The reverse stock split would result in some stockholders owning “odd-lots” of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots may be higher than the costs of transactions in “round-lots.”

          Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended. As a result, we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed reverse stock split would not affect the registration of the Common Stock under the Exchange Act.

Procedure For Effecting The Reverse Stock Split And Exchange Of Stock Certificates

          The Company will file the certificate of amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware at such time as the Board of Directors has determined the appropriate effective time for the reverse stock split (the “Split Effective Date”). The form of certificate of amendment to the Certificate of Incorporation is attached as Exhibit A (Exhibit C in the event that both this Proposal 3 and also Proposal 4 are passed) to this Proxy Statement and would be tailored to the specific Reverse Stock Split ratio to be effected. The Reverse Stock Split will become effective on the Split Effective Date. Beginning on the Split Effective Date, each certificate representing old shares will be deemed for all corporate purposes to evidence ownership of new shares.

          As soon as practicable after the Split Effective Date, stockholders will be notified that the Reverse Stock Split has been effected. The Reverse Stock Split will take place on the Split Effective Date without any action on the part of the holders of the Common Stock and without regard to current certificates representing shares of Common Stock being physically surrendered for certificates representing the number of shares of Common Stock each stockholder is entitled to receive as a result of the Reverse Stock Split.

Fractional Shares

          No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will have the number of new shares to which they are entitled rounded to the nearest whole number of shares. Stockholders will not receive cash in lieu of fractional shares.

Accounting Consequences

          The Reverse Stock Split will not affect the par value of our Common Stock. As a result, on the effective date of the reverse stock split, we will reduce the Common Stock account on our balance sheet to correspond to the ratio of the reverse split, and credit the capital in excess of par value account by the same amount. We will increase the per share net income or loss and net book value of our Common Stock because there will be fewer shares of our Common Stock outstanding.

Determination Of The Ratio For The Reverse Stock Split

          The ratio of the Reverse Stock Split will be determined by the Company’s Board of Directors, in its sole discretion. However, the ratio will not exceed a ratio of one-for-twenty (1-20) or be less than a ratio of one-for-ten (1-10). In determining the Reverse Stock Split, the Company’s Board of Directors will consider numerous factors including the historical and projected performance of the Company’s Common Stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of the Common Stock in the period following the effectiveness of the Reverse Stock Split. The Company’s Board of Directors will also consider the impact of the Reverse Stock Split ratio on investor interest. The purpose of selecting a range is to give the Company’s board of directors the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment.

Potential Anti-Takeover Effect

          The increased proportion of authorized shares of preferred stock that may be issued could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Company’s Board of Directors or contemplating a tender offer or other transaction for the combination of the Company with another company). The Reverse Stock Split proposal is not being proposed in response to any effort of which the Company is aware of to accumulate shares of the Company’s Common Stock or to obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board of Directors and stockholders. Other than the Reverse Stock Split proposal, the Board of Directors does not currently contemplate recommending the adoption of any other actions that could be construed to reduce or interfere with the ability of third parties to take over or change the control of Velocity.

12

Federal Income Tax Consequences

          The following is a summary of certain material federal income tax consequences of the Reverse Stock Split and does not purport to be a complete discussion of all of the possible federal income tax consequences of the Reverse Stock Split and is included for general information only. Further, it does not address any state, local or foreign income or other tax consequences. For example, the state and local tax consequences of the Reverse Stock Split may vary significantly as to each stockholder, depending upon the state in which such stockholder resides. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively as well as prospectively. This summary also assumes that the old shares were, and the new shares will be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.

          No gain or loss should be recognized by a stockholder upon such stockholder’s exchange of old shares for new shares pursuant to the Reverse Stock Split. The aggregate tax basis of the new shares received in the Reverse Stock Split (including any fraction of a new share deemed to have been received) will be the same as the stockholder’s aggregate tax basis in the old shares exchanged therefor. The stockholder’s holding period for the new shares will include the period during which the stockholder held the old shares surrendered in the Reverse Stock Split.

