES
Payments on notes payable		(530,000	)		-
Stock sales and equity contribution		75,700			4,200,000
Dividends		(1,586,415	)		(909,142	)
Net cash provided (used) by financing activities		(2,040,715	)		3,290,858

NET INCREASE (DECREASE) IN CASH		(280,835	)		340,448

CASH
Beginning of year		1,265,460			925,012

End of year	$	984,625		$	1,265,460

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid (primarily to WERCS) for income taxes	$	1,176,044		$	620,956

Noncash investing and financing activities:
Stock sold on subscriptions - uncollected	$	4,422,300		$	-
Cost of raised capital in accounts payable		347,995			-
Return of capital to WERCS in accounts payable		278,845			-
Other assets in accounts payable		167,000			-
Reverse merger of URON Inc.		50,000			-

See notes to consolidated financial statements.

F-5

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Business and Summary of Significant Accounting Policies -

Nature of Business/ Basis of Presentation

URON Inc. (URON) through its wholly owned operating subsidiary, Wyoming Financial Lenders, Inc. (WFL), collectively referred to as the Company, provides retail financial services to individuals in the Midwestern United States. These services include non-recourse cash advance 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 December 31, 2007, the Company operated 52 stores in 10 states (Nebraska, Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana and Colorado). As of December 31, 2006, Company operated in 55 stores in 10 states. The consolidated financial statements include the accounts of URON and WFL. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company provides short-term consumer loans, known as cash advance 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 $20 per each $100 borrowed. To repay the cash advance loans, customers may pay with cash, in which their personal check is returned to them, or allowing their check to be presented to the bank for collection.

The Company also provides ancillary consumer financial products and services that are complementary to its cash advance-lending business, such as check-cashing services, money transfers and money orders. We also offer guaranteed phone/Cricket™ phones to our customers.

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 URON, WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the URON, 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 URON. This transaction is referred to throughout this report as the “Merger” (Note 2).

As a result of the Merger, WERCS, a Wyoming corporation and the former sole stockholder of WFL, received: (i) 1,125,000 shares of the URON’s common stock, and (ii) 10,000,000 shares of Series A Convertible Preferred Stock. On an aggregate and as-if-converted basis, WERCS received 11,125,000 common shares representing approximately 68% of the Company’s outstanding common stock after the Merger. In addition, WERCS received a $278,845 return of capital for excess assets at the Merger date as defined in the Merger Agreement.

(continued)

F-6

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nature of Business/ Basis of Presentation - (continued)

The 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 URON in exchange for the net monetary liabilities of URON, accompanied by a recapitalization and, as a result, no goodwill relating to the Merger has been recorded.

Prior to the Merger, URON effected a 1-for-10 share combination (i.e., reverse stock split) of its capital stock, and corresponding reduction in the number of shares of authorized capital, effective as of December 27, 2007. All share and per share information included in these consolidated financial statements give effect for the 1-for-10 share combination.

Use of Estimates

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

Loans Receivable

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 accounts, 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 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.

A rollforward of the Company’s loans receivable allowance for the years ended December 31, 2007 and 2006 is as follows:

	Year Ended December 31,						Year Ended December 31,
	2007			2006			2007			2006

Loans receivable allowance, beginning of year	$	762,000		$	661,000		$	762,000		$	661,000
Provision for loan losses charged to expense		1,484,754			878,469			1,484,754			878,469
Charge-offs, net		(1,270,754	)		(774,469	)		(1,270,754	)		(777,469	)

Loans receivable allowance, end of year	$	976,000		$	765,000		$	976,000		$	762,000

F-7

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is provided on the straight-line method over the estimated useful lives of the related assets. Useful lives range from five to seven years for furniture, equipment, and vehicles. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the related assets or the leases term, and this amortization is included with depreciation.

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired using purchase accounting and is not amortized.

Intangible Assets

Customer relationships represent the fair values assigned to relationships with customers acquired through business acquisitions and is amortized over three years.

Long- Lived Assets

Goodwill is reviewed, at least annually, for impairment. Property and equipment and customer relationships are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recognized when the fair value of the asset is less than the carrying value of the asset.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and loans receivable. The Company’s cash is placed with high quality financial institutions. From time to time, cash balances exceed federally insured limits. The Company has not experienced any significant losses with respect to its cash. Loans receivable, while concentrated in geographical areas, are dispersed among numerous customers.

(continued)

F-8

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income Taxes

Deferred income taxes reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts, based on enacted tax laws and statutory tax rates applicable in the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The provision for income taxes represents taxes paid or payable for the current year and changes during the year in deferred tax assets and liabilities.

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. The following potentially dilutive securities were anti-dilutive and therefore excluded from the dilutive net loss per share computation:



Series A Convertible Preferred Stock			10,000,000
Stock options (issued in 2007)			1,575,000
Stock warrants (issued in 2007)			425,000

			12,000,000

Fair Value of Financial Instruments

The amounts reported in the balance sheets for cash, loans receivable, stock subscriptions receivable notes payable, and accounts payable are short-term in nature and their carrying values approximate fair values.

