SC 14F1/A

URON INC.

9449 Science Center Drive

New Hope, Minnesota 55428

INFORMATION STATEMENT PURSUANT TO SECTION 14(F)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1

AMENDMENT ON SCHEDULE 14F-1/A

NOTICE OF A

CHANGE IN THE COMPOSITION OF

THE BOARD OF DIRECTORS

December 21, 2007

This Amendment to Information Statement is being prepared to amend certain information contained in the Schedule 14F-1 filed by URON Inc., a Minnesota corporation, on December 14, 2007. References throughout this Amendment to the “Company,” “we,” “us” and “our” are to URON Inc. No vote or other action by our shareholders is required in response to this Amendment. Proxies are not being solicited.

INTRODUCTION

In the Information Statement dated December 14, 2007, the Company miscalculated the assumed number of shares of common stock that will be outstanding immediately after the merger (the “Merger”) discussed therein and contemplated by that certain Agreement and Plan of Merger and Reorganization by and among the Company, WFL Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company, and Wyoming Financial Lenders, Inc., a Wyoming corporation, dated as of December 13, 2007 (the “Merger Agreement”). This Amendment has been prepared to correct such error, and the entire section of the December 14, 2007 Information Statement captioned “Security Ownership of Certain Beneficial Owners and Management,” in its corrected form, is reproduced below. The changes reflect a 390,000-share increase in the total number of shares of common stock that are anticipated to be outstanding immediately after the consummation of the merger, together with corresponding changes to the projected beneficial ownership percentages of the persons and entities identified in the table.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock beneficially owned by:

·   those persons or groups known to us to currently beneficially own more than 5% of our common stock, or expected to beneficially own more than 5% of our common stock immediately after the Merger

·   each current director or executive officer of the Company, and each person that is expected to become a director or executive officer of the Company after the Merger, and

·   all current directors and officers (as a group), and all persons that are expected to become directors and officers after the Merger (as a group).

This information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date hereof, through the exercise or conversion of any stock option, convertible security, warrant or other right. Including shares in the table below does not, however, constitute an admission that the named shareholder (or other beneficial owner) is a direct or indirect beneficial owner of those shares.

Except as indicated below, the individuals and entities listed below possess sole voting and investment power with respect to their shares. The business address of the current director, Mr. Donald Miller, is 9449 Science Center Drive, New Hope, Minnesota 55428. Except as otherwise provided, the business address of the persons that will become directors and executive officers after the completion of the Merger is similarly 9449 Science Center Drive, New Hope, Minnesota 55428.

	Before the Merger (1)					After the Merger (2)
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (3)		Percent of Class			Number of Shares Beneficially Owned (3)		Percent of Class
Donald Miller		554,410		7.2	%		55,441		*
Christopher Larson (4)		1,071,875		13.9	%		1,071,875		13.5	%
Steve Staehr		0		*			550,000(5)		6.9	%
John Quandahl		0		*			400,000(6)		5.1	%
Robert W. Moberly (7)		0		*			11,125,000		62.1	%
James Mandel		0		*			0		*
John H. Klassen IV		0		*			0		*
Mark Houlton		0		*			0		*
All executive officers and directors as a group (4 persons prior to, and 7 people after, the consummation of the Merger)		1,626,285		18.5	%		13,146,875		73.4	%
Lantern Advisers, LLC 80 South Eight Street, Suite 900 Minneapolis, MN 55402		2,383,100		30.1	%		638,310(8)		8.1	%
WERCS, Inc. (9) 400 East First Street PO Box 130 Casper, WY 82602		0		*			11,125,000		62.1	%

_________________________

* represents less than 1 percent.

(1) Based on 7,710,250 common shares outstanding.

(2) Based on a projected 7,921,025 common shares outstanding, after giving effect to the 1-for-10 reverse stock split that is to be effected on or about December 21, 2007 (which reverse stock split is a condition to the consummation of the Merger), the completion of an “Equity Financing,” as defined in the Merger Agreement (which financing is a condition to the consummation of the Merger), the issuance of an aggregate of 2,000,000 shares in connection with the exercise of options and warrants that are exercisable upon a change in control of the Company (i.e., the consummation of the Merger), and the issuance of 10,000,000 shares of “Series A Stock,” as defined in the original Information Statement dated December 14, 2007, which are convertible into 10,000,000 shares of common stock.

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(3) Beneficial ownership is determined in accordance with the rules of the SEC and includes general voting power or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days of the applicable record date, are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

(4) Mr. Larson became the Company’s Chief Executive Officer on November 29, 2007. Mr. Larson has the right to purchase 1,071,875 shares of common stock for an aggregate purchase price of $500,000, pursuant to the terms and conditions of a Common Stock Purchase Agreement by and between the Company and Mr. Larson, dated as of November 29, 2007. That agreement provides that the shares which Mr. Larson purchases thereunder will not be affected by the reverse stock split contemplated by, and required as a condition to the closing of the Merger under, the Merger Agreement.