          The Company’s view regarding the tax consequence of the Reverse Stock Split is not binding on the Internal Revenue Service or the courts. Accordingly, each stockholder should consult with such stockholder’s own tax advisor with respect to all of the potential tax consequences to such stockholder of the Reverse Stock Split.

Dissenter’s Rights

          Under the Delaware General Corporation Law, the Company’s stockholders are not entitled to dissenter’s rights with respect to the Reverse Stock Split, and the Company will not independently provide stockholders with any such right.

Recommendation of the Board of Directors

          The Board of Directors recommends that the Stockholders vote “FOR” Proposal 3 to approve the Reverse Stock Split.

13

---

PROPOSAL 4
NAME-CHANGE AMENDMENT PROPOSAL

Proposal

           We are asking you to approve amending our Certificate of Incorporation, as amended, to change our corporate name from “Velocity Asset Management, Inc.” to “Velocity Portfolio Group, Inc.,” in order to better reflect the nature of our business operations.

           Stockholders who hold physical share certificates will not be required to exchange outstanding stock certificates for new stock certificates if the name-change amendment is approved.

Required Vote

           The approval of the name-change amendment will require the affirmative vote of the holders of a majority of the outstanding shares of our common stock on the record date. Abstentions and broker non-votes will have the same effect of a vote against the name-change proposal.

Recommendation

           Our board of directors believes that it is in the best interests of the Company and its stockholders that the stockholders approve the proposal to amend our certificate of incorporation to change our name.

           The Board of Directors recommends that the Stockholders vote “FOR” Proposal 4 to approve the amendment to our Certificate of Incorporation to change our name.

14

---

CORPORATE GOVERNANCE

          The Company’s Board of Directors has long believed that good corporate governance is important to ensure that the Company is managed for the long-term benefit of stockholders. During the past year, the Company’s Board of Directors has continued to review its governance practices in light of the Sarbanes-Oxley Act of 2002 and new Securities and Exchange Commission (the “SEC”) rules and regulations. This section describes key corporate governance guidelines and practices that the Company has adopted. Complete copies of the Audit Committee and Nominating Committee charters are posted on the Company’s website at www.velocitycollect.com . Alternatively, you can request a copy of any of these documents by writing to the Company. The contents of our website should not be considered proxy solicitation material.

Code of Conduct and Ethics

          On January 20, 2006 our Board of Directors adopted a code of ethics that applies to our principal executive and financial officers. A copy of the Code of Ethics is attached as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2005. Additionally, a copy of our Code of Ethics is available on our website, www.velocitycollect.com . We intend to file amendments, changes or waivers to the code of ethics as required by SEC rules.

          The Company’s Audit Committee Charter and Nominating Committee Charter are attached as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated by reference herein. This information is also available in print to any stockholder who requests it.

Board Meetings and Attendance of Directors

          During fiscal year 2007, the Board of Directors held 2 meetings, all of which were attended by all of the Company’s Directors during the period that such person was a member of the Board of Directors, and took action by unanimous written consent on 4 occasions. Directors are expected to attend all meetings. All of our Directors are expected to attend the Annual Meeting.

          Special meetings are held from time to time to consider matters for which approval of the Board of Directors is desirable or required by law.

Director Independence

          The Board has reviewed each of the directors’ relationships with the Company in conjunction with Section 121(A) of the listing standards of the American Stock Exchange (“AMEX”) and has affirmatively determined that three of our directors, Steven Marcus, Michael Kelly and David Granatell, are independent of management and free of any relationship that would interfere with their independent judgment as members of the Audit Committee

Committees of the Board of Directors

          The Board of Directors has established three standing committees: (1) the Audit Committee (2) the Compensation Committee and (3) the Nominating Committee. Each committee operates under a charter that has been approved by the Board. Copies of the Audit Committee, Compensation Committee and Nominating Committee’s charters are posted on the Company’s website. Messrs. Marcus, Kelly, and Granatell are the members of each of such committees. Mr. Marcus serves as the Chair of each of such committees.

