SecProbe.io

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                                 Steven A. Saide
                                 Attorney At Law
                        158 West 27th Street, Third Floor
                               New York, NY 10001

                                            June 16, 2005

Mr. William Friar
Senior Financial Analyst
Securities and Exchange Commission
Division of Corporate Finance
Stop 0408
Washington, D.C.

               Re:  Velocity Asset Management, Inc. - Registration
                    Statement on Form SB-2 (File No. 333-122062)
                    --------------------------------------------

Dear Mr. Friar:

                  On behalf of my client, Velocity Asset Management, Inc. (the
"Company"), this letter responds to the comments contained in your letter of
June 7, 2005, relating to the Registration Statement, as filed by the Company on
January 14, 2005, as amended by Amendment No. 1 filed by the Company on March
16, 2005, as amended by Amendment No. 2 filed by the Company on April 20, 2005,
and as amended by Amendment No. 3 filed by the Company on May 26, 2005.

Responses to Comments
---------------------

                  Set forth below are individual responses to each of the
comments contained in your letter. The captions set forth below correspond to
the captions in your letter. References to page numbers relate to the
prospectus.

General

         1.       An updated consent of the independent accountants will be
included in Amendment No. 4 to the Registration Statement to be filed with the
Commission.

Certain Relationships and Related Transactions - page 32

         2.       The disclosure contained in Note 5 of the Company's Quarterly
Report on Form 10-QSB for the three months ended March 31, 2005, relating to the
option granted to RB & AJ Associated Holdings will be included in Amendment No.
4.
<PAGE>
Mr. William Friar
June 16, 2005
Page 2

Notes 6 & 7 - pages F-15 to F-17

         3.       Preliminarily, it should be noted that the Company does not
wish to characterize the exchange of debt for common shares as a "forgiveness"
of debt. Any reference in the footnotes to the financial statements contained in
Amendment No. 3 to "forgiveness" in lieu of "exchange" was a syntax error. The
references were eliminated in the Company's 2004 Annual Report on Form 10-K/A
and any remaining references to "forgiveness" will be removed in Amendment No.
4.

         The following supplemental information is intended to provide the Staff
with a detailed explanation of: (i) why the Company used February 3, 2004 as the
measurement date with respect to the exchange by Mr. Kleinert on August 12, 2004
of $3,211,266 in debt owed to him by the Company in the form of a line of credit
and other secured loans in exchange for 3,568,073 shares of the Company's common
stock; and (ii) why the Company believes that the February 3, 2004 private
placement share price of approximately $.90 per share was more representative
than then-current marketplace data in determining the fair value for the shares
issued in the August 12, 2004 exchange.

                                   Background
                                   ----------

         The Company is the result of a reverse merger of STB, Inc., a privately
held corporation, with and into Tele-Optics, Inc. which was then renamed
Velocity Asset Management, Inc. Prior to the completion of the reverse merger,
financing for STB was principally provided for by loans or "lines of credit"
from investors, specifically: John C. Kleinert, Michael Kelly and Richard
Cavanaugh. Messrs. Cavanaugh and Kelly were unrelated, non-affiliated investors,
and except in their capacity as current shareholders and former lenders, have
never had an affiliation with STB, the Company or the principals of either.

         In compliance with applicable '34 Act regulations, the Company filed
information regarding the transaction on Form 8-K on February 18, 2004. The 8-K
contained the two following disclosures:

         In connection with the Merger, we completed a private placement to an
         accredited investor of 7,312,500 shares of Common Stock and a warrant
         exercisable for a period of five years to purchase an aggregate of
         7,312,500 shares of Common Stock at an exercise price of $.08 per share
         in exchange for an aggregate cash consideration of $500,000. (Pg 2 Item
         1 of 8-K)

         Mr. John C. Kleinert agreed that as soon as practicable after we
         authorize a series of preferred stock, he would convert all of the debt
         owed by us and our subsidiary to him into shares of such preferred
         stock. (Pg 3 Item 2 of 8-K)

