**Exhibit 31.2**

SECTION 302 CERTIFICATION PURSUANT TOSARBANES-OXLEY ACT OF 2002 

I, James J.Mastriani, Chief Financial Officer of Velocity Asset Management, Inc., dohereby certify that: 

          1.     I have reviewed this quarterly report on Form 10-Q of Velocity AssetManagement, Inc; 

          2.     Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

          3.     Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Company asof, and for, the period presented in this report; 

          4.     The Smaller Reporting Company’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f))for the Smaller Reporting Company 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 Smaller Reporting 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 Smaller Reporting 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 Smaller Reporting Company’sinternal control over financial reporting that occurred during the SmallerReporting Company’s most recent fiscal quarter that has materially affected, oris reasonably likely to materially affect, the Company’s internal control over financialreporting; and 

          5.     TheSmaller Reporting Company’s other certifying officer and I have disclosed,based on our most recent evaluation or internal control over financialreporting, to the Smaller Reporting Company’s auditors and the audit committeeof the Smaller Reporting Company’s board of directors (or persons performingthe equivalent functions): 

                    (a)all significant deficiencies and material weaknesses in the design or operationof internal controls over financial reporting which hare 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.