Audit Committee

          The Audit Committee was formed in September 2005. The Audit Committee met twice in fiscal 2007 and each member of the Audit Committee was present at such meeting. The Audit Committee is responsible for matters relating to financial reporting, internal controls, risk management and compliance. These responsibilities include appointing, overseeing, evaluating and approving the fees of our independent auditors, reviewing financial information which is included in our Annual Report on Form 10-K, discussions with management and the independent auditors the results of the annual audit and our quarterly financial statements, reviewing with management our system of internal controls and financial reporting process and monitoring our compliance program and system.

          The Audit Committee operates pursuant to a written charter, adopted by the Board, which sets forth the functions and responsibilities of this committee. A copy of the charter can be viewed on our website. All members of this committee are independent directors under the AMEX listing standards.

15

---

          The Audit Committee currently is composed of three independent directors. The Board of Directors has determined that Steven Marcus, the committee’s chairman, meets the SEC criteria of an “audit committee financial expert”, as defined in Item 401(h) of Regulation S-K.

Audit Committee Report

          The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the Company’s consolidated financial statements, the Company’s compliance with legal and regulatory requirements, the Company’s system of internal control over financial reporting and the qualifications, independence and performance of its internal and independent auditors. The Audit Committee has the sole authority and responsibility to select, evaluate and, when appropriate, replace the Company’s independent auditors.

          Management is responsible for the Company’s financial reporting process, including the Company’s internal control over financial reporting, and for the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles. Weiser LLP (“Weiser”), as the Company’s independent auditors, are responsible for auditing those financial statements and expressing its opinion as to the fairness of the financial statement presentation in accordance with generally accepted accounting principles. Our responsibility is to oversee and review these processes. We are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent auditors.

          In this context, we have met and held discussions with management and Weiser, the Company’s independent auditors for the fiscal year ended December 31, 2007. Management represented to us that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and we have reviewed and discussed with management and Weiser the Company’s consolidated financial statements for the fiscal year ended December 31, 2007 and the Company’s internal control over financial reporting. We also discussed with Weiser the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees). Weiser provided to us the written disclosures required by Independence Standards Board Standard No. 1, as amended (Independence Discussions with Audit Committees), and we discussed their independence with them. In determining Weiser’s independence, (we considered whether their provision of other audit services to the Company was compatible with maintaining independence). We received regular updates on Weiser’s fees and the scope of audit and audit-related services they provided. All such services were provided consistent with applicable rules and our pre-approval policies and procedures.

          Based on our discussions with management, our internal auditors and Weiser and our review of the representations of management and Weiser, and subject in all cases to the limitations on our role and responsibilities referred to above and set forth in the Audit Committee Charter, we recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2007 be included in the Company’s Annual Report on Form 10-K. We also approved, subject to stockholder ratification, the selection of Weiser as the Company’s independent auditors for the fiscal year ending December 31, 2008.

	Members of the Audit Committee
	Steven Marcus (Chair)
	Michael Kelly
	David Granatell

16

---

Nominating Committee

          The Nominating Committee is responsible for providing oversight on a broad range of issues regarding our corporate governance practices and policies and the composition and operation of the Board of Directors. These responsibilities include reviewing potential candidates for membership on the Board and recommending to the Board nominees for election as directors of the Company.

          The Nominating Committee was formed in September 2005 and met 2 times in fiscal 2007. A complete description of the Nominating Committee’s responsibilities is set forth in the Nominating and Corporate Governance written charter. A copy of the charter is available to stockholders on the Company’s website. All members of the Nominating Committee are “independent” as independence for nominating committee members is defined under the AMEX listing standards. The Nominating Committee will consider director nominees recommended by stockholders. To recommend a nominee please write to the Nominating Committee c/o the Company, Attn: James Mastriani, Secretary. There are no minimum qualifications for consideration for nomination to be a director of the Company. The nominating committee will assess all director nominees using the same criteria. Nominations made by stockholders must be made by written notice received by the Secretary of the Company within 30 days of the date on which notice of a meeting for the election of directors is first given to stockholders. The Nominating Committee and the Board of Directors carefully consider nominees regardless of whether they are nominated by stockholders, the Nominating Committee or existing board-members. All of the five nominees to serve as directors on the Board of Directors of the Company have previously served in such capacities. During 2007 the Company did not pay any fees to any third parties to assist in the identification of nominees. The Company did not receive any director nominee suggestions from stockholders for the Annual Meeting.

