SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(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, 2007

                                       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.)

              1800 Route 34 North, Building 4, Suite 404A Wall, NJ
                    (Address of Principal Executive Offices)

                                 (732) 556-9090
                (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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: The Issuer had 17,066,821 shares of
common stock issued and outstanding as of November 8, 2007.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>

                    VELOCITY ASSET MANAGEMENT SERVICES, INC.

                                   FORM 10-QSB
                    For the Quarter Ended September 30, 2007

                                      Index

                                                                            Page
                                                                          Number

PART I                        FINANCIAL INFORMATION

Item 1    Condensed Consolidated Balance Sheets as at December 31, 2006
          and September 30, 2007 (unaudited as at September 30, 2007)          2

          Condensed Consolidated Statements of Income for the three and
          nine month periods ended September 30, 2007 and 2006
          (unaudited)                                                          4

          Condensed Consolidated Statement of Changes in Stockholders'
          Equity for the nine month period ended September 30, 2007
          (unaudited)                                                          5

          Condensed Consolidated Statements of Cash Flows for the nine
          month period ended September 30, 2007 and 2006 (unaudited)           6

          Notes to the Condensed Consolidated Financial Statements             7

Item 2    Management's Discussion and Analysis or Plan of Operations          17

Item 3    Controls and Procedures                                             28

PART II
Item 1    Legal Proceedings                                                   29
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds         29
Item 3    Defaults Upon Senior Securities                                     29
Item 4    Submission of Matters to a Vote of Security Holders                 29
Item 5    Other Information                                                   29
Item 6    Exhibits                                                            29
          Signatures                                                          30
          Certifications
<PAGE>

                                 PART I
                         FINANCIAL INFORMATION

Item 1 Financial Statements

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 September 30,    December 31,
                                                                      2007            2006
                                                                  (Unaudited)       (Audited)
                                                                 -------------    ------------
<S>                                                              <C>              <C>
                              ASSETS

Cash and cash equivalents                                        $     648,346    $  2,444,356
Notes receivable                                                       205,127         180,641
Note receivable from related party                                     205,000              --
Deposits on properties                                                  90,000         240,000
Properties held for sale                                             6,820,812       6,133,705
Tax certificates held and accrued interest receivable, net             324,360         472,071
Consumer receivables, net                                           46,618,422      38,327,926
Property and equipment, net of accumulated depreciation                 68,765          68,619
Deferred income tax asset                                              361,100         306,900
Security deposits                                                       30,224          30,100
Other assets                                                           475,428         229,841
                                                                 -------------    ------------

   Total assets                                                  $  55,847,584    $ 48,434,159
                                                                 =============    ============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       -2-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       September 30,    December 31,
                                                                                           2007             2006
                                                                                        (Unaudited)       (Audited)
                                                                                       -------------    ------------
<S>                                                                                    <C>              <C>
                            LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

   Accounts payable and accrued expenses                                               $   1,369,897    $    873,507
   Estimated court and media costs                                                         7,309,904       8,446,319
   Lines of credit                                                                        17,442,758      13,791,388
   Notes payable to related parties                                                        2,370,000       2,370,000
   Notes and mortgage payable                                                              1,015,000         780,000
   Convertible subordinated notes                                                          2,350,000              --
   Income taxes payable                                                                      492,905         600,974
                                                                                       -------------    ------------

      Total liabilities                                                                   32,350,464      26,862,188
                                                                                       -------------    ------------

STOCKHOLDERS' EQUITY

   Series A 10% Convertible Preferred stock, $0.001 par value, 10,000,000 shares
     authorized, 1,380,000 shares issued and outstanding (liquidation preference
     of $13,800,000)                                                                           1,380           1,380
   Common stock, $0.001 par value, 40,000,000 shares authorized, 16,879,321 and
     16,129,321 shares issued and outstanding, respectively                                   16,879          16,129
   Additional paid-in-capital                                                             24,901,631      23,502,381
   Accumulated deficit                                                                    (1,422,770)     (1,947,919)
                                                                                       -------------    ------------

   Total stockholders' equity                                                             23,497,120      21,571,971
                                                                                       -------------    ------------

