SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(MARK ONE)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

                                       Or

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to _________

                       COMMISSION FILE NUMBER: 000-161570

                         VELOCITY ASSET MANAGEMENT, INC.
        (Exact name of Small Business Issuer as Specified in its Charter)


                    DELAWARE                                65-0008442
          (State or Other Jurisdiction                    (IRS Employer
        of Incorporation or Organization)              Identification No.)


              48 S. Franklin Turnpike, 3rd Floor, Ramsey, NJ 07446
                    (Address of Principal Executive Offices)

                                 (201) 760-1030
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer (1), has filed all reports required to be
filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                 Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of November 9, 2004, the registrant
had 14,205,493 shares of common stock outstanding.

<PAGE>

                    VELOCITY ASSET MANAGEMENT SERVICES, INC.

                                   FORM 10-QSB
                    For the Quarter Ended September 30, 2004

                                      Index

                                                                            Page
                                                                          Number
PART I      FINANCIAL INFORMATION

Item 1      Condensed Consolidated Balance Sheets as at December 31, 2003
            and September 30, 2004 (unaudited for September 30, 2004 period)   1

            Condensed Consolidated Statements of Operations for the
            three and nine month periods ended September 30, 2004 and
            2003 (unaudited)                                                   3

            Condensed Consolidated Statements of Stockholders Equity
            (Deficit) as of December 31, 2003 and for the nine months
            ended September 30, 2004 (unaudited for September 30, 2004)        4

            Consolidated Statements of Cash Flows for the nine month
            periods ended September 30, 2004 and 2003 (unaudited)              5

            Notes to Consolidated Financial Statements                         6

Item 2      Management's Discussion and Analysis or Plan of Operation         15

Item 3      Controls and Procedures                                           18

PART II

Item 1      Legal Proceedings                                                 19
Item 2      Changes in Securities                                             19
Item 3      Defaults Upon Senior Securities                                   19
Item 4      Submission of Matters to a Vote of Security Holders               19
Item 5      Other Information                                                 19
Item 6      Exhibits and Reports on Form 8 - K                                19
Signature                                                                     21
Exhibit 31.1                                                                  22
Exhibit 31.2                                                                  23
Exhibit 32.1                                                                  24
Exhibit 32.2                                                                  25

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1   Financial Statements

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            September 30,  December 31,
                          ASSETS                                                2004           2003
                                                                             (Unaudited)        *
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
CURRENT ASSETS
  Cash and Cash Equivalents                                                 $    289,682   $    540,427
  Accounts Receivable                                                             56,113        207,971
  Property Inventory Owned                                                     1,739,360      1,139,670
  Deposits on Properties                                                         120,000        127,500
  Tax Certificates Held and Accrued Interest Receivable, net of discounts        742,378      1,009,073
  Finance Receivables                                                          2,607,497      1,767,166
                                                                            ------------   ------------

      Total Current Assets                                                     5,555,030      4,791,807

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation                                                                    36,653             --

OTHER ASSETS                                                                      75,000             --
                                                                            ------------   ------------

      Total Assets                                                          $  5,666,683   $  4,791,807
                                                                            ============   ============
</TABLE>

* Condensed from audited financial statements.

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       1
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  September 30,  December 31,
       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 2004           2003
                                                                  (Unaudited)         *
                                                                  ------------   ------------
<S>                                                               <C>            <C>
CURRENT LIABILITIES
  Accrued Expenses                                                $     32,269   $    191,622
  Short-Term Borrowings Under Line of Credit                                --        705,477
  Current Portion of Long-Term Debt                                    250,000      2,306,036
  Income Taxes Payable                                                   2,567          2,567
  Installment Payable                                                   50,746             --
  Current Portion of Obligations Under Capital Leases                  472,291        436,752
                                                                  ------------   ------------

      Total Current Liabilities                                        807,873      3,642,454
                                                                  ------------   ------------

LONG-TERM LIABILITIES
  Obligations Under Capital Leases, less current portion               391,694        742,413
  Long-Term Debt, less current portion                                      --        499,020
                                                                  ------------   ------------

      Total Long-Term Liabilities                                      391,694      1,241,433
                                                                  ------------   ------------

      Total Liabilities                                              1,199,567      4,883,887
                                                                  ------------   ------------

STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, $0.001 par value, 40,000,000 shares Authorized,
  13,585,345 shares Issued and Outstanding and $1.00 par value,
  100 shares Authorized, 33 shares Issued and Outstanding,              13,586             33
  respectively
Additional Paid In Capital                                           4,255,354            967
Retained Earnings (Deficit)                                            198,176        (93,080)
                                                                  ------------   ------------

Total Stockholders' Equity (Deficit)                                 4,467,116        (92,080)
                                                                  ------------   ------------

      Total Liabilities and Stockholders' Equity (Deficit)        $  5,666,683   $  4,791,807
                                                                  ============   ============
</TABLE>

* Condensed from audited financial statements.