Compensation of Directors

          Non-employee Directors of the Company are currently paid a fee of $1,000 per board meeting attended as compensation for such services. Directors may be removed with or without cause by a vote of the majority of the stockholders then entitled to vote. Other than as described in “Executive Compensation” below, there were no other arrangements pursuant to which any director was compensated during fiscal 2007 for any services provided as a director.

Compensation Committee Interlocks and Insider Participation

          None of the members of the Compensation Committee is or has been an officer or employee of the Company. In addition, none of the members of the Compensation Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC.

17

---

Summary Compensation Table

          The following table sets forth all compensation paid to our named executive officers for the years ended December 31, 2007 and 2006. Individuals we refer to as our “named executive officers” both or none, include our Chief Executive Officer and our most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the year ended December 31, 2007.

SUMMARY COMPENSATION TABLE

Name and principal position			Year			Salary ($)			Bonus ($)		Stock Awards ($)				Total ($)
John C. Kleinert			2007			225,000			70,000						295,000
Chief Executive Officer			2006			215,000			25,000			—			240,000
James J. Mastriani			2007			200,000			65,000		$	110,000	(1)		375,000
Chief Financial Officer and Chief Legal Officer			2006			175,000			60,000		$	200,000	(1)		435,000

(1)	On August 26, 2006, the Board of Directors approved a grant to Mr. Mastriani for 200,000 restricted shares of common stock in our company. Of those shares, 75,000 shares were unvested as of December 31, 2006. As of September 30, 2007, all of such shares have vested. The $110,000 sum reflects the value of the 75,000 restricted shares that have vested as of December 31, 2007. The $200,000 sum reflects the value of the 125,000 restricted shares that have vested as of December 31, 2006. On March 14, 2008, Mr. Mastriani returned 136,000 of these shares for cancellation and retirement to offset a $115,146 withholding tax payment made by the Company on his behalf on December 28, 2007.

18

---

Narrative Disclosure to Summary Compensation Table

          On January 1, 2006, we extended our employment contract with our President, John C. Kleinert, for a period of four years commencing from January 1, 2004 and renewable annually subject to the terms and conditions of the contract, at an annual salary of $215,000, which was increased to $225,000 for the year ended December 31, 2007. Mr. Kleinert devotes all of his business time to our affairs in accordance with the terms of his employment contract.

          On January 1, 2006, we extended our employment contract with W. Peter Ragan, Jr. in which we agreed to employ Mr. Ragan, Jr. as President of our wholly-owned subsidiary VI, for a period of four years, commencing from January 1, 2004 and renewable annually subject to the terms and conditions of the contract, at an annual salary of $100,000. Mr. Ragan, Jr. devotes approximately 50% of his business time to the affairs of VI in accordance with the terms of his employment contract.

          On September 8, 2004, we entered into an employment contract with James J. Mastriani in which we agreed to employ Mr. Mastriani as our Chief Financial Officer and our Chief Legal Officer for a period of three years ending September 1, 2007 at an annual base salary of not less than $150,000, with annual increases and annual bonuses determined at the discretion of our board of directors and calculated in same manner as other executives. Mr. Mastriani’s employment agreement has been extended on a month to month basis while the Company and Mr. Mastriani negotiate an extension to his employment agreement. In 2006, we agreed to grant Mr. Mastriani equity securities pursuant to our 2004 Equity Incentive Program. During 2006, Mr. Mastriani received stock awards for 200,000 restricted shares, all of which have vested to date. Mr. Mastriani devotes all of his business time to our affairs as provided under his employment contract. On March 14, 2008, Mr. Mastriani returned 136,000 of these shares for cancellation and retirement to offset a $115,146 withholding tax payment made by the Company on his behalf on December 28, 2007.