      Total liabilities and stockholders' equity                                       $  55,847,584    $ 48,434,159
                                                                                       =============    ============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       -3-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            For the Three Months Ended    For the Nine Months Ended
                                                                  September 30,                 September 30,
                                                           ---------------------------   ---------------------------
                                                                2007          2006           2007           2006
                                                           ------------   ------------   ------------   ------------
<S>                                                        <C>            <C>            <C>            <C>
REVENUES
   Sales of real property                                  $    528,661   $    456,166   $    747,656   $  1,059,732
   Income on consumer receivables                             3,554,441      2,356,782      9,901,507      5,653,159
   Interest income on tax certificates held                       3,788        112,183         89,957        205,685
                                                           ------------   ------------   ------------   ------------

      Total revenues                                          4,086,890      2,925,131     10,739,120      6,918,576
                                                           ------------   ------------   ------------   ------------
OPERATING EXPENSES
   Cost of real property sold                                   401,317        398,315        640,754        718,991
   Impairment of property held for sale                         220,948             --        220,948             --
   Professional fees (including fees paid to related
     parties of $261,842 and $298,607 and $873,484 and
     $964,397 for the three and nine month periods ended
     September 30, 2007 and 2006, respectively)               1,365,676        885,374      3,598,106      2,514,296
   General and administrative expenses                          757,647        608,310      2,169,074      1,527,097
                                                           ------------   ------------   ------------   ------------

      Total operating expenses                                2,745,588      1,891,999      6,628,882      4,760,384
                                                           ------------   ------------   ------------   ------------

      Income from operations                                  1,341,302      1,033,132      4,110,238      2,158,192

OTHER EXPENSE
   Interest expense (including interest incurred to related
     parties of $58,956 and $63,155 and $175,059 and
     $172,272 for the three and nine month periods ended
     September 30, 2007 and 2006, respectively)                (546,914)      (340,347)    (1,437,699)      (971,932)
                                                           ------------   ------------   ------------   ------------

Income before provision for income taxes                        794,388        692,785      2,672,539      1,186,260

Provision for income taxes                                      409,779        259,081      1,112,390        482,537
                                                           ------------   ------------   ------------   ------------

Net income                                                      384,609        433,704      1,560,149        703,723

Preferred dividend                                             (345,000)      (345,000)    (1,035,000)      (506,005)
                                                           ------------   ------------   ------------   ------------

Net income attributable to common shareholders             $     39,609   $     88,704   $    525,149   $    197,718
                                                           ============   ============   ============   ============

Weighted average common shares - basic                       16,225,517     15,996,234     16,176,207     15,980,409
                                                           ============   ============   ============   ============

Net income per common share - basic                        $       0.00   $       0.01   $       0.03   $       0.01
                                                           ============   ============   ============   ============

Weighted average common shares - diluted                     18,001,859     17,044,125     17,869,236     17,285,341
                                                           ============   ============   ============   ============

Net income per common share - diluted                      $       0.00   $       0.01   $       0.03   $       0.01
                                                           ============   ============   ============   ============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       -4-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES
                     (FORMERLY KNOWN AS TELE-OPTICS, INC.)

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  For the Nine Months Ended September 30, 2007
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                          Preferred Stock          Common Stock
                                       ---------------------  ----------------------   Additional                     Total
                                        Number of              Number of                 Paid in     Accumulated  Stockholders'
                                         Shares    Par Value     Shares    Par Value     Capital       Deficit        Equity
                                       ----------  ---------  -----------  ---------  ------------  ------------  -------------
<S>                                    <C>         <C>        <C>          <C>        <C>           <C>           <C>
BALANCES, December 31, 2006             1,380,000  $   1,380   16,129,321  $  16,129  $ 23,502,381  $ (1,947,919) $  21,571,971

Dividends paid on preferred stock              --         --           --         --            --    (1,035,000)    (1,035,000)

Stock-based compensation                       --         --       75,000         75       109,925            --        110,000

Private placement offering of 675,000
  shares of common stock. Shares at a
  purchase price of $2.00 per share;
  delivered warrants to purchase an
  aggregate of 165,000 shares of the
  Company's common stock (net of
  issuance costs of $60,000)                   --         --      675,000        675     1,289,325            --      1,290,000