(5) Mr. Staehr became the Company’s Chief Financial Officer on November 29, 2007. Mr. Staehr has the right, through November 29, 2008, to purchase up to 550,000 shares of common stock at the exercise price of $0.01 per share, which right is not exercisable unless and until the Merger has been consummated.

(6) Mr. Quandahl became the Company’s Chief Operating Officer on November 29, 2007. Mr. Quandahl has the right, through November 29, 2008, to purchase up to 400,000 shares of common stock at the exercise price of $0.01 per share, which right is not exercisable unless and until the Merger has been consummated.

(7) Mr. Moberly is the Chief Executive Officer of Wyoming Financial Lenders, Inc., and the Chief Executive Officer of WERCS, Inc., the sole stockholder of Wyoming.

(8) Lantern Advisers, LLC is a Minnesota limited liability company that is beneficially owned by Mr. Joseph A. Geraci, II. Lantern Advisers holds a five-year warrant to purchase up to 400,000 shares of common stock at the per-share price of $0.01, which warrant and right vests and becomes exercisable only upon a change in control of the Company (as defined therein).

(9) WERCS, Inc. is a Wyoming corporation that is the sole stockholder of Wyoming Financial Lenders, Inc.

Important Note: This Amendment to Information Statement amends and supplements our original Information Statement dated December 14, 2007, should be read in conjunction therewith, and hereby incorporates such original document by reference.

	By order of the Board of Directors
	/s/	Christopher Larson
		Christopher Larson
		Chief Executive Officer
Dated: December 21, 2007

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CORRESP

P 612-672-8200 F 612-672-839	3300 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota
www.maslon.com	55402-4140

December 21, 2007 Paul D. Chestovich Direct Phone: (612) 672-8305 Direct Fax: (612) 642-8305 paul.chestovich@maslon.com

Via EDGAR, Facsimile and Federal Express

Ms. Katherine Wray

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20249

Re: URON Inc. (the “Company”)

Information Statement on Schedule 14F-1

Filed December 14, 2007

File No. 005-81924

Dear Ms. Wray:

This letter responds on behalf of the Company to the comment letter from the Commission dated December 20, 2007 with respect to the filing referenced above. Included below are the SEC’s comments and the corresponding responses of the Company. Together with this letter, we are submitting a supplement to our Schedule 14F-1 (the “Supplement”) under EDGAR Code SC 14F1/A to correct certain information in our December 14, 2007 filing (please see our response to your comment no. 3 below). For your convenience I am also enclosing a marked copy of beneficial ownership section to show changes made thereto as part of the supplement.

General

1. Please tell us in your response letter the precise legal method by which the new directors will be installed with particular attention to how this can be accomplished under Minnesota law and your organizational documents without any apparent action on the part of your shareholders. In this regard, we note that Section 9(d) of the Agreement and Plan of Merger and Reorganization filed as Exhibit 2.1 to your Form 8-K filed December 14, 2007, appears to contemplate approval of the proposed transaction by Uron shareholders. Please tell us whether approval of the Uron shareholders has been or is expected to be obtained for the proposed transactions, and if so, how such approval was or will be obtained.

Section 3.02 of the Company’s bylaws read, in its entirety:

“The number of directors shall be the number last elected by the shareholders; provided that between regular meeting of shareholders the Board of Directors may increase the authorized number of directors and elect persons to fill the new positions. Directors need not be shareholders. Each of the directors shall hold office until the regular meeting of the shareholders next held after his election, until his successor shall have been elected and shall qualify, or until he shall resign or shall have been removed as hereinafter provided.”

Section 3.02 of the Company’s bylaws was amended and restated at the Company’s most recent annual shareholder meeting, held on Friday, May 25, 2007. The proposal to amend and restate Section 3.02 of the bylaws was one of the items set forth in the Company’s Definitive Proxy Statement filed on April 23, 2007. As such, the approval of the amendment was not disclosed in an 8-K filing after the annual shareholder meeting (as permitted by Item 5.03(a) of Form 8-K). In addition, Minnesota corporate law allows the bylaws of a corporation to grant that corporation’s board of directors authority to increase the size of the board and appoint directors. Please see Minnesota Statutes, §§ 302A.203 and 302A.205.

In light of the amended bylaw, the Company’s sole director will, at the closing of the merger transaction, approve an increase in the number of directors comprising the board of directors and will appoint the individuals identified in the Schedule 14F-1.