         As contemplated by the parties and as disclosed in the Agreement and
Plan of Merger filed as an exhibit to the February 18, 2004 8-K, Mr. Kleinert
agreed to convert all of the debt owed to him at the time of the reverse merger,
<PAGE>
Mr. William Friar
June 16, 2005
Page 3

including debt under a line of credit and other secured loans, into shares of
preferred stock. The parties contemplated that such preferred stock would be
convertible into shares of the Company's common stock and, to the extent
applicable, would have similar economic effects as the common stock and warrants
purchased by the non-affiliated, accredited investor. As indicated above, Mr.
David Granatell, the unrelated, non-affiliated investor purchased 562,500 shares
and a five year warrant to purchase 562,500 shares at $1.04 (all as adjusted for
the 13 for one reverse split) for an aggregate of $500,000, or $0.89 per share
(as adjusted for the 13 for one reverse split) in a negotiated, arms length
transaction approved by the board of directors of Tele-Optics. At the time of
the purchase and since that date, other than in his capacity as a current
shareholder, Mr. Granatell has had no affiliation with STB, the Company or its
principals, nor did or does Mr. Granatell have an existing or planned services
agreement with STB or the Company. Mr. Kleinert's conversion could not be
completed at the time of the reverse merger because the Company then lacked the
appropriate authorized shares of preferred and common stock to complete the
transaction pending amendment of its certificate of incorporation.

         In the second quarter of 2004, the Company entered into a non-binding
engagement letter with an underwriter to assist the Company in a "best efforts"
private placement to accredited investors of between $2.5 and $5 million of
units consisting of shares of the Company's common stock and warrants. The
underwriter undertook due diligence to determine a valuation of the Company and
at the underwriter's request the debt exchange was put on hold pending
completion of the underwriter's valuation. Following its due diligence, the
underwriter required as a precondition to the underwriting that the original
negotiated exchange of all outstanding debt into convertible preferred stock by
Mr. Kleinert under the terms of the Agreement and Plan of Merger be revised to
include two of the other early lenders to the Company's J. Holder subsidiary,
Messrs. Kelly and Cavanaugh, and that the exchange be directly into common stock
at $.90 per share. The Company believes that such underwriter's valuation and
required exchange price reflected, at least in part, the private placement
concurrent with the reverse merger referenced above.

         After negotiations between the Company and Messrs. Kleinert, Cavanaugh
and Kelly, on August 12, 2004, the Company completed the private placement of
its common stock to Mr. Kleinert and the other investors/creditors in
satisfaction of their outstanding loans. At no time prior to August 12, 2004 had
an agreement been reached with Messrs. Cavanaugh and Kelly to effect such
exchange. July 1, 2004 was selected as the effective date merely to reflect the
parties' negotiated agreement that no interest would be paid on the debt to be
exchanged at the time the stock was issued (August 12, 2004) since the last
interest payment date. Accordingly, the Company does not believe that July 1,
2005 should be deemed an appropriate measurement date for determining the fair
value of the shares issued in the exchange. On August 12, 2004, the Company's
stock as traded on the OTCBB had a market price of $1.60.
<PAGE>
Mr. William Friar
June 16, 2005
Page 4

                             Fair Value Calculation
                             ----------------------

Classification of Transaction
-----------------------------

         In the Company's opinion, paramount to determining the proper fair
market value of the securities issued is the classification of the transaction.
The Company does not believe that the transaction should be categorized as
additional compensation to Mr. Kleinert. Rather, it is the Company's position
that this transaction should be classified as a private placement of the
Company's securities in exchange for the pre-existing obligation and not as
additional compensation to Mr. Kleinert. In reaching this conclusion, the
Company wishes to emphasize the following:

         No Additional Benefit to Kleinert: Mr. Kleinert was one of three
lenders to STB. His obligation to convert was fixed at the time of the reverse
merger and was negotiated with the then officers and directors of Tele-Optics.
Eventually, the other two lenders agreed to convert their obligations into
shares of outstanding common stock of the Company. Mr. Kleinert received: (i)
proportionately the same amount of securities; (ii) the same class of
securities; and (iii) was given no additional contract rights such as
registration, put options, etc. as the non-affiliated lenders in the negotiated
exchange.

         Uniform Reporting: It is the Company's understanding that the goal and
policy of the Commission and the Financial Accounting Standards Board is to
promote continuity and consistency within financial statements(1). The Company
believes that the subject transaction was in reality not a transaction between
the Company and an employee, but rather was a transaction between the Company
and three debt holders, one of which was an employee. To find that there is
additional compensation to Mr. Kleinert as a result of such transaction, we
believe that the Commission would be sanctioning that different parties within
the same transaction that receive the same consideration be treated differently.
This result is in direct conflict and contradiction to the goals set out by the
Commission and the Financial Accounting Standards Board as the Company
understand them.