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       2
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                For the Three Months Ended      For the Nine Months Ended
                                                       September 30,                   September 30,
                                               ----------------------------    ----------------------------
                                                   2004            2003            2004            2003
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
REVENUES
  Sale of Real Property                        $    519,898    $    566,574    $  2,194,471    $  2,205,830
  Collections on Credit Card Receivables
    and Interest Income                             643,117         187,085       1,241,519         420,626
                                               ------------    ------------    ------------    ------------

      Total Revenues                              1,163,015         753,659       3,435,990       2,626,456
                                               ------------    ------------    ------------    ------------

OPERATING EXPENSES
  Cost of Real Property                             460,707         557,556       2,104,089       2,011,881
  Consulting Fees                                     3,500          36,838          12,111          76,569
  Professional Fees                                 434,350          96,044         604,750         236,884
  Lien Searches                                       1,810          23,060          12,891          49,298
  General and Administrative Expenses                47,429          29,071         170,760          62,148
                                               ------------    ------------    ------------    ------------

      Total Operating Expenses                      947,796         742,569       2,904,601       2,436,780
                                               ------------    ------------    ------------    ------------

      Income from Operations                        215,219          11,090         531,389         189,676
                                               ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
  Interest Expense                                 (105,920)        (70,651)       (338,119)       (259,089)
  Other Income                                       84,713          33,725         197,344          33,725
                                               ------------    ------------    ------------    ------------

      Total Other Income (Expense)                  (21,207)        (36,926)       (140,775)       (225,364)
                                               ------------    ------------    ------------    ------------

Income (Loss) Before Tax Provision                  194,012         (25,836)        390,614         (35,688)

Provision for Income Taxes                            4,730           1,284           8,122           1,284
                                               ------------    ------------    ------------    ------------

Net Income (Loss)                              $    189,282    $    (27,120)   $    382,492    $    (36,972)
                                               ============    ============    ============    ============


Weighted Average Common Shares - Basic           13,585,345             100      31,276,206             100
                                               ============    ============    ============    ============

Net Income (Loss) per Common Share - Basic     $       0.01    $    (271.20)   $       0.01    $    (369.72)
                                               ============    ============    ============    ============

Weighted Average Common Shares - Diluted         52,578,845             100      38,553,162             100
                                               ============    ============    ============    ============

Net Income (Loss) per Common Share - Diluted   $       0.00    $    (271.20)   $       0.01    $    (369.72)
                                               ============    ============    ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       3
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

       CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              For the Nine Months Ended September 30, 2004 and the
                          Year Ended December 31, 2003

<TABLE>
<CAPTION>
                                                             Common Stock                                                Total
                                                      ----------------------------     Additional      Retained      Stockholders'
                                                       Number of                        Paid in        Earnings         Equity
                                                        Shares         Par Value        Capital        (Deficit)       (Deficit)
                                                      ------------    ------------    ------------   ------------    ------------
<S>                                                     <C>           <C>             <C>            <C>             <C>
*  BALANCES, January 1, 2003                                   100    $        100    $        900   $   (122,748)   $   (121,748)

Shares Cancelled                                               (67)            (67)             67             --              --

Member Withdrawal                                               --              --              --         (1,000)         (1,000)

Net Income for the Year Ended
   December 31, 2003                                            --              --              --         30,668          30,668
                                                      ------------    ------------    ------------   ------------    ------------

*  BALANCES, December 31, 2003                                  33              33             967        (93,080)        (92,080)

Issuance of Common Stock for the acquisition
   of Tele-Optics, Inc. (reverse acquisition)
   inclusive of the net income for the subsidiary
   (i.e. Tele-Optics, Inc.) through February 3,
   2004 (Date of Acquisition) including
   accumulated deficit (also included in the
   initial issuance of common stock was the sale
   of 7,312,500 shares of common stock for
   $500,000 with $7,312 allocated to par value
   and the remaining $492,688 allocated to
   additional paid in capital)                          99,999,967          99,967         491,721        (91,236)        500,452

Amendment of Certificate of Incorporation
   effective April 8, 2004, authorizing a 13:1
   Reverse Stock Split and the issuance of
   23,505,000 additional shares of common
   stock (pre-stock split number of shares)            (90,499,379)        (90,499)         90,499             --              --

On August 12, 2004, the Company forgave
   $3,676,252 of its existing indebtedness (the
   obligations) in exchange for 4,084,724 shares
   of the Company's common stock, par value
   $0.001 per share at a rate of one share per
   $0.90 of the obligations. The effective date of
   this conversion of debt to equity is retroactive
   to July 1, 2004                                       4,084,724           4,085       3,672,167             --       3,676,252

Net Income for the Nine Months Ended
   September 30, 2004                                           --              --              --        382,492         382,492
                                                      ------------    ------------    ------------   ------------    ------------

** BALANCES, September 30, 2004                         13,585,345    $     13,586    $  4,255,354   $    198,176    $  4,467,116
                                                      ============    ============    ============   ============    ============
</TABLE>

* - Audited

** - Unaudited

              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       4

<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                For the Nine    For the Nine
                                                                                Months Ended    Months Ended
                                                                                September 30,   September 30,
                                                                                    2004            2003
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                             $    382,492    $    (36,972)
  Adjustments to reconcile net income (loss) to net cash provided from
    (used by) operating activities
    Depreciation                                                                       4,146              --
    Accrued Interest Expense Charged to Additional Paid in Capital                    86,499              --
    (Increase) Decrease in:
      Accounts Receivable                                                            151,858              --
      Tax Certificates Held and Accrued Interest Receivable, Net of Discounts        266,695         625,892
      Property Inventory Owned                                                      (599,690)        497,781
      Finance Receivables                                                           (840,331)       (485,193)
      Deposits on Properties                                                           7,500          25,000
      Other Investments                                                                   --          20,000
    Increase (Decrease) in:
      Installment Payable                                                             50,746              --
      Accrued Expenses                                                                69,868          67,694
      Income Taxes Payable                                                                --           1,284
                                                                                ------------    ------------
        Net Cash Provided from (Used by) Operating Activities                       (420,217)        715,486
                                                                                ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of Property and Equipment                                             (40,800)             --
      Cash Received from Reverse Merger                                                  452              --
                                                                                ------------    ------------
        Net Cash Used by Investing Activities                                        (40,348)             --
                                                                                ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan Origination Fees                                                              (75,000)             --
  New Borrowings:
      Short-Term                                                                     200,000              --
      Long-Term                                                                           --         911,538
  Debt Reduction:
      Short-Term                                                                          --      (1,175,880)
      Long-Term                                                                     (415,180)             --
  Proceeds Received from Private Placement Stock Sale                                500,000              --
  Capital Withdrawal                                                                      --          (2,000)
                                                                                ------------    ------------
    Net Cash Provided from (Used by) Financing Activities                            209,820        (266,342)
                                                                                ------------    ------------