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. On December 14, 2007, the FASB issued Staff Position FAS 157-b, which deferred the effective date of SFAS No. 157 for one year, as it relates to nonfinancial assets and liabilities. The Company is evaluating the impact the adoption of SFAS No. 157 will have on our financial position or results of operations.

(continued)

F-9

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Recent Accounting Pronouncements - (continued)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities (as amended), Including an Amendment of FASB Statement No. 115,” which permits entities to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. SFAS No. 159 will be effective for the Company beginning in fiscal 2008. The Company is evaluating the impact the adoption of SFAS No. 159 will have on our financial position or results of operations.

In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under SFAS No. 141R, changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008. This standard will change our accounting treatment for business combinations on a prospective basis.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interest and classified as a component of equity. This new consolidation method significantly changes the accounting for transactions with minority interests holders. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. We are evaluating the impact the adoption of SFAS No. 160 will have on our financial position or result of operations.

Merger -

The following is a summary of the significant Merger-related transactions:

In contemplation of the Merger, URON entered into a subscription agreement with the Company’s Chief Executive Officer (CEO). Under the agreement, the CEO purchased 1,071,875 shares of URON common stock for an aggregate purchase price of $500,000. At December 31, 2007, the purchase price was included in subscriptions receivable and has since been collected.

In contemplation of the Merger, URON entered into various stock option agreements with executive and non-executive management personnel. In addition, URON granted stock warrants to certain other parties. In total, URON granted stock options and warrants to eleven parties, to purchase an aggregate of 1,600,000 shares of common stock at the per-share price of $0.01. These options and warrants include 550,000 issued to the Company’s Chief Financial Officer (CFO) and 400,000 issued to the Company’s Chief Operating Officer (COO).

(continued)

F-10

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	Merger - (continued)

URON issued a warrant to Lantern Advisors, LLC for the purchase of up to 400,000 shares of common stock at the per-share price of $0.01 for professional services.

The Company assumed $50,000 of liabilities of URON.

The Company was responsible for certain fees to various brokers, advisors and others for expenses related to the Merger.

In contemplation of the Merger, URON entered into subscription agreements to sell 3,331,669 shares of its common stock for an aggregate purchase price of $3,998,000. As of December 31, 2007, $75,700 of the subscriptions receivable were collected and the remaining amount has since been collected. Expenses incurred related to the issuance of these shares were $347,995.

WERCS, the former sole owner of WFL common stock, received an aggregate of 1,125,000 shares of URON’s common stock and 10,000,000 shares of URON Series A Convertible Preferred Stock.

3.	Acquisitions -

In 2007 and 2006, the Company purchased the assets of various stores in separate transactions. The aggregate purchase price totaled $10,849 in 2007 and $5,473,600 in 2006.

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

	Year Ended December 31,
	2007		2006

Cash	$	1,881	$	188,437
Loans receivable		7,968		1,274,611
Other current assets		-		1,200
Property and equipment		1,000		273,148
Goodwill		-		3,792,009
Current liabilities		-		(55,805	)

	$	10,849	$	5,473,600

Based on the marginal profitability of the stores acquired in 2006 and the expected customer attrition rates, the Company determined that no significant value of identifible intangible assets were acquired.

(continued)

F-11

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	Acquisitions - (continued)

The results of the operations for the acquired locations have been included in the financial statements since the date of the acquisitions. The following table presents the unaudited pro forma results of operations for the years ended December 31, 2007 and 2006, as if these acquisitions had been consummated at the beginning of each year presented. The unaudited 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.

	Year Ended December 31,
	2007			2006
	(unaudited)			(unaudited)
Pro forma revenue	$	11,466,524		$	11,466,524
Pro forma net income		51,244			1,802,580
Net loss per common share - basic and diluted		(1.80	)		(0.26	)

4.	Property and Equipment -

Property and equipment consisted of the following:

	December 31,
	2007		2006

Furniture and equipment	$	553,714	$	590,275
Leasehold improvements		400,931		396,267
Vehicles		62,160		55,410
		1,016,805		1,041,952
Less accumulated depreciation		385,069		385,346

	$	631,736	$	656,606

5.	Intangible Assets -

Intangible assets consisted of the follows:

	December 31,
	2007		2006

Customer relationships	$	451,974	$	451,974
Less accumulated amortization		361,048		224,641

	$	90,926	$	227,333

Future amortization of intangible assets will be $90,926 in 2008.

F-12

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	Income Taxes -

Prior to the Merger, the Company operated under an informal tax allocation agreement with WERCS, which required the Company to pay its fair share of its income taxes as if the Company were a stand-alone entity.

The Company’s provision for income taxes is as follows:

	Year Ended December 31,
	2007			2006
Current:
Federal	$	996,000		$	539,000
State		170,000			92,000
		1,166,000			631,000
Deferred:
Federal		(178,000	)		210,000
State		(84,000	)		(12,000	)
		(262,000	)		198,000

	$	904,000		$	829,000

Deferred income tax assets (liabilities) are summarized as follows:

	December 31,
	2007					2006
	Current		Noncurrent			Current		Noncurrent
Deferred income tax assets
Allowance for loans receivable	$	367,000	$	-		$	287,000	$	-
Deferred revenue		-		-			94,000		-
Stock-based compensation		137,000		-			-		-
Other		22,000		-			13,000		-
		526,000		-			394,000		-
Deferred income tax liabilities
Late loans receivable		-		-			-		(366,000	)
Property and equipment		-		(25,000	)		-		(2,000	)
Goodwill and intangible assets		-		(520,000	)		-		(307,000	)
		-		(545,000	)		-		(675,000	)

Net	$	526,000	$	(545,000	)	$	394,000	$	(675,000	)

In 2007, the Company changed its income tax reporting method of accounting for late loans receivable and deferred revenue.