Net income                                     --         --           --         --            --     1,560,149      1,560,149
                                       ----------  ---------  -----------  ---------  ------------  ------------  -------------
BALANCES, September 30, 2007            1,380,000  $   1,380   16,879,321  $  16,879  $ 24,901,631  $ (1,422,770) $  23,497,120
                                       ==========  =========  ===========  =========  ============  ============  =============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       -5-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     For the Nine Months Ended
                                                                           September 30,
                                                                   -----------------------------
                                                                        2007            2006
                                                                   -------------   -------------
<S>                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                         $   1,560,149   $     703,723
Adjustments to reconcile net income to net cash used in
operating activities
   Depreciation and amortization                                         140,281          24,056
   Non-cash expenses relating to stock compensation                      110,000         182,347
   Deferred income tax benefit                                           (54,200)         11,900
   Property impairment charge                                            220,948
   (Increase) decrease in:
      Notes receivable                                                   (24,486)          5,020
      Note receivable from related party                                (205,000)             --
      Properties held for sale                                          (908,055)        479,350
      Deposits on properties                                             150,000          41,000
      Tax certificates held and accrued interest receivable              147,711          65,228
      Consumer receivables                                            (8,334,894)    (12,561,876)
      Security deposit                                                      (124)         61,000
      Other assets                                                       (64,618)        (77,736)
   Increase (decrease) in:
      Accounts payable and accrued expenses                              496,390         179,332
      Estimated court and media costs                                 (1,136,414)      2,441,034
      Income taxes payable                                              (108,069)         41,340
                                                                   -------------   -------------
Net cash used in operating activities                                 (8,010,381)     (8,404,282)
                                                                   -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition of property and equipment                                 (24,242)        (13,915)
                                                                   -------------   -------------
Net cash used in investing activities                                    (24,242)        (13,915)
                                                                   -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from borrowings                                            3,858,113       5,482,402
   Repayments of borrowings                                                   --      (3,350,000)
   Proceeds received from stock and warrants sales and offerings       1,290,000      13,800,120
   Proceeds from convertible subordinated notes - net                  2,125,500              --
   Commissions and related expenses paid on stock offering                    --      (1,404,000)
   Payment of dividends                                               (1,035,000)       (506,005)
                                                                   -------------   -------------
Net cash provided by financing activities                              6,238,613      14,022,517
                                                                   -------------   -------------

Net increase (decrease) in cash and cash equivalents                  (1,796,010)      5,604,320

Cash and cash equivalents, beginning of period                         2,444,356          90,624
                                                                   -------------   -------------

Cash and cash equivalents, end of period                           $     648,346   $   5,694,944
                                                                   =============   =============

Supplemental disclosure of cash flow information:
   Cash paid for interest                                          $   1,184,610   $     735,903
   Cash paid for income taxes                                      $     926,886   $     461,054
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       -6-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BUSINESS

The condensed consolidated financial statements of Velocity Asset Management,
Inc. ("VAMI") and its wholly-owned subsidiaries, Velocity Investments, LLC
("Velocity"), J. Holder, Inc. ("J. Holder"), VOM, LLC, ("VOM"), TLOP Acquisition
Company, LLC ("TLOP") and SH Sales, Inc. ("SH") (the "Subsidiaries", and
together with Velocity Asset Management, Inc., the "Company") included herein
have been prepared by the Company and are unaudited; however, such information
is in accordance with Securities and Exchange Commission regulations and
reflects all adjustments (consisting solely of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations, and cash flows for the interim
periods to which the report relates. The results of operations for the periods
ended September 30, 2007 and 2006 are not necessarily indicative of the
operating results that may be achieved for the full year.

Certain information and footnote disclosures, normally included in consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America, have been condensed or omitted. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the audited, consolidated financial statements and notes
thereto included in the Company's Form 10-KSB for the year ended December 31,
2006.

The Company has one continuing industry segment - the acquisition, management,
collection, and servicing of distressed assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Properties Held for Sale

Properties held for sale consist of real property purchased by the Company for
resale and 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 present the
property ready for resale. The Company recognizes income and related expenses
from the sale of real property at the date the sale closes.

Tax Certificates Held and Accrued Interest Receivable

The Company records its New Jersey municipal tax liens at cost plus accrued
interest. Interest income is recognized using the effective interest method
("interest method").