         Timing of Transaction: As stated above and in the Company's public
filings, the debt exchange with Mr. Kleinert was contemplated and provided for
in the Agreement and Plan of Merger.(2) In fact, had the Company had sufficient
authorized but not issued securities this transaction would have been completed
on February 3, 2004 and would have been considered part of the private placement
effected on such date. At that time, the parties had agreed to perform
notwithstanding the fact that: (i) little or no services had been provided to
the Company by Mr. Kleinert; (ii) no performance criteria had been established;

------------------------
(1) FASB Concept Statement No. 2, Qualitative Characteristics of Accounting
Information, explains that comparability of financial information is important
because information about an entity gains greatly in usefulness if it can be
compared with similar information.
(2) Please reference Section 6.3 of the Agreement and Plan of Merger filed with
the SEC on February 18, 2005.
<PAGE>
Mr. William Friar
June 16, 2005
Page 5

and (iii) no vesting or milestones related to the exchange as is typically the
case with stock based compensation plans.

Determination of Measurement Date:
----------------------------------

         The Company believes that the measurement date for the transaction, at
least with respect to Mr. Kleinert, should be February 3, 2004. In reaching its
position, the Company has relied on the following:

         As defined in Emerging Issues Task Force ("EITF") Issue 96-18:

         The Task Force reached a consensus that the issuer should measure the
         fair value of the equity instruments using the stock price and other
         measurement assumptions as of the earlier of either of the following:

                  1. The date at which a commitment for performance by the
                  counterparty to earn the equity instruments is reached (a
                  "performance commitment")(3); or

                  2. The date at which the counterparty's performance is
                  complete.(4)

                  This date is hereafter referred to as the measurement date.

On February 3, 2004, the Agreement and Plan of Merger was entered into between
Tele-Optics, TLOP Acquisition Company, LLC, STB, John C Kleinert, W. Peter
Ragan, Sr. and W. Peter Ragan Jr. for the purpose of effectuating the reverse
merger that ultimately resulted in the creation of Velocity Asset Management,
Inc. At that date, the parties became bound to perform the terms of that

------------------------
(3) A performance commitment is a commitment under which performance by the
counterparty to earn the equity instruments is probable because of sufficiently
large disincentives for nonperformance. The disincentives must result from the
relationship between the issuer and the counterparty. Forfeiture of the equity
instruments as the sole remedy in the event of the counterparty's nonperformance
is not considered a sufficiently large disincentive for purposes of applying
this guidance. In addition, the ability to sue for nonperformance, in and of
itself, does not represent a sufficiently large disincentive to ensure that
performance is probable. (The Task Force observed that an entity can always sue
for nonperformance but that it is not always clear whether any significant
damages would result.)

(4) The counterparty's performance is complete when the counterparty has
delivered or purchased, as the case may be, the goods or services, despite the
fact that at that date the quantity or all the terms of the equity instruments
may yet depend on other events (this would occur, for example, if a target stock
price requirement has not been met when the counterparty has delivered the goods
or services).
<PAGE>
Mr. William Friar
June 16, 2005
Page 6

agreement which was a negotiated arms length transaction between the management
of STB and Tele-Optics approved by the officers and directors of the former
Tele-Optics.

The pre-amble to Article 6, titled "Other Matters" reads as follows:

                  As an additional inducement to each of the parties hereto to
                  execute this Agreement and consummate the Transaction the
                  parties hereto agree as follows: [emphasis added]

Section 6.4 titled "Series A Preferred Stock" reads as follows:

                  "As soon as practicable...JCK agrees to convert all debt then
                  owed by TOI and the Company Subsidiary to JCK into shares of
                  the Series A Preferred Stock."

Accordingly, on February 3, 2004 Mr. Kleinert agreed and was bound to convert
his debt to equity and no additional action was required other than the
Company's shareholders authorizing the issuance of Preferred Stock and
additional shares of common stock and physically transferring share
certificates. Accordingly, pursuant to the guidance provided in EITF 98-16, the
measurement date for the transaction is on the date no additional action by the
counterpart, the debt holder, was required, which was February 3, 2004.

         The Company believes that its position that the "measurement date" is
February 3, 2004 with respect to Mr. Kleinert, is further justified by FAS No.
84. Although not directly on point as it deals with convertible d