(continued)

F-13

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.	Income Taxes - (continued)

Reconciliations from the statutory federal income tax rate to the effective income tax rate are as follows:

	Year Ended December 31,
	2007		2006

Income tax expense using the statutory federal rate	$	316,600	$	747,800
State income taxes, net of federal benefit		33,800		80,100
Permanent differences, primarily merger transaction expenses		553,600		1,100

Income tax expense	$	904,000	$	829,000

The Company adopted the provisions of FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes - an Interpretation No. 109”, on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” As required by FIN No. 48, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN No. 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN No. 48 did not have a material impact on the consolidated financial statements.

It is the Company’s practice to recognize penalties and/or interest related to income tax matters in interest and penalties expense. As of December 31, 2007, the Company had an immaterial amount of accrued interest and penalties.

The Company is subject to income taxes in the U.S. federal jurisdiction and various states and local jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for the years before 2004. The Company is not currently under examination by any taxing jurisdiction.

7.	Stockholders’ Equity -

Capitalization

At December 31, 2007, the Company’s authorized capital stock consists of 20,000,000 shares of no par value capital stock. All shares have equal voting rights and are entitled to one vote per share.

(continued)

F-14

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.	Stockholders’ Equity - (continued)

Capitalization - (continued)

Of the 20,000,000 shares of authorized capital, 10,000,000 have been designated as common stock and 10,000,000 as Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has a 10% cumulative dividend and can be converted on a share-for-share basis into common stock. The Company has the right to redeem some or all of the Series A Convertible Preferred Stock at any time, upon 60 days notice, at $3.00 per share prior to April 1, 2009, or $3.50 per share afterwards, plus any cumulative unpaid dividends.

Stock Options and Warrants

No stock options or stock warrants were granted by the Company prior to 2007. In 2007, stock option and stock warrants were granted in connection with the Merger, became immediately exercisable with the Merger, and had a grant date fair value of $0.23. The Company intends to issue new shares upon exercise of stock option and warrants.

Stock options and stock warrants outstanding at December 31, 2007, consisted of the following:

		Stock Options		Stock Warrants
Exercise price	$	0.01	$	0.01
Units outstanding		1,575,000		425,000
Remaining contractual life		1 year		1 year

The aggregate intrinsic value of all vested options and warrants at December 31, 2007 is approximately $8 million.

Stock options and stock warrants activity for 2007 consisted of the following:

	Stock Options		Stock Warrants
Outstanding, December 31, 2006		-		-
Granted		1,575,000		425,000
Exercised		-		-

Outstanding, December 31, 2007		1,575,000		425,000

The fair value of stock options and stock warrants is estimated using the Black-Scholes-Merton option pricing model (using estimated value of URON) with the following weighted average assumptions:

Description	Assumption

Risk-free interest rate	3.14	%
Expected life	0.50 years
Expected volatility	247.00	%
Expected dividend rate	0.00	%

F-15

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	Operating Lease Commitments -

The Company leases its facilities under operating leases with terms ranging from three to five years, with rights to extend for additional periods. Rent expense was approximately $757,000 and $455,000 in 2007 and 2006 respectively. Future minimum lease payments are approximately as follows:

Year Ending December 31,		Amount
2008	$	470,000
2009		363,000
2010		219,000
2011		131,000
2012		48,000

	$	1,231,000

9.	Related Party Transactions -

At December 31, 2007, accounts payable included approximately $401,000 payable to the Company’s CEO for reimbursement of Merger and equity transaction related costs and $550,000 payable to WERCS for merger transaction related costs and return of capital.

The Company leases two properties from an officer of the Company and another related party under operating leases that extend through 2011 requiring monthly lease payments of $2,400.

10.	Employee Savings Plan -

The Company began a defined contribution retirement plan in 2007 intended to be qualified under Section 401(k) of the Internal Revenue Code. All employees are eligible to participate in the Plan after approximately one year of employment. The Plan allows each participant to make elective contributions subject to statutory limits. The Company matches employee contributions up to 100 % of the first 5% of the participating employees’ annual compensation. Company matching contributions to the Plan were approximately $32,000 in 2007.

11.	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.

(continued)

F-16

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.	Risks Inherent in the Operating Environment - (continued)

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 year ended December 31, 2007, the Company’s revenues by state in excess of 10% were approximately as follows:

State	% of Revenues
Iowa	12	%
Nebraska	36	%

12.	Other Expenses

A breakout of other expense is as follows:

	Year Ended December 31,
	2007		2006
Store expenses
Collection costs	$	227,871	$	121,909
Supplies		133,614		111,641
Telephone and Utilities		299,096		192,975
Other		430,156		370,559
	$	1,090,737	$	797,084

~~12.~~13.