Consumer Receivables

The Company purchases consumer receivable portfolios at a substantial discount
from their face amount due to a deterioration of credit quality between the time
of origination and the Company's acquisition of the portfolios. Income is
recognized using either the interest method or cost recovery method. Upon
acquisition, the Company reviews each consumer receivable portfolio to determine
whether each such portfolio is to be accounted for individually or whether such
portfolio will be assembled into static pools of consumer receivable portfolios
based on common risk characteristics. Once the static portfolio pools are
created, management estimates the future anticipated cash flows for each pool.
If management can reasonably estimate the expected timing and amount of future
cash flows, the interest method is applied. However, if the expected future cash
flows cannot be reasonably estimated, the Company uses the cost recovery method.

Prior to January 1, 2005, the Company accounted for its investment in consumer
receivable portfolios using the interest method under the guidance of Practice
Bulletin 6, "Amortization of Discounts on Certain Acquired Loans ("PB-6")."
Effective January 1, 2005, the Company adopted and began to account for its
investment in consumer receivable portfolios using the interest method under the
guidance of American Institute of Certified Public Accountants ("AICPA")
Statement of Position ("SOP") 03-3, "Accounting for Loans or Certain Securities
Acquired in a Transfer." SOP 03-3 addresses accounting for differences between
contractual cash flows and cash flows expected to be collected from an
investor's initial investment in loans or debt if those differences are
attributable, at least in part to credit quality. Increases in expected cash
flows are recognized prospectively through adjustment of the internal rate of
return ("IRR") while decreases in expected cash flows are recognized as
impairment.

                                       -7-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Consumer Receivables (Continued)

Under both the guidance of SOP 03-3 and PB-6, as amended, when expected cash
flows are higher than prior projections, the increase in expected cash flows
results in an increase in the IRR and therefore, the effect of the cash flow
increase is recognized as increased revenue prospectively over the remaining
life of the affected pool. However, when expected cash flows are lower than
prior projections, SOP 03-3 requires that the expected decrease be recognized as
impairment by decreasing the carrying value of the affected pool (rather than
lowering the IRR) so that the pool will amortize over its expected life using
the original IRR. A pool can become fully amortized (zero carrying balance on
the balance sheet) while still generating cash collections. In this case, all
cash collections are recognized as revenue when received.

Under the cost recovery method, no revenue is recognized until the Company has
fully collected the cost of the portfolio, or until such time that the Company
considers the collections to be probable and estimable and begins to recognize
income based on the interest method as described above. At September 30, 2007
and December 31, 2006, the Company had no consumer receivable portfolios
accounted for under the cost recovery method.

The Company estimates and capitalizes certain fees paid to third parties related
to the direct acquisition of a portfolio of accounts. These fees are added to
the cost of the individual portfolio and amortized over the life of the
portfolio using the interest method. An offsetting liability is included as
"Estimated court and media costs" on the balance sheet. The balance of these
estimated costs at September 30, 2007 and December 31, 2006 was $7,309,904, and
$8,446,319, respectively.

The Company establishes valuation allowances for all acquired loans subject to
SOP 03-3 to reflect only those losses incurred after acquisition (that is, the
present value of cash flows initially expected at acquisition that are no longer
expected to be collected). Valuation allowances are established only subsequent
to acquisition of the receivables. At September 30, 2007 and December 31, 2006,
the Company had no valuation allowance on its consumer receivables.

Use of Estimates

The preparation of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

With respect to income recognition under the interest method, significant
estimates have been made by management with respect to the collectibility of
future cash flows of portfolios. The Company takes into consideration the
relative credit quality of the underlying receivables constituting the portfolio
acquired, the strategy implemented to maximize collections thereof as well as
other factors to estimate the anticipated cash flows. Actual results could
differ from these estimates making it reasonably possible that a change in these
estimates could occur within one year. On a quarterly basis, management reviews
the estimate of future cash collections, and whether it is reasonably possible
that its assessment of collectibility may change based on actual results and
other factors.

Reclassifications

Certain amounts in the prior-year financial statements have been reclassified
for comparative purposes to conform to the presentation in the current-period
financial statements.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No.157, "Fair Value Measurement." This
statement defines fair values, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. We do not expect the adoption of SFAS No.157 to
have a material effect on our financial condition and results of operations.
This statement is effective for fiscal years beginning after November 15, 2007.

