**Exhibit31.2**

     SECTION 302CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT OF 2002

I, James J. Mastriani, Chief Financial Officer ofVelocity Asset Management, Inc., do hereby certify that:

          1.       Ihave reviewed this quarterly report on Form 10-Q of Velocity Asset Management,Inc;

          2.       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

          3.       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the period presented in this report;

          4.       TheCompany’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for theCompany and have:

                    (a)Designed such disclosure controls and procedure, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

                    (b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

                    (c)Evaluated the effectiveness of the Company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

                    (d)Disclosed in this report any changes in the Company’sinternal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, oris reasonably likely to materially affect, the Company’s internal control overfinancial reporting; and

          5.       TheCompany’s other certifying officer and I have disclosed,based on our most recent evaluation or internal control over financial reporting,to the Company’s auditors and the audit committee of theCompany’s board of directors (or persons performing theequivalent functions):

                    (a)all significant deficiencies and material weaknesses in the design or operationof internal controls over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and

                    (b)any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Smaller Reporting Company’s internal controlover financial reporting.