Subsequent Events -

2008 Stock Incentive Plan

On February 2, 2008, the Board of Directors of the Company approved and adopted the Company’s 2008 Stock Incentive Plan, pursuant to which an aggregated of 2,000,000 shares of common stock have been reserved for issuance.

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 (National Cash), and the members of National Cash. Under the Exchange Agreement, the members of National Cash assigned all of the outstanding membership interests in National Cash to the Company in exchange 1,114,891 shares of the Company’s common stock and a cash payment of $100,000. The Exchange Agreement contained customary representations, warranties and covenants of the parties and indemnification obligations.

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

National Cash was formed approximately two years ago and owned and operated five "payday" consumer loan stores located in suburban Phoenix, Arizona. National Cash principally offered short-term (i.e., five to 31 day) cash advance loans ranging from $100 to $2,500, and title loans ranging from $500 to $2,000. As of December 31, 2007, National Cash had approximately $840,000 in aggregate outstanding principal amount of cash advance and title loans.

(continued)

F-17

URON INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~12.~~13.

Subsequent Events - (continued)

Acquisition of North Dakota Stores

On March 1, 2008 the Company acquired, for $400,000, five stores offering payday advance loans in Fargo, Grand Forks, Bismarck, and Minot, North Dakota. These stores currently operate under the Ameri-Cash name.

Authorization of Additional Common Shares

On March 17, 2008, the stockholders approved an increase in the Company’s authorized shares to 250,000,000.

Dividend Declaration and Payment

Exercises of Options

In early 2008, 1,575,000 options were exercised for total proceeds of $15,750.

F-18

URON INC. AND SUBSIDIARIES

C O N T E N T S

	Page(s)

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	F-20

Condensed Consolidated Statements of ~~Operations~~Income	F-21

Condensed Consolidated Statements of Cash Flows	F-22

Notes to Condensed Consolidated Financial Statements	F-23

F-19

~~URON~~WESTERN CAPITAL RESOURCES, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2008			December 31, 2007			June 30, 2008			December 31, 2007
	(Unaudited)						(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	3,987,882		$	984,625		$	3,300,824		$	984,625
Loans receivable (less allowance for losses of $989,000 and $976,000)		4,246,684			4,117,497
Loans receivable (less allowance for losses of $1,014,000 and $976,000)								4,844,155			4,117,497
Stock subcriptions receivable		-			4,422,300			-			4,422,300
Prepaid expenses and other		360,290			92,333			211,672			92,333
Deferred income taxes		386,000			526,000
Deferred Income Taxes								410,000			526,000
TOTAL CURRENT ASSETS		8,980,856			10,142,755			8,766,651			10,142,755

PROPERTY AND EQUIPMENT		824,688			631,736			886,840			631,736

GOODWILL		10,483,388			9,883,659			10,443,388			9,883,659

INTANGIBLE ASSETS		163,771			90,926			156,060			90,926

OTHER		-			167,000			-			167,000

TOTAL ASSETS	$	20,452,703		$	20,916,076		$	20,252,939		$	20,916,076

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	498,430		$	1,908,844		$	948,685		$	1,908,844
Accounts payable - related parties		535,000			950,935			-			950,935
Accrued dividend payable		525,000			-			525,000			-
Deferred revenue		250,520			262,357			283,197			262,357
TOTAL CURRENT LIABILITIES		1,808,950			3,122,136			1,756,882			3,122,136

DEFERRED INCOME TAXES		601,000			545,000			672,000			545,000

TOTAL LIABILITES		2,409,950			3,667,136			2,428,882			3,667,136

STOCKHOLDERS' 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			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		18,991,937			17,639,318
Accumulated deficit		(1,049,184	)		(490,378	)
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								18,981,643			17,639,318
Retained earnings (deficit)								(1,257,586	)		(490,378	)
TOTAL STOCKHOLDERS' EQUITY		18,042,753			17,248,940			17,824,057			17,248,940

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,452,703		$	20,916,076		$	20,252,939		$	20,916,076

See notes to condensed consolidated financial statements.

F-20

WESTERN CAPITAL RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

~~URON INC. AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~
~~(Unaudited)~~

	For Three months ended			For Three months ended			For six months ended			For six months ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007

REVENUES
Cash advance loan fees	$	2,624,365		$	2,197,206		$	4,874,641		$	4,347,512
Check cashing fees		283,063			325,295			629,154			731,740
Guaranteed phone/Cricket fees		145,331			171,247			313,682			438,643
Title loan fees		158,902			-			221,640			-
Other fees		43,240			36,894			105,292			84,420
		3,254,901			2,730,642			6,144,409			5,602,315

STORE EXPENSES
Salaries and benefits		846,970			638,639			1,610,847			1,322,610
Provisions for loan losses		438,882			369,656			794,956			643,138
Guaranteed phone/Cricket cost of sales		66,427			103,662			173,303			256,399
Occupancy		299,401			188,568			518,065			374,438
Advertising		93,094			96,188			178,620			222,477
Depreciation		48,532			23,209			81,145			57,897
Amortization of intangible assets		47,711			34,101			84,866			68,202
Other		399,815			214,775			753,888			505,094
		2,240,832			1,668,798			4,195,690			3,450,255