                                       -8-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

Recent Accounting Pronouncements (Continued)

      In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115." This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements." Management has not
determined whether the Company will voluntarily choose to measure any of its
financial assets and financial liabilities at fair value. Management also has
not determined whether the adoption of this statement will affect its reported
results of operations or financial condition.

                                       -9-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 3 - INVESTMENTS

Properties Held for Sale

Properties held for sale consist of the following:

                                                   September 30,    December 31,
                                                        2007            2006
                                                   -------------   -------------
   Real property inventory                         $   6,071,307   $   6,109,008
   Assignments and judgments                             749,505          24,697
                                                   -------------   -------------

      Total properties held for sale               $   6,820,812   $   6,133,705
                                                   =============   =============

Tax Certificates Held and Accrued Interest Receivable

                                                   September 30,    December 31,
                                                       2007              2006
                                                   -------------   -------------
   Tax certificates held                           $     147,808   $     243,796
   Accrued interest                                      176,552         228,275
                                                   -------------   -------------

      Total tax certificates held and accrued
        interest                                   $     324,360   $     472,071
                                                   =============   =============

NOTE 4 - CONSUMER RECEIVABLES

Consumer receivable activity for the three and nine months ended September 30,
2007 and 2006 was as follows:

<TABLE>
<CAPTION>
                                                       Three Months       Three Months        Nine Months           Nine Months
                                                           Ended              Ended              Ended                 Ended
                                                    September 30, 2007  September 30, 2006  September 30, 2007   September 30, 2006
                                                    ------------------  ------------------  -------------------  -------------------
<S>                                                 <C>                 <C>                 <C>                  <C>
Balance at beginning of period                      $       42,879,889  $       23,740,758  $        38,327,926  $       17,758,661
                                                    ------------------  ------------------  -------------------  ------------------

Acquistions and capitalized costs, net of returns            5,041,101           7,018,057           11,491,501          14,858,873
Amortization of capitalized costs                              (14,799)                 --              (44,397)                 --
                                                    ------------------  ------------------  -------------------  ------------------
                                                             5,026,302           7,018,057           11,447,104          14,858,873
                                                    ------------------  ------------------  -------------------  ------------------

Cash collections                                            (4,842,210)         (2,795,060)         (13,058,115)         (7,950,156)
Income recognized on consumer receivables                    3,554,441           2,356,782            9,901,507           5,653,159
                                                    ------------------  ------------------  -------------------  ------------------
   Cash collections applied to principal                    (1,287,769)           (438,278)          (3,156,608)         (2,296,997)
                                                    ------------------  ------------------  -------------------  ------------------

Balance at end of period                            $       46,618,422  $       30,320,537  $        46,618,422  $       30,320,537
                                                    ==================  ==================  ===================  ==================
</TABLE>

                                      -10-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 4 - CONSUMER RECEIVABLES (Continued)

As of September 30, 2007 the Company had $46,618,422 in consumer receivables.
Based upon management's current estimation of projected future collections,
principal reductions for each of the periods ended September 30 will be as
follows:

                                            September 30,
                                            -------------
                          2008              $   8,689,584
                          2009                 10,988,193
                          2010                 11,084,377
                          2011                 11,576,736
                          2012                  3,974,378
                       Thereafter                 305,154
                                            -------------

          Total                             $  46,618,422
                                            -------------

The accretable yield represents the amount of income the Company can expect to
generate over the remaining life of its existing portfolios based on estimated
cash flows as of September 30, 2007 and 2006. Changes in the accretable yield
are as follows:

<TABLE>
<CAPTION>
                                                Nine Months          Nine Months
                                                   Ended                Ended
                                            September 30, 2007   September 30, 2006
                                            ------------------   ------------------
<S>                                         <C>                  <C>
Balance at beginning of period              $       29,643,803   $       15,618,641
Income recognized on consumer receivables           (9,901,507)          (5,653,159)
Additions                                           15,214,460           15,486,259
                                            ------------------   ------------------

Balance at end of period                    $       34,956,756   $       25,451,741
                                            ==================   ==================
</TABLE>