Net Increase (Decrease) in Cash and Cash Equivalents                                (250,745)        449,144

Cash and Cash Equivalents, Beginning of Period                                       540,427         382,429
                                                                                ------------    ------------

Cash and Cash Equivalents, End of Period                                        $    289,682    $    831,573
                                                                                ============    ============
</TABLE>
              The accompanying notes are an integral part of these
                   condensed consolidated financial statements

                                       5
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

The accompanying unaudited condensed consolidated financial statements have been
prepared by Velocity Asset Management, Inc. (the "Company") in accordance with
the rules and regulations of the Securities and Exchange Commission (the "SEC")
for interim financial statements and accordingly do not include all information
and footnotes required under generally accepted accounting principles for
complete financial statements. The financial statements have been prepared in
conformity with the accounting principles and practices disclosed in, and should
be read in conjunction with, the annual financial statements of the Company
included in the Company's Fiscal year 2003 Form 10-KSB filing dated March 12,
2003 (File No. 000-16157) and the Company's Form 8-K filing dated February 18,
2004. In the opinion of management, these interim financial statements contain
all adjustments necessary for a fair presentation of the Company's financial
position at September 30, 2004 and December 31, 2003 and the results of
operations for the nine months ended September 30, 2004 and 2003, respectively.

Nature of Operations
--------------------

On February 3, 2004, Tele-Optics, Inc. (the "Company"), through its wholly owned
subsidiary TLOP Acquisition Company, L.L.C. ("TLOP"), entered into a reverse
acquisition (the "Reverse Merger") with STB, Inc. and its subsidiaries. On
February 3, 2004, STB, Inc. became a wholly owned subsidiary of TLOP. As a
result of the Reverse Merger, the Company operates all of its current business
activities through its wholly-owned subsidiary TLOP.

Effective April 8, 2004, the Company changed its name from Tele-Optics, Inc. to
Velocity Asset Management, Inc. The entities that are included in these
financial statements are as follows:

Velocity Asset Management, Inc. (formerly known as Tele-Optics, Inc). - Velocity
Asset Management, Inc. (the "Company") was incorporated in the state of Delaware
on December 31, 1986. In 1987, the Company issued shares of its common stock
pursuant to a public offering. The Company was engaged in the manufacture of
optical products until 1991 when all assets and operations were sold.

The Company was inactive from 1992 through 1998. Commencing in 1999, the Company
devoted its activities to raising capital, becoming current on all previously
delinquent regulatory reporting obligations, and sought to effect a merger or
acquisition with a company that management believed to have significant growth
potential. On February 3, 2004 (the "Effective Date"), the Company acquired STB,
Inc., a New Jersey corporation ("STB"). Accordingly, the Company was classified
as a Development Stage Enterprise, effective January 1, 1999 through February 3,
2004.

TLOP Acquisition Company, L.L.C. - TLOP Acquisition Company, LLC ("TLOP") was
incorporated in New Jersey as a limited liability company. TLOP is a
wholly-owned subsidiary of the Company and pursuant to the Reverse Merger owns
100% of STB, Inc.

STB, Inc. - STB, Inc. ("STB") was incorporated in New Jersey in 2003. Its
primary purpose was to act as a holding company for three subsidiaries J.
Holder, Inc., VOM, LLC and Velocity Investments, LLC.

J. Holder, Inc. - J. Holder, Inc. ("J. Holder") was formed in 1998 to invest in,
and maximize the return on real property being sold at sheriff's foreclosure
sales and judgment execution sales, defaulted mortgages, partial interests in
real property and the acquisition of real property with clouded title. These
investments are made at discounts to fair market value focusing on acquiring the
property for re-sale or perfecting the partial interest and/or clouded title for
resale.

                                       6
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS (Continued)

VOM, L.L.C. - VOM, LLC ("VOM") was formed in 2002 to invest in and maximize the
return on New Jersey Municipal Tax Liens. VOM focuses on maximization of profit
through legal collections and owned real estate opportunities presented by the
current tax lien environment.

Velocity Investment, L.L.C. - Velocity Investments, LLC ("Velocity") was
established in 2002 to invest in, and maximize the return on, consumer debt
purchased on the secondary market. Velocity purchases consumer debt portfolios
at a discount and then liquidates these portfolios through legal collection
means. Velocity employs advanced technology and extensive management experience
to plan, execute against and exceed desired business objectives.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reverse Acquisition
-------------------

For the purposes of these financial statements, the purchase of STB, Inc. by
Velocity Asset Management, Inc.'s wholly-owned subsidiary TLOP Acquisition
Company, LLC is treated as a reverse acquisition under the purchase method of
accounting, as outlined in Accounting Principles Board Opinion No. 16. For
accounting purposes, STB, Inc. is considered the acquirer in the reverse
acquisition. The statement of operations for Velocity Assets Management, Inc.
for the nine months ended September 30, 2004, includes nine months of revenues
and expenses of STB, Inc and its subsidiaries combined with the revenues and
expenses for Tele-Optics, Inc. and its subsidiary for the period from the date
of acquisition, February 3, 2004, through September 30, 2004.

