Sec Form 4 Filing - GERACI JOSEPH ANTHONY II @ WESTERN CAPITAL RESOURCES, INC. - 2012-02-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GERACI JOSEPH ANTHONY II 2. Issuer Name and Ticker or Trading Symbol WESTERN CAPITAL RESOURCES, INC. [ WCRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 900 IDS CENTER, 80 SOUTH 8TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/15/2012 (Street) MINNEAPOLIS, MN55402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/15/2012 S 798,000 D $ 0.15 0 I by Mill City Ventures II, LP ( 1 ) Common Stock 02/15/2012 S 480,963 D $ 0.15 0 I By Lantern Advisers, LLC ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GERACI JOSEPH ANTHONY II 900 IDS CENTER 80 SOUTH 8TH STREET MINNEAPOLIS, MN55402 X LANTERN ADVISERS LLC 80 EIGHTH STREET MINNEAPOLIS, MN55402 X POLINSKY DOUGLAS MICHAEL 130 LAKE STREET WEST, SUITE 300 WAYZATA, MN55391 X Signatures /s/ Joseph A. Geraci II 02/16/2012 Signature of Reporting Person Date /s/ Joseph A. Geraci II, Managing Member 02/16/2012 Signature of Reporting Person Date /s/ Douglas M. Polinsky 02/16/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A Minnesota limited partnership, of which Mill City Advisors LLC (a Minnesota limited liabiltiy company) is the General Partner. Joseph Geraci is the sole member of Mill City Advisors LLC. Mr. Geraci disclaims beneficial ownership of these securities, except as to those in which he may have a pecuniary interest by virtue of his membership in the general partner LLC. ( 2 )A limited liabilty company of which Messrs. Geraci and Polinsky are members.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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