Outstanding Equity Awards

         The following table summarizes outstanding equity incentive plan awards held by each of our named executive officers.

OUTSTANDING EQUITY AWARDS AT YEAR-END

Name		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
John C. Kleinert		—		—
James J. Mastriani		—		—

Outstanding Equity Awards Narrative Disclosure

          Incentive Program. On August 26, 2006, the Board of Directors approved a grant to Mr. Mastriani for 200,000 restricted shares of common stock in our company. 125,000 of such shares vested during 2006, and the remaining 75,000 shares have vested as of September 30, 2007.

19

---

          Our board of directors presently consists of two of our executive officers and three independent directors. We are not currently providing any compensation to our two executive officers for serving on the board of directors.

          Compensation Pursuant to Plans. In March 2004, we approved the 2004 Equity Incentive Program. The Program provides for the grant of incentive stock options, nonqualified stock options, restricted stock grants, including, but not limited to, unrestricted stock grants, as approved by the Board or a committee of the board. Incentive stock options granted under the Program are intended to qualify as incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Nonqualified stock options granted under the Program are intended not to qualify as incentive stock options under the Internal Revenue Code.

          The total number of shares of the company’s common stock that may be issued under the Program upon the exercise of all option granted under the Program or the satisfaction by all recipients of all conditions necessary for the receipt of restricted stock awards and/or unrestricted stock awards may not exceed 1,000,000, of which 500,000 shares shall be available for issuance under incentive stock options and 500,000 shares shall be available for issuance under nonqualified stock options, restricted stock awards and/or unrestricted stock awards. A total of 232,000 shares have been issued under the Program.

Compensation of Directors Summary Table

DIRECTOR COMPENSATION

Name		Total Fees Earned or Paid in Cash ($)
Steven Marcus		$	2,000
David Granatell		$	2,000
Dr. Michael Kelly		$	2,000

           Narrative to Director Compensation

          Fees earned or paid in cash represent a standard $1,000 per day meeting fee received for attendance at the August 2, 2007 and December 5, 2007 Board of Directors meetings. No compensation is paid to our officers who are directors and attend board meetings. We expect to implement a director incentive plan in 2008. No compensation is paid to our directors with respect to their attendance to Audit and Compensation Committee meetings.

---

20

---

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

          Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities (collectively the “Reporting Persons”) to file reports and changes in ownership of such securities with the Securities and Exchange Commission and the Company

          Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished to the Company pursuant to Rule 16a-3(e), promulgated under the Exchange Act, during the Company’s year ended December 31, 2007 and (ii) Forms 5 and any amendments thereto and/or written representations furnished to the Company by any Reporting Persons stating that such person was not required to file a Form 5 during the Company’s year ended December 2007, it has been determined that no Reporting Persons were delinquent with respect to such person’s reporting obligations set forth in Section 16(a) of the Exchange Act

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Except as set forth below, no transactions have occurred since the beginning of the Company’s last two years or are proposed with respect to which a director, executive officer, security holder owning of record or beneficially more than 5% of any class of the Company’s securities or any member of the immediate families of the foregoing persons had or will have a direct or indirect material interest:

          We engage Ragan & Ragan, P.C. to pursue legal collection of our receivable portfolios, interests in distressed real property and tax lien certificates. Both Messrs. Ragan, Sr. and Ragan, Jr. are partners of Ragan & Ragan, P.C. The fee arrangements between our subsidiaries and Ragan & Ragan, P.C. have been reviewed and approved by all of the members of a committee appointed by our board of directors, other than Mr. Ragan, Sr. who abstained. John C. Kleinert and James J. Mastriani comprised the committee. During years 2007 and 2006, our subsidiary, VI, paid Ragan & Ragan, P.C. an aggregate of $1,128,107 and $1,225,577, respectively, our subsidiary, JHI, paid Ragan & Ragan, P.C. an aggregate of $6,000 and $10,139, respectively, and our subsidiary, VOM, paid Ragan & Ragan, P.C. an aggregate of $238 and $5,528, respectively.