Principles of Consolidation
---------------------------

For the purposes of the accompanying financial statements, STB, Inc. is
considered the accounting "Parent" company and Tele-Optics, Inc. is considered
the subsidiary. Therefore, these financial statements include the combined
assets and liabilities of STB, Inc. and its subsidiaries as of September 30,
2004. The statement of operations includes the income and expenses of STB, Inc.
and its subsidiaries for the complete nine months ended September 30, 2004 and
the income and expenses of Tele-Optics, Inc. for the period from February 3,
2004 through September 30, 2004. All material intercompany payables,
receivables, revenues and expenses have been eliminated for purposes of this
consolidation.

Use of Estimates
----------------

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.

Cash Equivalents
----------------

All highly liquid investments purchased with an original maturity of three
months or less are considered to be cash equivalents.

                                       7
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments and Revenue Recognition
-----------------------------------

Investments in real property purchased by the Company for resale are carried at
the lower of cost or market value. This includes the cost to purchase the
property and repairs or other costs required to get the property ready for
resale. The Company recognizes income and related expenses from the sale of real
property investments at the date the sale closes.

The Company records its investments in New Jersey municipal tax liens at cost
plus accrued interest. Interest revenue is recognized on the accrual basis of
accounting, based on the face value of the tax certificates at the stated rate
of 18% per annum. The initial portfolios of liens were purchased at a 2%
discount. As required by Accounting Principals Board, Opinion No. 21, "Interest
on Receivables and Payables," the discount is recognized over the estimated life
of the liens using the interest method.

The Company purchases distressed credit card portfolios at a substantial
discount. Therefore, no interest is accrued and discount is not accreted as
these loans are distressed and collection is not assured. Accordingly, interest
and discount accretion is accounted for on the cash-basis, using the
cost-recovery method for partial collections.

Allowance for Credit Card Portfolio Losses
------------------------------------------

Provisions for credit losses are charged to income in amounts sufficient to
maintain the allowance at a level considered adequate to cover the losses of
principle, net of discount, in the existing portfolio. The Company's charge-off
policy is to charge-off the principle balance of loans when all collection
efforts have been exhausted.

Fair Value of Financial Instruments
-----------------------------------

Financial instruments, including cash, receivables, accounts payable, and notes
payable are carried at amounts which reasonably approximate their fair value due
to the short-term nature of these amounts or due to variable rates of interest
which are consistent with market rates. At present, the Company does not have
any receivables, accounts payable or notes payable.

Income Taxes
------------

The Company follows the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.

Earnings per Share
------------------

The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS No. 128) which establishes standards for computing
and presenting earnings per share ("EPS") and requires the presentation of both
basic and diluted EPS. As a result, primary and fully diluted EPS have been
replaced by basic and diluted EPS. EPS is calculated by dividing net income by
the weighted-average number of outstanding shares of Common Stock for each year.

                                       8
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income
--------------------

Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive
Income," (SFAS 130), requires that total comprehensive income be reported in the
financial statements. There were no components of comprehensive income;
consequently, no separate statement of comprehensive income has been presented.


NOTE 3 - INVESTMENTS

Investments in Real Property
----------------------------

As discussed in Note 1, investments in real property are made at a discount to
fair market value with the focus on acquiring the property for resale or to
perfect the partial interest and/or clouded title for resale. Purchases of
property have been funded by a line of credit from a shareholder, see Note 4.

Investments in Municipal Tax Liens
----------------------------------

Investments in New Jersey municipal tax liens consist of the following:

                                 September 30,   December 31,
                                     2004            2003
                                 ------------    ------------

         Tax lien certificates   $    476,828    $    679,528
         Discount on purchase          (4,925)         (4,925)
         Accrued interest             270,475         334,470
                                 ------------    ------------

                                 $    742,378    $  1,009,073
                                 ============    ============

Interest accrues at 18% per annum based on the lien balance.


NOTE 4 - FINANCE RECEIVABLES

Finance receivables consist of the following:

                                  September 30,   December 31,
                                      2004            2003
                                  ------------    ------------

         Credit card portfolios   $ 15,556,052    $ 10,171,860
         Discount on portfolios    (12,948,555)     (8,404,694)
                                  ------------    ------------

                                  $  2,607,497    $  1,767,166
                                  ============    ============

The Company does not accrue interest income and discount amortization on
accounts due to the irregularity of collections and no assurance of collections.
All loans are distressed and past due.

                                       9
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 5 - LINE OF CREDIT

The Company had a $2,000,000 line of credit with a shareholder, which was due to
expire May 2005, for the purpose of financing the Company's investments in real
property. On August 12, 2004, the above line of credit was forgiven in exchange
for shares of the Company's common stock, par value $.001 per share at a rate of
one share per $0.90 of the Obligation. The total debt forgiveness including
accrued interest of $79,489 totaled $984,966. The effective date of this
conversion of debt to equity is retroactive to July 1, 2004. Interest at 10% per
annum was due upon sale of the real property, based on the number of days the
funds were committed to the investment. Each investment was presented on a
case-by-case basis for funding approval and, if approved, the asset purchased
was assigned as collateral to the shareholder for the funds advanced until the
property was sold. Funds advanced were held and disbursed from an attorney trust
account. At September 30, 2004 and December 31, 2003, there was $0 and
$1,294,523, respectively, available under this line of credit. Interest expense
for the nine months ended September 30, 2004 and the year ended December 31,
2003 was $124,859 and $66,237, respectively.


