UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Introduction

This Amendment No. 5 to Schedule 13D is being filed with the U.S. Securities and Exchange Commission (the “SEC”) on behalf of WCR, LLC, a Delaware limited liability company (“WCR”), BCP 2 WCR, LLC, a Delaware limited liability company (“BCP 2 WCR”), BCA 2 WCR, LLC, a Delaware limited liability company (“BCA 2 WCR”), Blackstreet Capital Partners (QP) II, L.P., a Delaware limited partnership (“BCP QP”), Blackstreet Capital Advisors II, LLC, a Delaware limited liability company (“BCA II”), BC Alpha Holdings I, LLC, a Delaware limited liability company (“BCAH I”), BCP2 Alpha, LLC, a Delaware limited liability company (“BCP2 Alpha”), Blackstreet Capital Management, LLC, a Delaware limited liability company (“BCM”), and Murry N. Gunty (collectively, the “Reporting Persons”), who have been or may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons have entered into a Joinder Agreement, dated July 13, 2015, to those certain Agreements as to Joint Filing Pursuant to Regulation 240.13d-1(K)(1)(iii), dated April 12, 2010, November 3, 2010, and July 3, 2013, as amended by that certain Joinder Agreement to the Agreements as to Joint Filing which was previously filed with Amendment No. 3 to Schedule 13D filed with the SEC on October 14, 2014, to which BCA 2 WCR is joining.

On June 9, 2015, Western Capital Resources, Inc. (the “Issuer”) entered into a Merger and Contribution Agreement (the “Merger”), pursuant to which, upon closing as of July 1, 2015, WCR, LLC received a total of 1,396,112.27 shares of common stock of the Issuer as consideration thereunder, and BCAH I received a total of 1,480,689.79 shares of common stock of the Issuer as consideration thereunder.

On July 2, 2015, the manager and the majority member of BCAH I authorized the distribution, without consideration, of 200,000 shares of common stock of the Issuer to BCAH I’s members. In this distribution by BCAH I, BCP2 Alpha received 182,969.46 shares. BCP2 Alpha then further distributed, without consideration, all of the 182,969.46 shares of the Issuer to its members, including BCP QP that received 179,310.07 shares. BCP QP then immediately distributed all of the shares to its partners, which included 44,319.10 shares to BCA and 2,056.28 shares to Mr. Gunty.

Pursuant to and in connection with these and other related transactions, BCA 2 WCR is added as a Reporting Person and member of the group reporting beneficial ownership of the Issuer’s common stock on this Amendment No. 5 to Schedule 13D.

¹ The percentage was calculated based on the Issuer’s total issued and outstanding shares of common stock being 9,497,588 following the issuance of shares in connection with the Merger.

1	NAME OF REPORTING PERSONS BCA 2 WCR, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a) ✓ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION BCA 2 WCR, LLC is an entity organized in the State of Delaware.

NUMBER OF	7	SOLE VOTING POWER
SHARES		Common Stock:	4,117,508.27
BENEFICIALLY  OWNED BY	8	SHARED VOTING POWER 0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		Common Stock:	4,117,508.27
PERSON	10	SHARED DISPOSITIVE POWER
WITH		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Common Stock:		4,117,508.27
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Common Stock	43.35%2
14	TYPE OF REPORTING PERSON (see instructions)
	OO, HC

1	NAME OF REPORTING PERSONS Blackstreet Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a) ✓ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Blackstreet Capital Management, LLC, is an entity organized in the State of Delaware.

NUMBER OF	7	SOLE VOTING POWER
SHARES		Common Stock:	4,182,296.03
BENEFICIALLY  OWNED BY	8	SHARED VOTING POWER 0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		Common Stock:	4,182,296.03
PERSON	10	SHARED DISPOSITIVE POWER
WITH		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Common Stock:			4,182,296.03
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Common Stock	44.04%3
14	TYPE OF REPORTING PERSON (see instructions)
	OO

1	NAME OF REPORTING PERSONS BC Alpha Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a) ✓ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION BC Alpha Holdings I, LLC is an entity organized in the State of Delaware.

NUMBER OF	7	SOLE VOTING POWER
SHARES		Common Stock:	4,167,512.79
BENEFICIALLY  OWNED BY	8	SHARED VOTING POWER 0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		Common Stock:	4,167,512.79
PERSON	10	SHARED DISPOSITIVE POWER
WITH		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Common Stock:			4,167,512.79
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Common Stock	43.88%4
14	TYPE OF REPORTING PERSON (see instructions)
	OO

⁴ The percentage was calculated based on the Issuer’s total issued and outstanding shares of common stock being 9,497,588 following the issuance of shares in connection with the Merger.

⁵ The percentage was calculated based on the Issuer’s total issued and outstanding shares of common stock being 9,497,588 following the issuance of shares in connection with the Merger.

1	NAME OF REPORTING PERSONS  Blackstreet Capital Advisors II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a) ✓ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)  OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Blackstreet Capital Advisors II, LLC is an entity organized in the State of Delaware.

NUMBER OF	7	SOLE VOTING POWER
SHARES		Common Stock:		66,472.08
BENEFICIALLY  OWNED BY	8	SHARED VOTING POWER Common Stock		8,285,021.06
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		Common Stock:		66,453.62
PERSON	10	SHARED DISPOSITIVE POWER
WITH		Common Stock:		8,285,021.06

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	Common Stock:		8,351,493.14
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Common Stock	87.93%6
14	TYPE OF REPORTING PERSON (see instructions)
	OO, HC

⁶ The percentage was calculated based on the Issuer’s total issued and outstanding shares of common stock being 9,497,588 following the issuance of shares in connection with the Merger.