          The Company received a note receivable in the amount of $205,000 in partial payment of the $455,000 purchase price from an officer and related party, John C. Kleinert for the assignment of membership interests in Ridgedale Avenue Commons, LLC, and Morris Avenue Commons, LLC, previously owned by J. Holder, Inc. As of December 31, 2007, the note has a balance of $100,000, along with interest at the rate of 12% which shall accrue only on and after December 26, 2007, by means of one lump sum payment of principal and accrued interest on August 25, 2008. As of March 14, 2008, Mr. Kleinert made a $100,000 lump sum payment to the Company and the promissory note was retired.

          On December 28, 2007, the Company paid $115,146 in withholding taxes in connection with the vesting of 175,000 shares of restricted stock granted to James J. Mastriani. As of March 14, 2008, Mr. Mastriani has returned 136,000 of these shares for cancellation and retirement in order to offset this payment.

          It is our policy, with respect to insider transactions, that all transactions between us, our officers, directors and principal stockholders and our affiliates be on terms no less favorable to us than could be obtained from an unrelated third parties in arms-length transactions, and that all such transactions shall be approved by a majority of the disinterested members of the Board of Directors. We believe that the transactions described above comply with such policy.

          Except for the relationship of W. Peter Ragan, Sr. and W. Peter Ragan, Jr. who are father and son, none of our officers or directors is related.

21

---

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth information available to us, as of September 8, 2008 with respect to the beneficial ownership of the outstanding shares of common stock by any holder of more than five percent (5%) of our outstanding shares; and the outstanding shares of any class of equity securities by our (i) our officers and directors; and (ii) our officers and directors as a group.

Name and Address of Beneficial Owner (1)		Title of Class			Amount and Nature of Beneficial Ownership (1)			Percentage of Class
John C. Kleinert (2)(3)(6)			Common Stock		9,295,323			42.4	%
James J. Mastriani (2)			Common Stock		64,000			0.4	%
W. Peter Ragan, Sr. (2)(4)			Common Stock		2,343,652			11.4	%
W. Peter Ragan, Jr. (2)(4)(7)			Common Stock		2,344,912			11.4	%
Steven Marcus. (2)			Common Stock		0			*
Dr. Michael Kelly. (2)			Common Stock		344,412			1.9	%
David Granatell (2)(5)			Common Stock		1,125,000			3.1	%
All directors and executive officers as a group (seven individuals) (4)(5)(6)(7)			Common Stock		15,517,299			70.60	%

(1)	Beneficial ownership as reported in the table above has been determined in accordance with Instruction (1) to Item 403 (b) of Regulation S-B of the Exchange Act.
(2)	The business address is 1800 Route 34 North, Building 4, Suite 404A, Wall, NJ, 07719.
(3)	Includes 1,718,500 shares of common stock issuable upon the exercise of warrants issued to Mr. Kleinert in connection with the merger with STB.
(4)	Includes 309,250 shares of common stock issuable upon the exercise of warrants issued to each of Mr. Ragan Sr. and Mr. Ragan Jr. in connection with the merger with STB.
(5)	Includes 562,500 shares of common stock issuable upon the exercise of warrants at $1.04 per share which expire on February 3, 2009.
(6)	Includes 40,000 shares of common stock which are convertible from the 10,000 shares of Series A Preferred Stock that Mr. Kleinert owns.
(7)	Includes 1,260 shares of common stock which are convertible from the 315 shares of Series A Preferred Stock that Mr. Ragan Jr. owns.

22

---

GENERAL

          The Management of the Company does not know of any matters, other than those stated in this Proxy Statement, that are to be presented for action at the Annual Meeting. If any other matters should properly come before the Annual Meeting, proxies will be voted on those other matters in accordance with the judgment of the persons voting the proxies. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.

          The Company will bear the cost of preparing, printing, assembling and mailing all proxy materials that may be sent to stockholders in connection with this solicitation. Arrangements will also be made with brokerage houses, other custodians, nominees and fiduciaries, to forward soliciting material to the beneficial owners of the Common Stock of the Company held by such persons. The Company will reimburse such persons for reasonable out-of-pocket expenses incurred by them. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies without additional compensation, by telephone or facsimile transmission. The Company does not expect to pay any compensation for the solicitation of proxies.