INCOME FROM STORES		1,014,069			1,061,844			1,948,719			2,152,060

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits		315,349			231,905			596,393			610,115
Depreciation		7,180			11,125			16,976			21,417
Other		170,942			93,196			841,558			189,826
		493,471			336,226			1,454,927			821,358

INCOME BEFORE INCOME TAXES		520,598			725,618			493,792			1,330,702

INCOME TAX EXPENSE		204,000			273,000			211,000			501,000

NET INCOME		316,598			452,618			282,792			829,702

SERIES A CONVERTIBLE PREFERRED STOCK DIVIDENDS (assumed for 2007)		(525,000	)		(525,000	)		(1,050,000	)		(1,050,000	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(208,402	)	$	(72,382	)	$	(767,208	)	$	(220,298	)

NET LOSS PER COMMON SHARE-
Basic and diluted	$	(0.02	)	$	(0.06	)	$	(0.09	)	$	(0.20	)

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING -
Basic and diluted		8,889,644			1,125,000			8,178,339			1,125,000

Three Months Ended March 31, 2008 2007

REVENUES
Loan Fees $ 2,250,276 $ 2,150,306
Check cashing fees 346,091 406,445
Guaranteed phone / Cricket fees 168,351 267,396
Title loan fees 62,738 -
Other fees 62,052 47,526
2,889,508 2,871,673

STORE EXPENSES
Salaries and benefits 763,877 683,971
Provisions for loan losses 356,074 273,482
Guaranteed phone/Cricket cost of sales 106,876 152,737
Occupancy 218,664 185,870
Advertising 85,526 126,289
Depreciation 32,613 34,688
Amortization of intangible assets 37,155 34,101
Other 354,073 290,319
1,954,858 1,781,457

INCOME FROM STORES 934,650 1,090,216

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and benefits 281,044 378,210
Depreciation 9,796 10,292
Other 670,616 96,630
961,456 485,132

INCOME (LOSS) BEFORE INCOME TAXES (26,806 ) 605,084

INCOME TAX EXPENSE 7,000 228,000

NET INCOME (LOSS) (33,806 ) 377,084

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

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (558,806 ) $ (147,916 )

NET LOSS PER COMMON SHARE -
Basic and diluted $ (0.07 ) $ (0.13 )

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING -
Basic and diluted 8,150,208 1,125,000

See notes to condensed consolidated financial statements.

F-21

~~URON~~WESTERN CAPITAL RESOURCES, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED ~~STATEMENT OF~~ CASH FLOW

(Unaudited)

Three Months Ended March 31,	2008			2007
Six Months Ended June 30, 2008							2008			2007

OPERATING ACTIVITIES
Net income (loss)	$	(33,806	)	$	377,084
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Net Income							$	282,792		$	829,702
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation		42,409			44,980			98,121			79,314
Amortization		37,155			34,101			84,866			68,204
Deferred income taxes		196,000			37,000			243,000			188,000
Changes in operating assets and liabilities
Loans receivable		721,390			638,694			123,919			147,364
Prepaid expenses and other assets		(100,957	)		43,968			47,661			43,430
Accounts payable and accrued liabilities		(1,890,186	)		33,656			(1,974,931	)		(18,877	)
Deferred revenue		(11,838	)		(26,122	)		20,840			6,825
Net cash provided (used) by operating activities		(1,039,833	)		1,183,361			(1,073,732	)		1,343,962

INVESTING ACTIVITIES
Purchases of property and equipment		(42,060	)		(47,851	)
Purchase of property, plant equipment								(159,924	)		(90,655	)
Acquisition of stores, net of cash acquired		(351,900	)		-			(351,900	)		-
Net cash used by investing activities		(393,960	)		(47,851	)		(511,824	)		(90,655	)

FINANCING ACTIVITIES
Payments on notes payable		-			(530,000	)		-			(530,000	)
Collection on sales of stock		4,437,050			-			4,437,050			-
Dividends		-			(405,395	)
Cost of raising capital								(10,295	)		-
Dividends to shareholders								(525,000	)		(608,748	)
Net cash provided (used) by financing activities		4,437,050			(935,395	)		3,901,755			(1,138,748	)

NET INCREASE IN CASH		3,003,257			200,115			2,316,199			114,559

CASH
Beginning of period		984,625			1,265,461			984,625			1,265,461
End of period	$	3,987,882		$	1,465,576		$	3,300,824		$	1,380,020

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Income taxes paid	$	-		$	191,000		$	-		$	191,000

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

See notes to condensed consolidated financial statements.