Section 9(d) of the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) appears to read as if the approval of Uron shareholders must be obtained as a condition to the closing (in favor of Wyoming Financial Lenders, Inc.). Nevertheless, the parties to the Merger Agreement agree that this is not the intent of that provision, and that only the approval of the board of directors of Uron (as opposed to the approval of both the board of directors and sole shareholder of “Merger Sub,” as defined in the Merger Agreement) is a condition to the closing. Minnesota corporate law does not require the Uron shareholders to approve the Merger Agreement or the merger transaction contemplated thereby, since Uron itself is not a constituent entity to the merger. Please see Minnesota Statutes, §§ 302A.601 through 691. In sum, there has never been an intention to obtain the approval of Uron shareholders for the transactions contemplated by the Merger Agreement, and such approval will not be sought.

2. We note from your filing that you intend to effect a reverse stock split on December 21, 2007. Please advise in your response letter why you believe the approval of your shareholders for the reverse split is not required under Minnesota law. In addition, please tell us whether you have disclosed, or intend to disclose, to your shareholders why you deem their approval to be unnecessary for this action. If not, please explain your rationale for not making this information known to your shareholders.

Minnesota Statutes, § 302A.402, subdivision 3, permits the board of directors of a Minnesota corporation to effect a stock combination without the approval of that corporation’s shareholders whenever (i) the rights or preferences of the holders of outstanding shares will not be adversely affected, and (ii) the percentage of authorized shares of any class or series remaining unissued after the combination will not exceed the percentage of authorized shares of that class or series that were unissued before the combination.

In this case, the Company has only one class of stock outstanding—common stock. The rights and preferences of the Company’s common stock will be completely unaffected by the stock combination as no limitations, qualifications or restrictions will be placed on such shares. Furthermore, fractional shares occurring as a result of the stock combination will be rounded up, so that there will be no greater percentage of authorized but unissued common stock immediately after the stock combination than there was immediately before. Based on the foregoing, Minnesota law does not require the approval of Uron shareholders for the contemplated stock combination.

Minnesota law has deemed the approval of Uron shareholders to be unnecessary in this instance; not Uron itself. Beyond that, the Company has limited resources and its board of directors has determined that it does not wish to expend the time, money and effort that would be attendant to holding a shareholder meeting not required by law. Furthermore, the board of directors and the Company’s management has determined that the transaction contemplated by the Merger Agreement will be advantageous to the Company and its shareholders and did not, and does not, wish to delay the consummation of the transaction by noticing and holding one or more shareholder meetings not required by applicable law.

Notwithstanding the foregoing, the Company has repeatedly informed its shareholders about the possibility, and ensuing intent and requirement to effect the stock combination in connection with the Merger Agreement. Specifically, please refer to the Company’s 8-K filed on December 3, 2007, the Schedule 13D filed by Mr. Chris Larson (and accompanying Exhibit 10.1), the Company’s 8-K filed on December 14, 2007 (and accompanying Exhibit 2.1), and the Schedule 14F-1 itself.

Security Ownership of Certain Beneficial Owners and Management, page 4

3. Please provide us with a detailed explanation of the calculations you used to project that there will be 7,531,025 common shares outstanding following the merger, as noted in footnote 2 to the beneficial ownership table.

The 7,531,025 common share figure results from the following calculations:

·   7,710,250 common shares outstanding prior to the stock combination, which become approximately 771,025 shares after the stock combination.

·   4,025,000 common shares anticipated to be issued to new investors in a private placement offering (with respect to which the receipt of $4 million in gross proceeds is a closing condition to the merger). This figure includes 1,071,875 shares issuable to Mr. Christopher Larson pursuant to a subscription agreement.

·   1,125,000 common shares anticipated to be issued in the merger itself to the current stockholders of Wyoming Financial Lenders, Inc.

·   an aggregate of 1,600,000 common shares anticipated to be issued in connection with the merger upon exercise of outstanding options and warrants. This figure includes shares issuable upon exercise of options held by Messrs. Steven Staehr, David Stueve, Richard Horner, Ted Dunhan, Brian Chaney, John Quandahl, John Richards and Tom Griffith, and Ms. Rose Piel (for all of whom the exercise price of the applicable options is $0.01 per share, with such options being exercisable only upon the closing of the merger).

This numbers underlined in the bulleted paragraphs add up to 7,521,025. While reviewing the table and notes to prepare our response to this comment, we discovered that this figure—used to calculate beneficial ownership percentages—inadvertently omitted the inclusion of 400,000 common shares issuable to Lantern Advisors, LLC pursuant to a contingent warrant exercisable only upon the closing of the merger (the exercise price of which is $0.01 per share). Therefore, the Company should have used 7,921,025 as its post-merger common share figure. The Supplement incorporates this new share figure and new percentages that result therefrom.

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Please do not hesitate to contact me at (612) 672-8305 or Daniel P. Preiner at (612) 672-8317, with any questions concerning the responses included in this letter on behalf of the Company.

Best regards,

Paul D. Chestovich