NOTE 6 - LONG-TERM DEBT

Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                               September 30,  December 31,
                                                                   2004           2003
                                                               ------------   ------------
<S>                                                            <C>            <C>
Note payable to an officer and a related trust, interest at
10% per annum, secured by tax lien certificates and all
other assets of the Company. Principal and interest
payable quarterly or, if not quarterly, at such time as the
Company's cash flow allows, was due July 17, 2004
On August 12, 2004, the above note payable was forgiven in
exchange for shares of the Company's common stock,
per value $.001 per share at a rate of one share per $0.90
of the Obligation. The total debt forgiveness including
accrued interest of $75,095 totaled $1,581,131. The
effective date of this conversion of debt to equity is
retroactive to July 1, 2004                                    $         --   $  1,506,036

Notes payable to an officer, interest at 8% per annum,
unsecured. All notes originated during the period of
January-May of 2003 and were each due in five years
Principal and interest was due on the anniversary of each
note except for the first year, which payment shall be
optional and otherwise added to the second year payment
On August 12, 2004, the above notes payable was forgiven in
exchange for shares of the Company's common stock,
par value $.001 per share at a rate of one share per $0.90
of the Obligation. The total debt forgiveness including
accrued interest of $51,798 totalled $550,818. The
effective date of this conversion of debt to equity is
retroactive to July 1, 2004                                              --        499,020

                                                               ------------   ------------
Subtotal                                                       $         --   $  2,005,056
                                                               ------------   ------------
</TABLE>

                                       10
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 6 - LONG-TERM DEBT (continued)

<TABLE>
<CAPTION>
                                                               September 30,  December 31,
                                                                   2004           2003
                                                               ------------   ------------
<S>                                                            <C>            <C>
Balance brought forward                                        $         --   $  2,005,056

Note payable to Michael Kelly, interest at 8% per annum
payable semi-annually; at the expiration of one year, upon
30 days notice to the Company, the note could have been
payable upon demand, secured by first position upon all
corporate assets. On August 12, 2004, the above note payable
was forgiven in exchange for shares of the Company's
common stock, par value $.001 per share at a rate of one
share per $0.90 of the Obligation. The total debt
forgiveness including accrued interest of $11,902 totaled
$3,111,902. The effective date of this conversion of debt
to equity is retroactive to July 1, 2004                                 --        300,000

Note payable to Richard Cavanaugh, interest at 6% per annum
payable semi-annually, upon 30 days notice to the Company,
the note may be payable upon demand and is unsecured                250,000             --

Note payable to Richard Cavanaugh, interest at 8% per
annum payable semi-annually, upon 30 days notice to the
Company, the note may be payable upon demand and is
unsecured                                                                --        500,000
                                                               ------------   ------------
                                                                    250,000      2,805,056
Less: Current Portion                                               250,000      2,306,036
                                                               ------------   ------------
                                                               $         --   $    499,020
                                                               ============   ============
</TABLE>

Maturities of notes payable are as follows:

              2005                $ 250,000
                                  =========


NOTE 7 - OBLIGATIONS UNDER CAPITAL LEASE

Capital lease obligations consist of the following:

                                       11
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


<TABLE>
<CAPTION>
                                                           September 30,  December 31,
                                                               2004           2003
                                                           ------------   ------------
<S>                                                        <C>            <C>
Capital lease payable to Unifund Portfolio E, LLC, in
monthly payments of $44,834, including interest at 5.75%
with a balloon payment due November 2005, secured by
corresponding investment portfolios                        $    863,985   $  1,179,165
                                                           ============   ============
</TABLE>


NOTE 7 - OBLIGATIONS UNDER CAPITAL LEASE (continued)

Minimum lease payments due under capital leases as of September 30, 2004, are as
follows:


         Period Ending
         September 30,

         2005                                                       $    542,856
         2006                                                            452,380
                                                                    ------------
         Total net minimum capital lease payments                        995,236
         Less amounts representing interest                              131,251
                                                                    ------------
         Present value of future minimum capital lease payments          863,985
         Less Current Portion of Obligations Under Capital Leases        472,291
                                                                    ------------
         Obligations Under Capital Lease, less current portion      $    391,694
                                                                    ============

NOTE 8 -RELATED PARTY TRANSACTIONS

Interest payments on the line of credit, Note 5, were made to a director and
shareholder of the Company in the amounts of $124,859 and $66,237 for the nine
months ended September 30, 2004 and the year ended December 31, 2003,
respectively. In addition, the Company paid the director and shareholder
consulting fees of $8,312 and $103,389 for the nine months ended September 30,
2004 and the year ended December 31, 2003, respectively.

The Company paid legal consulting fees to an entity related to a director and
shareholder in the amount of $36,226 and $128,147 for the nine months ended
September 30, 2004 and the year ended December 31, 2003, respectively. This
related entity provided office space and administrative support to the Company
at no cost for the year ended December 31, 2003.

The Company paid legal research fees to an entity related to a shareholder in
the amount of $96,273 for the year ended December 31, 2003.

                                       12
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


At September 30, 2004 and December 31, 2003, the Company had a receivable from a
related party in the amount of $14,950 and $16,872, respectively.