F-22

~~URON~~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 nonot include all of the information and footnotes required for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month ~~period~~periods ended ~~March 31,~~June 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 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 URON Inc. (URON), 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 non-recourse cash advance 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 ~~March 31,~~June 30, 2008, the Company operated 6362 stores in 11 states (Nebraska, Wyoming, Utah, Iowa, North Dakota, South Dakota, Kansas, Wisconsin, Montana, Colorado and Arizona). As of ~~March 31,~~June 30, 2007, Company operated in 5558 stores in 10 states. The condensed consolidated financial statements include the accounts of ~~URON,~~WCR, WFL, and NCC. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company provides short-term consumer loans, known as cash advance 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 $20 per each $100 borrowed. To repay the cash advance loans, customers may pay with cash, in which their personal check is returned to them, or allow their check to be presented to the bank for collection.

The 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.

~~F-23~~

~~URON INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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 ~~URON~~WCR in exchange for the net monetary liabilities of ~~URON,~~WCR, accompanied by a recapitalization and, as a result, no goodwill relating to the Merger has been recorded.

F-23

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.

Loans Receivable

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 accounts, 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. ~~When~~As a ~~bank returns a customer’s~~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 ~~account is recognized as a returned item receivable~~following approximate percentages: 1 to 30 days - 35%; 31 to 60 days - 60%; 61 to 90 days - 75%; 91 to 120 days - 80%; and ~~is included in loans receivable.~~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. The~~loans, when and as the Company ~~may use a collection agency to assist with the collection of the loans.~~

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 roll forward of the Company’s loans receivable allowance for the six months ended June 30, 2007 and 2006 is as follows:

	Six Months Ended June 30,
	2008			2007
Loans receivable allowance, beginning of period	$	976,000		$	762,000
Provision for loan losses charged to expense		794,956			648,138
Charge-offs, net		(756,953	)		(429,138	)
Loans receivable allowance, end of period	$	1,014,000		$	976,000

F-24

~~URON~~WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 2008. Series A Convertible Preferred Stock (10,000,000) was anti-dilutive and therefore excluded for 2007.

~~Fair Value of Financial Instruments~~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.

~~F-25~~

~~URON INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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. ~~141~~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.

F-25

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.	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 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.

~~F-26~~

~~URON INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

2.	~~Acquisitions – (continued)~~

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		110,000
Goodwill		599,729
Current liabilities		(63,837	)

	$	1,828,787

Based on the marginal profitability of the stores acquired and the expected customer attrition rates, the Company determined that no significant value of identifiable intangible assets were acquired.

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 six months ended ~~March 31,~~June 30, 2008 and 2007, as if these acquisitions had been consummated at the beginning of each ~~year~~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.

F-26

WESTERN CAPITAL RESOURCES, INC. AND SUBSIDIARIES

Three Months Ended March 31,

2008
(unaudited)

2007
(unaudited)

Pro forma revenue $ 3,206,209 $ 3,384,032
Pro forma net income 25,469 474,604
Pro forma net income (loss) available to common shareholders – basic and diluted (.06 ) (.04 )
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2.	Acquisitions – (continued)

	Three Months Ended June 30,
	2008			2007

Pro forma revenue	$	3,254,901		$	3,040,690
Pro forma net income		316,598			398,259
Pro forma net loss per common share – basic and diluted		(.02	)		(.11	)

	Six Months Ended June 30,
	2008			2007

Pro forma revenue	$	6,461,110		$	6,424,722
Pro forma net income		342,067			872,863
Pro forma net loss per common share – basic and diluted		(.09	)		(.16	)

3.	Stockholders’ Equity –

During the quarter ended March 31, 2008, 1,475,000 options (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.

~~F-27~~

~~URON INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

4.	Risks Inherent in the Operating Environment –

~~For the three months ended March 31, 2008 and 2007, the Company had significant revenues by state as follows:~~

State
2008
% of
Revenues

2007
% of
Revenues

Wyoming 10 %
Iowa 12 % 11 %
Nebraska 28 % 29 %

5.	Dividend Declaration and ~~Payment-~~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. On July 14, 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. The dividends were paid on July 10, 2008.

6.	~~Subsequent Events-~~Other Expenses –

A breakout of other expense is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Store expenses
Collection Costs	$	82,467	$	56,071	$	156,701	$	94,275
Insurance		25,997		17,241		53,438		33,695
Repairs & Maintenance		40,074		16,942		74,499		44,443
Supplies		35,269		32,850		66,281		74,533
Telephone and Utilities		79,282		49,072		152,995		121,430
Other		136,726		42,599		249,974		136,718
	$	399,815	$	214,775	$	753,888	$	505,094

General & administrative expenses
Professional Fees	$	96,218	$	7,934	$	689,372	$	9,871
Other		74,724		85,262		152,186		179,955
	$	170,942	$	93,196	$	841,558	$	189,826

7.	Subsequent Events –

Effective July 31, 2008, WCR purchased four payday loan and check cashing operations 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 Company will finance this transaction out of its current working capital.

On ~~May 13,~~July 29, 2008, the Company ~~submitted~~changed its ~~common stock listing application~~corporate name from URON Inc. to the American Stock Exchange LLC. The Company is awaiting approval by the American Stock Exchange LLC to have its common stock listed for trading on this national exchange. The Company currently trades as a bulletin board stock on the over-the-counter markets.Western Capital Resources, Inc.