          A copy of the Company’s Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC, accompanies this Proxy Statement. Upon written request, the Company will provide each stockholder being solicited by this Proxy Statement with a free copy of any exhibits and schedules thereto. All such requests should be directed to Velocity Asset Mangement, Inc., 1800 Route 34 North, Building 4, Suite 404A, Wall, NJ 07719, Attn: James J. Mastriani, Chief Financial Officer and Secretary.

          All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy in regard to items to be voted upon, stockholders may (i) vote in favor of, or FOR, the item, (ii) vote AGAINST the item or, (iii) ABSTAIN from voting on one or more items. Stockholders should specify their choices on the enclosed proxy. Proxies may be revoked by stockholders at any time prior to the voting thereof by giving notice of revocation in writing to the Secretary of the Company or by voting in person at the Annual Meeting. If the enclosed proxy is properly signed, dated and returned, the Common Stock represented thereby will be voted in accordance with the instructions thereon. If no specific instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted FOR the election of the Directors, FOR the ratification of the appointment of Weiser LLP as the Company’s independent auditors for the fiscal year ending December 31, 2008, and FOR the amendment of the Company’s Certificate of Incorporation, as amended, to effect between a one-for-ten (1-10) and a one-for-twenty (1-20) reverse stock split in the discretion of the board of directors.

Stockholder Proposals for the 2009 Annual Meeting and General Communications

          Any stockholder proposals intended to be presented at the Company’s 2009 Annual Meeting of Stockholders must be received by the Company at its office in Wall, New Jersey on or before December 31, 2008 in order to be considered for inclusion in the Company’s proxy statement and proxy relating to such meeting. The Company has received no stockholders nominations or proposals for the 2008 Annual Meeting.

          Stockholders may communicate their comments or concerns about any other matter to the Board of Directors by mailing a letter to the attention of the Board of Directors c/o the Company at its office in Wall, New Jersey.

Revocability of Proxy

          Shares represented by valid proxies will be voted in accordance with instructions contained therein, or, in the absence of such instructions, in accordance with the Board of Directors’ recommendations. Any person signing and mailing the enclosed proxy may, nevertheless, revoke the proxy at any time prior to the actual voting thereof by attending the Annual Meeting and voting in person, by providing written notice of revocation of the proxy or by submitting a signed proxy bearing a later date. Any written notice of revocation should be sent to the attention of the Secretary of the Company at the address above. Any stockholder of the Company has the unconditional right to revoke his or her proxy at any time prior to the voting thereof by any action inconsistent with the proxy, including notifying the Secretary of the Company in writing, executing a subsequent proxy, or personally appearing at the Annual Meeting and casting a contrary vote. However, no such revocation will be effective unless and until such notice of revocation has been received by the Company at or prior to the Annual Meeting.

23

---

Method of Counting Votes

          Unless a contrary choice is indicated, all duly executed proxies will be voted in accordance with the instructions set forth on the proxy card. A broker non-vote occurs when a broker holding shares registered in street name is permitted to vote, in the broker’s discretion, on routine matters without receiving instructions from the client, but is not permitted to vote without instructions on non-routine matters, and the broker returns a proxy card with no vote (the “non-vote”) on the non-routine matter. Under the rules and regulations of the primary trading markets applicable to most brokers, both the election of directors and the ratification of the appointment of auditors are routine matters on which a broker has the discretion to vote if instructions are not received from the client in a timely manner. Abstentions will be counted as present for purposes of determining a quorum but will not be counted for or against the election of directors or the ratification of independent auditors. As to Item 1, the Proxy confers authority to vote for the one person listed as a candidate for a position on the Board of Directors even though the block in Item 1 is not marked unless the names of one or more candidates are lined out. The Proxy will be voted “For” Items 2 and 3 unless “Against” or “Abstain” is indicated. If any other business is presented at the meeting, the Proxy shall be voted in accordance with the recommendations of the Board of Directors.