NOTE 9 - INCOME TAXES

The provision for corporate income taxes for the nine months ended September 30,
2004 and the year ended December 31, 2003 consists of the following:

                               For the Nine   For the Nine
                               Months Ended   Months Ended
                               September 30,  September 30,
                                   2004           2003
                               ------------   ------------
         Current:
              Federal          $         --   $         --
              State                   8,122          1,284
                               ------------   ------------

                       Total   $      8,122   $      1,284
                               ============   ============


NOTE 9 - INCOME TAXES (continued)

Deferred income taxes relating to the tax benefit of the Company's net operating
loss was offset by a valuation allowance due to the uncertainty of profitable
operations in the future. Also, as a result of the Company's change of control,
the net operating losses which can be utilized each year will be limited under
the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as
amended.

The Company's net operating loss carryforward of approximately $1,680,000, which
expires from the year 2006 through 2017, may be carried forward for tax
purposes, to offset taxable income.


NOTE 10 - REVERSE STOCK SPLIT AND CHANGE IN NUMBER OF SHARES OF CAPITAL STOCK
AUTHORIZED

On April 8, 2004, the Company amended its certificate of incorporation to (a)
effect a 13-for-1 reverse split of the Company's then issued and outstanding
shares of common stock and (b) change the total authorized shares of capital
stock to 50,000,000 shares, of which 40,000,000 are classified as common stock,
par value $.001 per share and 10,000,000 are classified as preferred stock, par
value $.001 per share. As of September 30, 2004, the total common stock issued
and outstanding was 13,585,345 with a par value of $13,586 and there was no
preferred stock issued or outstanding. All references to share numbers or
earnings or loss per share contained in the financial statements to which these
notes relate give effect to the Reverse Split.


NOTE 11 - OUTSTANDING WARRANTS

At September 30, 2004, the Company had outstanding warrants to purchase
3,199,500 shares of the Company's common stock at a price of $1.04 per share.
The warrants were granted pursuant to the Merger Agreement effective February 3,
2004 and expire after a period of five years.

                                       13
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                      (Formerly known as Tele-Optics, Inc.)

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2004


NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION

Cash was expended for interest in the amount of $105,920 and $262,217 for the
nine months ended September 30, 2004 and the year ended December 31, 2003,
respectively. Cash was expended for income taxes in the amount of $8,122 and
$2,892 for nine months ended September 30, 2004 and the year ended December 31,
2003, respectively.

On August 12, 2004, the Company forgave $3,676,252 of its existing indebtedness
("the Obligations") in exchange for 4,084,724 shares of the Company's common
stock, par value $.001 per share at a rate of one share per $0.90 of the
Obligation. The effective date of this conversion of debt to equity is
retroactive to July 1, 2004. The non-cash transaction was as follows:


NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION (Continued)

         Total common stock issued                    $      4,085
         Total additional paid in capital                3,672,167
                                                      ------------
         Total                                        $  3,676,252
                                                      ============

         Total debt forgiven
         Short-term borrowings under line of credit   $    905,476
         Notes payable                                   2,455,056
         Accrued interest payable                          229,221
         Accrued interest expense                           86,499
                                                      ------------
         Total                                        $  3,676,252
                                                      ============


NOTE 13 - CONCENTRATIONS OF CREDIT RISK

The consolidated entities maintain cash balances at one institution located in
central New Jersey. The amounts at this institution are insured by the Federal
Deposit Insurance Corporation up to $100,000 per entity. The amount at risk at
September 30, 2004 and December 31, 2003 was $16,778 and $335,948, respectively.
The Company considers the risk to be minimal.


NOTE 14 - SUBSEQUENT EVENTS


On October 4, 2004, the Company sold 620,333 units of its securities for an
aggregate of $930,500 ($1.50 per unit) in a private transaction. Each unit
consists of one share of the Company's Common Stock and a warrant to purchase
one-fifth of a share of the Company's Common Stock at $2.50 per share during a
period of five years.

                                       14
<PAGE>

Item 2            Management's Discussion and Analysis or Plan of Operation.

Overview
--------

The Company was incorporated in Delaware under the name Tele-Optics, Inc. in
December 1986 for the purpose of acquiring a company engaged in the development,
manufacture and marketing of a variety of products for use in the medical and
defense industries. In September 1991, the Company sold all of the assets
related to such business to a third party. Since that sale and until February 3,
2004 (the "Effective Date"), when the Company acquired STB, Inc., a New Jersey
corporation ("STB"), the Company has had no active business operations.

On the Effective Date, the Company entered into and consummated an Agreement and
Plan of Merger (the "Merger Agreement") by and among the Company's wholly owned
subsidiary, TLOP Acquisition Company, L.L.C., a New Jersey limited liability
company ("Newco"), STB and the stockholders of STB, John C. Kleinert, W. Peter
Ragan, Sr. and W. Peter Ragan, Jr. (collectively, the Stockholders"). Pursuant
to the Merger Agreement, on the Effective Date, STB was merged with and into
Newco (the "Merger"), and the Company issued to the Stockholders in exchange for
all of the common stock of STB issued and outstanding (a) an aggregate of
79,682,500 shares of the Company's common stock, (b) the right to receive an
aggregate of 23,505,000 additional shares of the Company's common stock upon
amendment to the Company's certificate of incorporation to increase the total
number of shares of capital stock that the Company is authorized to issue, and
(c) warrants to purchase for a period of five years an aggregate of 31,681,000
shares of common stock at an exercise price of $.08 per share. The details of
the Merger are set forth in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 18, 2004. The 79,682,500
shares of common stock issued to the Stockholders represented approximately 80%
of the then total issued and outstanding shares of the Company's common stock.
The Merger Agreement also provided that upon amendment to the Company's
certificate of incorporation to authorize the Company to issue a series of
preferred stock having certain terms and conditions, John C. Kleinert would
convert all of the debt owed by the Company to him, including debt under a line
of credit and other secured loans, into shares of such preferred stock.