~~F-28~~F-27

Minnesota	6141	47-0848102
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee (4)
Common stock, no par value		3,192,859 shares	$	4.80	(2)	$	15,325,723	(2)	$	602.30
Common stock, no par value (3)		400,000 shares	$	0.01	(3)	$	4,000	(3)	$	0.02

Common stock offered			3,592,859
Common stock outstanding before the offering ⁽¹⁾			8,889,644
Common stock outstanding after the offering			9,289,644

Recipient (security type)	Date		Share-Based Compensation Expense
Steven Staehr (option)		11/29/2007	$	126,500
David Stueve (option)		11/29/2007	$	57,500
Rich Horner (option)		11/29/2007	$	23,000
Ted Dunhan (option)		11/29/2007	$	23,000
Rose Piel (option)		11/29/2007	$	5,750
Brian Chaney (option)		11/29/2007	$	5,750
John Quandahl (option)		11/29/2007	$	92,000
John Richards (option) *		11/29/2007	$	23,000
Tom Griffith (option) *		11/29/2007	$	5,750
Lantern Advisers, LLC (warrant)		11/29/2007	$	92,000
Donna Mendez		11/29/2007	$	3,450
Robert Jorgenson		11/29/2007	$	2,300

	PAGE
ABOUT THIS PROSPECTUS	ii

SUMMARY	1

RISK FACTORS	4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1618

DESCRIPTION OF BUSINESS	1719

DESCRIPTION OF PROPERTY	2325

LEGAL PROCEEDINGS	2426

MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	2426

MANAGEMENT AND BOARD OF DIRECTORS	2628

EXECUTIVE COMPENSATION	2830

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3133

CERTAIN RELATIONSHIPS AND TRANSACTIONS	33

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OR SECURITIES ACT LIABILITIES	3537

USE OF PROCEEDS	3638

SELLING SHAREHOLDERS	3739

PLAN OF DISTRIBUTION	3941

DESCRIPTION OF CAPITAL STOCK	4143

LEGAL MATTERS	4244

EXPERTS	4244

WHERE YOU CAN FIND MORE INFORMATION	4244

Index to Financial Statements	F-1

	December 31, 2007 (audited)			March 31, 2008 (unaudited)			December 31, 2007 (audited)			June 30, 2008 (unaudited)
Revenues	$	11,346,524		$	2,889,508		$	11,346,524		$	6,144,409
Net loss to common shareholders	$	(1.82	)	$	(0.07	)	$	(1.82	)	$	(0.09	)
Current assets	$	10,142,755		$	8,980,856		$	10,142,755		$	8,766,651
Current liabilities	$	3,122,136		$	1,808,950		$	3,122,136		$	1,756,882
Total assets	$	20,916,076		$	20,452,703		$	20,916,076		$	20,252,939
Total liabilities	$	3,667,136		$	2,409,950		$	3,667,136		$	2,428,882
Shareholder equity	$	17,248,940		$	18,042,753		$	17,248,940		$	17,824,057

	~~State~~Fees	~~Fees~~APR (%) of Interest on a 30-day $100 loan⁽¹⁾
Arizona	$17.50 per $100 advanced	212.917%
Colorado	$20.00 on first $300 advanced; $7.75 per $100 advanced (up to $500)	243.333%
Iowa	$15.00 on first $85 advanced; 11.1111% fee on additional amounts up to $445	202.818%
Kansas	$15.00 per $100 advanced	182.500%
Montana	Average fee of $20.54 per $100 advanced (maximum fee of $61.62)	279.830%
Nebraska	$17.50 per $100 advanced	212.917%
North Dakota	$20.00 per $100 advanced	243.333%
South Dakota	$20.00 per $100 advanced	243.333%
Utah	$20.00 per $100 advanced	243.333%
Wisconsin	$22.00 per $100 advanced	267.667%
Wyoming	Average fee of $20.54 per $100 advanced (maximum fee of $192.84)	365.000%

	Period Ended March 31,				Period Ended March 31,						Three Months Ended June 30,				Three Months Ended June 30,
	2008		2007		2008			2007			2008		2007		2008			2007
					(percentage of revenues)										(percentage of revenues)
Loan Fees	$	2,250,276	$	2,150,306		77.9	%		74.9	%	$	2,624,365	$	2,197,206		80.6	%		80.5	%
Check cashing fees		346,091		406,445		12.0	%		14.2	%		283,063		325,295		8.7	%		11.9	%
Guaranteed phone/Cricket fees		168,351		267,396		5.8	%		9.3	%		145,331		171,247		4.5	%		6.3	%
Title loan fees		62,738		-		2.2	%		-			158,902		-		4.9	%		-
Other fees		62,052		47,256		2.1	%		1.6	%		43,240		36,894		1.3	%		1.3	%
Total	$	2,889,508	$	2,871,673		100.0	%		100.0	%	$	3,254,901	$	2,730,642		100.0	%		100.0	%

	Six Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008			2007
					(percentage of revenues)
Loan Fees	$	4,874,641	$	4,347,512		79.3	%		77.6	%
Check cashing fees		629,154		731,740		10.3	%		13.1	%
Guaranteed phone/Cricket fees		313,682		438,643		5.1	%		7.8	%
Title loan fees		221,640		-		3.6	%		-
Other fees		105,292		84,420		1.7	%		1.5	%
Total	$	6,144,409	$	5,602,315		100.0	%		100.0	%