NOTE 5 - LINES OF CREDIT

On February 23, 2007, Velocity entered into a Third Amendment to the Loan and
Security Agreement (the "Loan Agreement") with Wells Fargo Foothill, Inc., a
California corporation (the "Lender"), dated January 27, 2005. Pursuant to the
Loan Agreement, as amended and restated, the Lender agreed to permanently
increase the credit facility up to $17,500,000. In addition, Velocity agreed to
maintain certain ratios with respect to outstanding advances on the credit
facility against the estimated remaining return value on Wells Fargo Foothill
financed portfolios, and to maintain at least $6,500,000 in member's equity plus
50% of Velocity's net income for each calendar quarter that ends on or after
September 30, 2007. The Company has also agreed to maintain at least $21,000,000
in stockholder's equity plus 50% of the net income of the Company for each
calendar quarter that ends on or after June 30, 2007. The maturity date of the
credit facility is January 27, 2009.

As of September 30, 2007 and December 31, 2006 the Company had $16,801,758 and
$13,791,388 outstanding on the credit facility, respectively.

                                      -11-
<PAGE>
                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 5 - LINES OF CREDIT (Continued)

On June 14, 2007, the Company entered into an agreement to secure a revolving
credit line in the maximum principal sum of $800,000 with Northern State Bank.
During the term of the credit line, interest shall accrue on the outstanding
principal balance of the credit line at a rate of the lenders' prime rate plus
one-half percent per annum. The Company can draw upon the credit line during the
twelve month period commencing on June 14, 2007. Any sums loaned under the note
may be repaid at any time, without premium or penalty, and reborrowed from time
to time, until July 1, 2008. Payments of interest only are due on the 1st day of
each and every month until July 1, 2008, on which date the entire balance or
principal, interest and fees then unpaid shall be due and payable. The credit
line is secured by various mortgages of real property held and owned by the
Company's subsidiary, J. Holder, Inc. The Company had $641,000 outstanding on
the credit line as of September 30, 2007.

As of September 30, 2007 and December 31, 2006, the Company had an aggregate of
$17,442,758 and $13,791,388 outstanding on its credit facilities, respectively.

NOTE 6 - CONVERTIBLE SUBORDINATED NOTES

On June 29, 2007, VAMI consummated an initial closing (final closing July 27,
2007) of its private placement offering of 10% Convertible Subordinated Notes
(the "Notes") due 2017 (the "Offering") to accredited investors ("Investors").
The Notes were offered and sold pursuant to exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
The Notes were sold by the Company through an NASD member firm which served as
placement agent. In connection with the Offering, the Company issued the Notes
and also entered into a Subscription Agreement with each of the Note holders.

Pursuant to the Offering, the Company has issued Notes in the aggregate
principal amount of $2,350,000. Interest on the Notes is payable monthly in
arrears commencing on September 30, 2007. The Notes are subordinated in
liquidation preference and in right of payment to all of the Company's existing
debt. The Notes are senior in right of payment and in liquidation preference to
any future long term debt of the Company. To the extent the Company were to
complete a subsequent financing with the placement agent on or before March 29,
2008 ("Subsequent Financing"), the Notes will automatically convert into the
underlying securities (either convertible debt or preferred stock) sold in the
Subsequent Financing (the "Underlying Securities"). To the extent the new issue
in the Subsequent Financing contains an interest rate less than 10% per annum;
the exchange ratio of the Notes will automatically adjust to maintain a 10.0%
yield. To the extent the Company does not complete a Subsequent Financing; the
Notes may be converted, at the option of the holder, into shares of the
Company's common stock at a price of $2.50 per share, subject to certain
adjustments. The Company will use the net proceeds from the Offering primarily
for the purchase of portfolios of consumer receivables and for general corporate
purposes, including working capital.

For its services in connection with the Offering, the placement agent received a
placement fee computed at the rate of 7% of the aggregate principal amount of
the Notes sold. In addition, the Company paid an accountable expense allowance
of 1% of the aggregate principal amount of the Notes sold. As a result, after
other Offering expenses of approximately $41,500 (legal and blue sky filing
fees), the Company received net proceeds of approximately $2,125,500. Costs of
$224,500 related to this offering have been capitalized and will be amortized
over the life of the notes.