In connection with the Merger, the Company completed a private placement to an
accredited investor of 7,312,500 shares of the Company's common stock and a
warrant exercisable for five years to purchase an aggregate of 7, 312, 500
shares of common stock at $.08 per share in exchange for $500,000. The proceeds
of such private placement have been used for working capital.

As a result of the Merger, the Company now carries on business through its
wholly owned subsidiary, Newco, which maintains its executive offices at 48 S.
Franklin Turnpike, 3rd Floor, Ramsey, NJ, and its business offices at 3100 Route
138 West, Wall, NJ 07719.

Effective April 8, 2004, the Company amended its certificate of incorporation to
(a) change its corporate name to Velocity Asset Management, Inc., (b) effect a
13 for one reverse split of the Company's then issued and outstanding shares of
common stock, and (c) change the total authorized shares of its capital stock to
50,000,000 shares, of which 40,000,000 are classified as common stock, par value
$.001 per share, and 10,000,000 are classified as preferred stock, par value
$.001 per share, issuable in such series with such powers, designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thererof, as the Company's Board of

                                       15
<PAGE>

Directors may fix from time to time by resolution or resolutions. As a result of
such amendment, the Company had sufficient authorized shares of common stock to
enable it to issue to the Stockholders the additional shares of common stock and
warrants as provided in the Merger Agreement and such shares and warrants have
been issued. In addition, the Company's Board of Directors was authorized to
designate a class of preferred stock into which Mr. Kleinert and two other
parties (holding an aggregate of approximately $2,800,000 of indebtedness as of
March 31, 2004) had agreed to convert all of their indebtedness. In lieu of such
conversion, effective July 1, 2004, Mr. Kleinert and such parties converted all
of the Company's indebtedness held by them into an aggregate of 4,084,724 shares
of the company's Common Stock on the basis of one share per $.90 of
indebtedness.

Prior to the Merger, STB was a New Jersey corporation that was formed in 2003.
Its primary purpose was to act as a holding company for three subsidiaries, J.
Holder, Inc. ("JHI"), VOM, LLC ("VOM") and Velocity Investments, LLC
("Velocity"). JHJ was formed in 2002 and invests, at a discount from fair market
value, in real property being sold at sheriff's foreclosure and judgment
execution sales, defaulted mortgages, partial interests in real property and the
acquisition of real property with clouded title. VOM was formed in 2002 and
invests in New Jersey municipal tax liens with the focus on profit through legal
collection and owned real estate opportunities presented by the current tax
environment. Velocity was formed in 2002 and invests in consumer debt purchased
on the secondary market at a discount from face value and then liquidates these
debt portfolios through legal collection means.

As discussed below, the nine-month period ended September 30, 2004 was
characterized by a substantial increase in revenues partially offset by an
increase in operating expenses, resulting in a net profit for the period of
$382,492 as compared to a net loss of $36,972 during the same period in the
prior year.

Results of Operations
---------------------

Revenues in the three-month period ended September 30, 2004 (the "2004 Third
Quarter") were $1,163,015 as compared to $753,659 in the same period in the
prior year (the "2003 Third Quarter"), representing a 54% increase. Revenues in
the nine-month period ended September 30, 2004 (the "2004 Period") were
$3,435,990 as compared to $2,626,456 in the same period in the prior year (the
"2003 Period"), representing a 31% increase. The increase in revenues for both
periods was primarily attributable to the increased operations and focused
efforts of Velocity and the maturation of its portfolios. Revenues from the sale
of real property, the collection of credit card receivables and interest income
derived from debt instruments owned by the Company represented approximately 45%
and 55%, respectively, during the 2004 Third Quarter as compared to
approximately 75% and 25% during the 2003 Third Quarter, and approximately 64%
and 36% during the 2004 Period as compared to 84% and 16% during the 2003
Period. Management does not believe that the mix of revenues on a comparative
basis is necessarily indicative of any trend but is more related to factors
beyond the Company's control, such as maturity dates, court decisions and other
similar events the affect the timing of revenue recognition.

Operating Expenses

Total operating expenses in the 2004 Third Quarter were $947,796 as compared to
$742,569 in the 2003 Third Quarter, representing a 28% increase. Total operating
expenses for the 2004 Period were $2,904,601 as compared to $2,436,780 for the

                                       16
<PAGE>

2003 Period, representing a 19% increase. The increase in total operating
expenses for both periods was primarily attributable to the related increase in
revenues during such periods, as well as increase professional fees and fixed
costs associated with being a reporting issuer during the 2004 Thirds Quarter
and the 2004 Period.

Other Income (Expense)

Interest Expense in the 2004 Third Quarter was $105,920 as compared to $70,651
in the 2003 Third Quarter, representing a 50% increase. Interest expense in the
2004 Period was $338,119 as compared to $259,089 in the 2003 Period,
representing a 31% increase. The increase in interest expense for both periods
was primarily attributable to increases in the amount and structure of the
Company's debt. During the 2004 Third Quarter and the 2004 Period the Company
recognized other income of $84,713 and $197,344, respectively, all of which was
derived from other JHI operations.