	Six-Months Ended June 30,
	2008			2007

Cash flows provided (used) by :
Operating activities	$	(1,073,732	)	$	1,343,962
Investing activities		(511,824	)		(90,655	)
Financing activities		3,901,755			(1,138,748	)
Net increase in cash		2,316,199			114,559
Cash, beginning of period		984,625			1,265,461
Cash, end of period	$	3,300,824		$	1,380,020

	Three Months Ended March 31,
	2008 (unaudited)			2007 (unaudited)

Pro forma revenue	$	3,206,209		$	3,384,032
Pro forma net income		25,469			474,604
Pro forma net income (loss) available to common shareholders – basic and diluted		(.06	)		(.04	)

State	2008 % of Revenues			2007 % of Revenues
Wyoming		10	%
Iowa		12	%		11	%
Nebraska		28	%		29	%

SEC registration fee	$	602	$	602
Legal fees and expenses	$	15,000	$	25,000
Accounting fees and expenses	$	15,000	$	25,000
Printing and engraving expenses	$	5,000	$	5,000
Miscellaneous	$	5,000	$	5,000

Total	$	40,602	$	60,602

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Reorganization dated December 13, 2007, by and among URON Inc. (the registrant), WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the registrant, and Wyoming Financial Lenders, Inc., a Wyoming corporation (incorporated by reference to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on December 14, 2007).

2.2		Exchange Agreement with National Cash & Credit, LLC and certain members of National Cash & Credit, LLC, dated February 26, 2008 (incorporated by reference to Exhibit 2.2 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

3.1		Amended and Restated Articles of Incorporation, filed with the Minnesota Secretary of State on May 25, 2007 (incorporated by reference to Exhibit 3.1 to the registrant’s annual report on Form 10-K filed on April 7, 2008) (see also Exhibits 3.2 and 3.4 below).

3.2		Amendment to Amended and Restated Articles of Incorporation, filed with the Minnesota Secretary of State on December 27, 2007 (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

3.3		Articles of Merger relating to the merger of WFL Acquisition Corp. with and into Wyoming Financial Lenders, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on January 7, 2008) (see also Exhibit 2.1 above).

3.4		Certificate of Designation for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed on January 7, 2008).

3.5		Amendment to Articles of Incorporation, filed with the Minnesota Secretary of State on March 18, 2008 (incorporated by reference to Exhibit 3.5 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

3.6		Amended and Restated bylaws (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on June 23, 2008).

3.7		Amendment to Articles of Incorporation, filed with the Minnesota Secretary of State on July 29, 2008 (incorporated by reference to the registrant's current report on Form 8-K filed on July 29, 2008).

5.1		Opinion of Maslon Edelman Borman & Brand, LLP (incorporated by reference to Exhibit 5.1 to the registrant's registration statement on Form S-1 filed on May 14, 2008)

10.1		Common Stock Purchase Warrant issued to Lantern Advisers, LLC, on November 29, 2007 (incorporated by reference to Exhibit 10.1 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

10.2		Common Stock Purchase Warrant issued to Donald Miller on July 5, 2007 (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

10.3		2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

10.4		Form of Subscription Agreement entered into with purchasers of common stock on or about December 31, 2007 (incorporated by reference to Exhibit 10.4 to the registrant’s annual report on Form 10-K filed on April 7, 2008).

10.5		URON Management Agreement, dated August 1, 2006 (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-QSB for the quarter ended June 30, 2006).

16		Letter from Virchow Krause & Company, LLP (incorporated by reference to Exhibit 16.1 to the registrant’s current report on Form 8-K filed on February 19, 2008).

21		List of Subsidiaries (incorporated by reference to Exhibit 21 to the registrant's registration statement on Form S-1 filed on May 14, 2008).

23.1		Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5.1).

23.2		Consent of Lurie Besikof Lapidus & Company, LLP ( filed herewith).

24.1		Power of Attorney (incorporated by reference to Exhibit 24.1 to the registrant's registration statement on Form S-1 filed on May 14, 2008).

WESTERN CAPITAL RESOURCES, INC.


By:	/s/	Christopher Larson
		Christopher Larson
		Chief Executive Officer and President

Name	Title(s)	Date

/s/ Christopher Larson	Director, Chief Executive	~~August 5,~~September 17, 2008
Christopher Larson	Officer and President

/s/ Steven Staehr	Chief Financial Officer	~~August 5,~~ September 17, 2008
Steven Staehr

/s/ Christopher Larson*	Chief Operating Officer	~~August 5,~~ September 17, 2008
John Quandahl (by Christopher Larson)

/s/ Christopher Larson*	Director	~~August 5,~~ September 17, 2008
Robert W. Moberly (by Christopher Larson)

/s/ Christopher Larson*	Director	~~August 5,~~ September 17, 2008
James Mandel (by Christopher Larson)

	Director
John H. Klaasen IV

/s/ Christopher Larson*	Director	~~August 5,~~ September 17, 2008
Mark Houlton (by Christopher Larson)