NOTE 7 - NOTES PAYABLE

On April 25, 2007, the Company issued two promissory notes of $35,000 and
$200,000 to accredited investors in a private placement. Each of the notes bears
interest at a rate of 10% per annum plus 15% of the net profit related to the
sale of specified real property owned by the Company's subsidiary, J. Holder,
Inc. All amounts owed are due no later than April 25, 2008 and may be redeemed
at any time before the due date without penalty.

                                      -12-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 8 - COMMITMENTS

On May 2, 2007, the Company signed a lease with Donato at Wall 4, LLC (the
"Donato Lease") with respect to its new business office located at 1800 Route
34, Wall, New Jersey 07719. The Donato Lease covers 2,450 square feet of office
space and commenced on July 1, 2007 with an initial term of five years (the
"Term"). The Company has two options to extend the Term for a period of five
years each. The total annual lease payment is $43,488, payable in equal monthly
installments on or before the first of each month.

The future minimum lease payments for each of the twelve month periods ended
September 30 are as follows:

                                           September 30
                                           ------------
                          2008                   43,488
                          2009                   43,488
                          2010                   43,488
                          2011                   43,488
                          2012                   32,616
                                           ------------

                          Total            $    206,568
                                           ============

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company has a note receivable from an officer and related party. For the
assignment of membership interests in Ridgedale Avenue Commons, LLC, and Morris
Avenue Commons, LLC, previously owned by J. Holder, Inc., the Company is holding
a promissory note in the sum of $205,000, along with interest at the rate of 12%
which shall accrue only on and after December 31, 2007, by means of one lump sum
payment of principal and accrued interest on August 25, 2008.

The Company has notes payable with various related parties. Total interest
expense to related parties for the three and nine month periods ended September
30, 2007 and 2006 was $58,956 and $63,155 and $175,059 and $172,272,
respectively.

The Company engages Ragan & Ragan, PC an entity owned by Messrs. Ragan & Ragan,
to service its consumer receivable portfolios, interests in distressed real
property and tax lien certificates with respect to obligors and properties
located in the State of New Jersey. The fee arrangements between the Company's
subsidiaries Velocity, J. Holder and VOM and Ragan & Ragan, P.C., each dated as
of January 1, 2005, have been reviewed and approved by all the members of a
committee appointed by the Board of Directors other than Mr. Ragan, Sr. who
abstained.

Ragan and Ragan, P.C. routinely advances court costs associated with their
servicing of consumer receivable portfolios, which are subsequently reimbursed
by the Company. These costs are included in the estimated court and media costs
in the condensed consolidated balance sheets.

Legal fees paid to Ragan & Ragan, P.C., by the individual subsidiaries were as
follows:

<TABLE>
<CAPTION>
                             Three Months    Three Months    Nine Months     Nine Months
                                Ended           Ended           Ended           Ended
                            September 30,   September 30,   September 30,   September 30,
                                 2007            2006            2007            2006
                            -------------   -------------   -------------   -------------
<S>                         <C>             <C>             <C>             <C>
Velocity Investments, LLC   $     257,311   $     298,607   $     868,761   $     951,899
J. Holder, Inc.                     4,500              --           4,500          10,139
VOM, LLC                               31              --             223           2,359
                            -------------   -------------   -------------   -------------

                            $     261,842   $     298,607   $     873,484   $     964,397
                            =============   =============   =============   =============
</TABLE>

                                      -13-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 10- STOCK BASED COMPENSATION

Stock Based Consideration to Employees

The 2004 Equity Incentive Program of the Company (the "Employee Plan")
authorizes the issuance of up to 1,000,000 shares of common stock in connection
with the grant of options or issuance of restricted stock awards. No options
have been granted to date.

To the extent that the Company derives a tax benefit from options exercised by
employees, if any, such benefit will be credited to additional paid-in capital
when realized on our income tax return.

During the year ended December 31, 2006, the Company issued restricted stock
awards. Prior to the year ended December 31, 2006, the Company had not issued
any restricted stock awards. As part of these restricted stock awards, the
Company's Chief Financial Officer and Chief Legal Officer, James Mastriani, was
granted 200,000 shares to be vested incrementally. As of September 30, 2007, all
of such shares had vested. The following summarizes the transactions of shares
of common stock under the Employee Plan during the nine month period ended
September 30, 2007. There were no transactions during the three months ended
September 30, 2006.