1	NAME OF REPORTING PERSONS  BCP 2 WCR, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a) ✓ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)  OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION BCP 2 WCR, LLC is an entity organized in the State of Delaware.

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY  OWNED BY	8	SHARED VOTING POWER 0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0
14	TYPE OF REPORTING PERSON (see instructions)
	OO, HC

⁷ The percentage was calculated based on the Issuer’s total issued and outstanding shares of common stock being 9,497,588 following the issuance of shares in connection with the Merger.

 This filing amends that certain Schedule 13D filed on April 12, 2010, as amended by Amendment No. 1 filed November 5, 2011, Amendment No. 2 filed July 3, 2013, Amendment No. 3 filed October 14, 2014, and Amendment No. 4 filed May 4, 2015 (collectively, the “Schedule 13D”), by the Reporting Persons (defined below).

Item 1. Security and Issuer.

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned, relating to the shares of common stock, no par value per share (the “Common Stock”), of Western Capital Resources, Inc., a Minnesota corporation, having its principal executive offices at 11550 “I” Street, Suite 150, Omaha, NE 68137. This Amendment No. 5 amends the Schedule 13D, as amended, as specifically set forth.

Item 2.  Identity and Background.

Item 2 is hereby amended and restated as follows:

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

On June 9, 2015, Issuer entered into a Merger pursuant to which, upon closing as of July 1, 2015, WCR, LLC received a total of 1,396,112.27 shares of Common Stock as consideration thereunder, and BCAH I received a total of 1,480,689.79 shares of Common Stock as consideration thereunder.

On July 2, 2015, the manager and the majority member of BCAH I authorized the distribution, without consideration, of 200,000 shares of Common Stock to BCAH I’s members. In this distribution by BCAH I, BCP2 Alpha received 182,969.46 shares of Common Stock. BCP2 Alpha then further distributed, without consideration, all of the 182,969.46 shares of Common Stock to its members, including BCP QP that received 179,310.07 shares. BCP QP then immediately distributed all of the shares to its partners, which included 44,319.10 shares to BCA II and 2,056.28 shares to Mr. Gunty.

Pursuant to and in connection with these and other related transactions, BCP 2 WCR and BCP2 Alpha no longer directly hold shares of Common Stock and BCA 2 WCR is added as a Reporting Person and member of the group reporting beneficial ownership of Common Stock on this Amendment No. 5 to Schedule 13D.

Item 4.  Purpose of Transaction.

The Merger was undertaken as part of a series of transactions pursuant to the Issuer’s strategic growth plan.

The 200,000 shares of Common Stock were distributed by BCAH I to its members, and immediately by its members to their members and partners, as part of a periodic distribution of the assets of BCAH I to its members and the other entities to their members and partners, as the case may be. Other than as described in this Item 4, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals consistent with applicable law.

Item 5.  Interests in Securities of the Issuer.

Items 5(a), (b) and (c) are amended and restated as follows:

The voting and dispositive power of the Reporting Persons is summarized as follows:

WCR and BCAH I directly own the Shares. The Shares may also be deemed to be beneficially owned by each of the entities by virtue of the following relationships: (i) BCP 2 WCR is a member of WCR; (ii) BCP QP is a member of BCP 2 WCR and BCP2 Alpha; (iii) BCA II is the general partner of BCP QP and a member of BCA 2 WCR; (iv) BCP2 Alpha is a member of BCAH I; and (v) Mr. Gunty is the manager of all entities.

Item 7. Material to be Filed as Exhibits

 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:     July 13, 2015

Exhibit 99.1

JOINDER AGREEMENT TO

AGREEMENTS AS TO JOINT FILING PURSUANT TO REGULATION 240.13d-1(k)(1)(iii)

Pursuant to Regulation Section 240.13d-1(k)(1)(iii), the undersigned acknowledge and agree that the attached Amendment No. 5 to Schedule 13D relating to Western Capital Resources, Inc. (the “Issuer”) is being filed on behalf of each of the undersigned.

WHEREAS, WCR, LLC, a Delaware limited liability company, BCP 2 WCR, LLC, a Delaware limited liability company , Blackstreet Capital Partners (QP) II, L.P., a Delaware limited partnership, Blackstreet Capital Advisors II, LLC, a Delaware limited liability company, BCP2 Alpha, LLC, a Delaware limited liability company, Blackstreet Capital Management, LLC, a Delaware limited liability company, BC Alpha Holdings I, LLC, and Murry N. Gunty (collectively, the “Group”) have entered into Agreements as to Joint Filing on April 12, 2010, November 3, 2010, and July 3, 2013, and a Joinder Agreement to the Agreements as to Joint Filing on October 14, 2014; and

WHEREAS, BCA 2 WCR, LLC, a Delaware limited liability company (the “New Member”) wishes to join the Group by virtue of such entity's beneficial ownership of the Issuer’s stock;

NOW, IT IS AGREED, this 13^th day of July, 2015 by the parties hereto:

1.     In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the New Member agrees to the joint filing together with the other members of the Group, on behalf of the Group, of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws.

2.     This Joinder Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of July 13, 2015.