Net Income (Loss)

Net income in the 2004 Third quarter was $189,282 as compared to $27,120 in the
2003 Third Quarter, representing a 598% increase. Net income for the 2004 Period
was $382,492 as compared to a net loss of $36,972 in the 2003 Period. The
increase in net income for both periods is primarily attributable to expansion
of the Company's credit cards receivable business. Results of operations are
likely to fluctuate from quarter to quarter depending on the mix of revenue
sources and other factors beyond the Company's control as indicated above.
Accordingly, comparisons of quarter to quarter results may not be meaningful.

The Company is not presently aware of any known trends that may have a material
impact on its revenues from continuing operations. The Company does not believe
that the recent increases in interest rates, and the anticipated continuing
gradual increases in interest rates, has had or will have a material adverse
affect upon the Company's business.

Liquidity and Capital Resources
-------------------------------

            At September 30, 2004, the Company had $289,682 in cash and cash
equivalents and trade accounts payable in the amount of $32,269. Management
believes that such funds, together with the revenues expected to be generated
from operations and the proceeds from the private placement ($930,500) discussed
below will be sufficient to finance operations for the foreseeable future.

         In order to expand operations by, among other things, purchasing
additional portfolios of receivables, the Company is seeking to raise additional
capital through the sale of equity or debt instruments or by way of a bank line
of credit. In July 2004, the Company entered into a Letter of Intent with a
national financial institution that provides for a line of credit to the
Company's Velocity subsidiary of $12,500,000 to be used for the purchase of
portfolios of unsecured receivables. The line of credit is subject to the
fulfillment of various conditions, including the execution of definitive
documents, as well as the Company securing significant additional equity
capital. If the line of credit is obtained, the Company may incur significant
increases in interest expense and may be subject to covenants restricting
certain of its activities.

                                       17
<PAGE>

         In October 2004, the Company raised $930,500 of additional equity
capital by the sale of 620,000 units of its securities in a private transaction.
Each unit is comprised of one share of Common Stock and a warrant to purchase
one-fifth of a share of Common Stock for $2.50 per share exercisable for a
period of five years. The Company is negotiating with various parties and
institutions to provide additional equity capital by the sale of additional
units. In accordance with the terms of the line of credit letter of intent, the
Company will need to raise at least $1,500,000 of additional equity capital. No
assurance can be given, however, that such additional equity capital will be
obtained on terms acceptable to the Company or at all and, even if obtained,
that the other conditions precedent to obtaining the line of credit will be
fulfilled. If such conditions are fulfilled, the Company expects that the line
of credit would become available by the end of 2004 or the first quarter of
2005. The raising of additional equity capital through the sale of units or
other securities of the Company may result in dilution of existing stockholders.

         Item 3            Controls and Procedures.

         (a)      Evaluation of Disclosure Controls and Procedures.
                  ------------------------------------------------

         Within the 90 days prior to the date of this report, Velocity Asset
Management, Inc. ("the Company"), carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
him to material information required to be included in the Company's periodic
SEC filings relating to the Company (including its consolidated subsidiaries).

         (b)      Changes in Internal Controls.
                  ----------------------------

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these internal controls
subsequent to the date of our most recent evaluation.

                                       18
<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1   Legal Proceedings

         None

Item 2   Changes in Securities

         During the period covered by this Report, no securities were sold by
the Registrant that were not registered under the Securities Act of 1933, as
amended (the "Act") and not reported on a Current Report on Form 8-K, except as
set forth below. All references to numbers of shares and exercise prices reflect
the 13 for one reverse stock split effected by the Registrant on April 8, 2004.

         1. In August 2004, effective as of June 30, 2004, Registrant issued an
aggregate of 4,084,724 shares of its Common Stock to holders of $3,676,252 of
the Company's indebtedness, including the Company's Chief Executive Officer,
Jack C. Kleinert, in exchange for the cancellation thereof on the basis of one
share per $.90 of indebtedness.

With respect to issuances of securities referred to above, each of the holders
is an "accredited investor" as such term is defined in Regulation D, was
furnished with information about the Registrant and had the opportunity to
verify information supplied. Additionally, Registrant obtained a representation
from each holder of such holder's intent to acquire the securities for the
purpose of investment only, and not with a view toward the subsequent
distribution thereof. The securities bear appropriate restrictive legends, and
Registrant has issued stop transfer instructions to its transfer agent.

Item 3   Defaults Upon Senior Securities

         None

Item 4   Submission of Matters to a Vote of Security Holders

         None

Item 5   Other Information

         None

Item 6   Exhibits and Reports on Form 8-K

         (a)  Exhibits

         31.1.   Certification of Principal Executive Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002

         31.2    Certification of Principal Financial Officer pursuant to
                 Section 302 of the Sarbanes-Oxley Act of 2002.

                                       19
<PAGE>

         32.1    Certification of Principal Executive Officer pursuant to 18
                 U.S.C. Section 1350

         32.2    Certification of Principal Financial Officer pursuant to 18
                 U.S.C. Section 1350.

         (b)     Reports on Form 8-K

                 1. On September 14, 2004, Registrant filed a Current Report on
         form 8-K reporting the appointment of James J. Mastriani as Chief
         Financial Officer and Chief Legal Officer of the Registrant.

                                       20
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                      VELOCITY ASSET MANAGEMENT, INC.

Dated:  November 15, 2004             By: /s/ JOHN C. KLEINERT
                                          -------------------------------------
                                          John C. Kleinert
                                          Chief Executive Officer and President

                                       21