SecProbe.io

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      August 3, 2005

Mail Stop 0408

By U.S. Mail and Facsimile (212) 367-9579

John C. Kleinert
President and Chief Executive Officer
Velocity Asset Management, Inc.
48 S. Franklin Turnpike, 3rd Floor
Ramsey, New Jersey 07446

Re:	Velocity Asset Management, Inc.
	Amendment No. 4 to Form SB-2, filed July 26, 2005
	File No. 333-122062

Dear Mr. Kleinert:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We welcome any questions
you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General

1. Item 4.02 of Form 8-K, "Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed
Interim
Review" requires certain disclosures to be filed if a registrant`s
board of directors, a committee of the board of directors or the
officer or officers of the registrant authorized to take such
action
if board action is not required, concludes that any previously
issued
financial statements should no longer be relied upon because of an
error in such financial statements as addressed in Accounting
Principles Board Opinion No. 20. Please file a Form 8-K Item 4.02
related to your restatement of your financial statements for the
correction of an error, or advise us.

2. Please revise the prospectus to provide the latest financial
information available.  If you only have second-quarter capsule
results, please provide those results with a very brief MD&A.

Distressed Real Property Program, page 22

3. In the last paragraph, please disclose the dollar amount of J.
Holder`s investment in the Melbourne property.

Management`s Discussion and Analysis or Plan of Operations - Page
25

4. We note that you include a limited discussion of your
accounting
for the debt conversion even though it significantly impacted your
operating results and resulted in a restatement of your financial
statements. Please revise to include an expanded discussion of
this
transaction along with a brief description of the facts underlying
the restatement.

Financial Statements

General

5. In your comparative financial statements on pages F-2 through
F-6,
please revise to label as "restated" the columns pertaining to
previously filed financial information that have been restated for
correction of error under APB No. 20. Concurrently revise
corresponding periodic filings containing financial statements
that
have been restated for the correction of error.

Form 10-KSB/A for the year ended December 31, 2004 filed July 22,
2005

Item 15 - Controls and Procedures - page 42

6. Please revise to disclose under Item 8A the conclusions of your
principal executive and principal financial officers regarding the
effectiveness of your disclosure controls and procedures as of the
end of the period in accordance with Item 307 of Regulation S-B,
as
amended by Commission`s Release No. 33-8238. Amend your Section
302
certifications pursuant to Sarbanes-Oxley Act of 2002 filed under
Exhibit 31 accordingly.

7. We note your conclusion regarding the effectiveness of your
disclosure controls and procedures. Tell us how you considered the
guidance in PCAOB Auditing Standard No. 2, including paragraph
140,
in determining that your disclosure controls and procedures were
effective as of the period end given your restatement of the 2004
financial statements.

*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Amit Pande, Senior Accountant, at (202) 551-
3423, or John Nolan, Accounting Branch Chief, at (202) 551-3492 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Gregory Dundas at (202) 551-3436
or
me at (202) 551-3418 with any other questions.

						Sincerely,

William Friar
Senior Financial Analyst

cc:	Steve A. Saide, Esq.

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Velocity Asset Management, Inc.
John C. Kleinert
August 3, 2005
Page 3

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