	By order of the Board of Directors
	/s/ John C. Kleinert
	John C. Kleinert
	President and Chairman

September 9, 2008

24

---

EXHIBIT A

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

VELOCITY ASSET MANAGEMENT, INC.

          Pursuant to Delaware General Corporation Law Section 242, Velocity Asset Management, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

          That the board of directors, and stockholders of the Corporation holding a majority in interest of the outstanding shares of common stock of the Corporation, approved the following amendments to the Corporation’s Certificate of Incorporation:

Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as follows:

	“FIRST:    The name of the Corporation is Velocity Portfolio Group, Inc.”

Article FOURTH Section (b) of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as follows:

(b)	Upon the effectiveness (the “Effective Date”) of the certificate of amendment to the certificate of incorporation containing this sentence, each [*] shares of the Common Stock issued and outstanding as of the date and time immediately preceding [date on which the certificate of amendment is filed], the effective date of a reverse stock split (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one (1) fully paid and nonassessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share shall have the number of new shares to which they are entitled rounded up to the nearest whole number of shares. Stockholders will not receive cash in lieu of fractional shares.

          IN WITNESS WHEREOF, the undersigned, being the President of the Corporation, has duly executed this Certificate of Amendment as of the ____ day of _____ 2008.

	VELOCITY ASSET MANAGEMENT, INC.
	By: /s/ John C. Kleinert
	John C. Kleinert
	President, Chief Executive Officer and Chairman

A-1

---

VELOCITY ASSET MANAGEMENT, INC.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

          The undersigned hereby appoint(s) John C. Kleinert and James J. Mastriani with the power of substitution and resubstitution to vote any and all shares of capital stock of Velocity Asset Management, Inc. (the “Company”) which the undersigned would be entitled to vote as fully as the undersigned could do if personally present at the Annual Meeting of the Company, to be held on September 29, 2008, at 9:00 A.M. local time, and at any adjournments thereof, hereby revoking any prior proxies to vote said stock, upon the following items more fully described in the notice of any proxy statement for the Annual Meeting (receipt of which is hereby acknowledged):

1.           ELECTION OF DIRECTORS

	VOTE
o	FOR ALL nominees listed below EXCEPT as marked to the contrary below
o	WITHHOLD AUTHORITY to vote for ALL nominees listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a line through the nominee’s name below.)

John C. Kleinert, W. P. Ragan, Sr., Steven Marcus, Dr. Michael Kelly and David Granatell.

2.           RATIFICATION OF THE APPOINTMENT OF WEISER LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2008.

o	FOR the ratification of the appointment of Weiser LLP
o	WITHHOLD AUTHORITY
o	ABSTAIN

3.           AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK

o	FOR the Amendment of the Certificate of Incorporation
o	WITHHOLD AUTHORITY
o	ABSTAIN

 

---

4.           AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY’S NAME FROM “VELOCITY ASSET MANAGEMENT, INC.” TO “VELOCITY PORTFOLIO GROUP, INC.”

o	FOR the Amendment of the Certificate of Incorporation
o	WITHHOLD AUTHORITY
o	ABSTAIN

 

          THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE; UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE FIVE (5) NOMINEES NAMED IN ITEM 1, THE RATIFICATION OF THE APPOINTMENT OF WEISER LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2008 IN ITEM 2, THE AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION IN ITEM 3 AND THE AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION IN ITEM 4.

          In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

          Please mark, sign date and return this Proxy promptly using the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VELOCITY ASSET MANAGEMENT INC.

	Dated:
	Signature
	Signature if jointly owned:
	Print name:

          Please sign exactly as the name appears on your stock certificate. When shares of capital stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please include full title as such. If the shares of capital stock are owned by a corporation, sign in the full corporate name by an authorized officer. If the shares of capital stock are owned by a partnership, sign in the name of the partnership by an authorized officer.

                    PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE

 

---

Velocity Asset Management, (AMEX:JVI)
Historical Stock Chart
From Apr 2024 to May 2024

Velocity Asset Management, (AMEX:JVI)
Historical Stock Chart
From May 2023 to May 2024