                           Number of Shares                  Compensation
           Employee             Vesting       Market Value      Expense
      ------------------   ----------------   ------------   ------------
      James J. Mastriani        75,000            $1.55        $116,250

In accordance with SFAS 123(R), the Company recorded approximately $116,250 of
expense related to grants of common stock which vested during the nine month
period ended September 30, 2007. For the nine month period ended September 30,
2007, there were no tax benefits realized related to stock based compensation
issued to employees in 2006.

NOTE 11 - COMMON STOCK OFFERING

On September 26, 2007, VAMI consummated a closing of its private placement
offering (the "Offering") of shares of common stock (the "Shares") and warrants
to purchase shares of common stock (the "Warrants", together with the Shares,
the "Securities") to accredited investors ("Investors"). The Securities were
offered and sold pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended (the "Securities Act"). In connection
with the Offering, the Company issued the Securities and also entered into a
Securities Purchase Agreement and a Registration Rights Agreement with the
investors in the Offering (the "Investors"). The Registrant sold an aggregate of
675,000 Shares at a purchase price of $2.00 per Share and delivered Warrants to
purchase an aggregate of 165,000 Shares. Net proceeds from the financing were to
be used primarily for working capital purposes including, but not limited to,
the purchase of distressed consumer receivable portfolios.

The Warrants entitle the holders to purchase shares of the Company's common
stock reserved for issuance thereunder (the "Warrant Shares") for a period of
three years from the date which is six months after the date of issuance at an
exercise price of $2.50 per share. The Warrants contain certain anti-dilution
rights on terms specified in the Warrants. In addition, pursuant to the
Securities Purchase Agreement, the Investors will be entitled to additional
shares of common stock if, during the six month period after the Initial
Closing, the Company sells or issues additional shares of Common Stock, or
securities (debt and/or equity) convertible into common stock, with a purchase,
exercise or conversion price of less than $2.00.

Pursuant to the Registration Rights Agreement, the Company agreed to file with
the Securities and Exchange Commission a registration statement on appropriate
form providing for the resale by the investors of the Shares and the Warrant
Shares. The Company agreed to file the registration statement within 45 days of
Initial Closing. If such Registration Statement is not filed within the required
timeframe, or does not become effective within the required timeframe, or does
not remain effective for any thirty (30) consecutive days, the Company has
agreed to pay to the Investors an amount in cash equal to 1% of the aggregate
purchase price paid by the Investors for each 30 day period following the
deadline in which the Registration Statement is not declared effective;
provided, however, that the aggregate liquidated damages paid to the Investors
shall not exceed 8% of the aggregate purchase price paid by the Investors or
$138,000; provided further, however, that if the number of shares registered in
the Registration Statement is reduced, then the holders of the shares not
included in the Registration Statement shall not be entitled to liquidated
damages. At September 30, 2007, the Company views the likelihood of having to
make any payments under the registration rights arrangement as remote, and
therefore the carrying amount of the liability representing the Company's
registration rights obligations is $0. The registration statement for the
Offering was filed on November 9, 2007.

                                      -14-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 12 - EARNINGS PER SHARE

Basic earnings per share are computed using the weighted average number of
shares outstanding during each period. Diluted earnings per share are computed
using the weighted average number of shares outstanding during each period, plus
the incremental shares outstanding assuming the conversion of preferred shares
and convertible debt to common shares and the exercise of dilutive stock
options. Outstanding options and warrants to non-employees convertible into
1,342,160 shares of common stock at September 30, 2007 were not included in the
income per share calculation because their effect would have been anti-dilutive.
Convertible preferred stock, convertible into 5,520,000 shares of common stock
at September 30, 2007 were not included in the income per share because their
effects would have been anti-dilutive. Convertible notes, convertible into
929,670 and 313,187 shares of common stock for the three and nine months ended
September 30, 2007, respectively, were not included in the income per share
calculation because their effect would have been anti-dilutive.

Convertible preferred stock, convertible into 5,520,000 and 2,487,033 shares of
common stock for the three and nine months ended September 30, 2006,
respectively, were not included in the income per share calculation because
their effects would have been anti-dilutive. Convertible notes, convertible into
-0- and 277,951 shares of common stock for the three and nine months ended
September 30, 2006, respectively, were not included in the income per share
calculation because their effect would have been anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                     Three Months   Three Months     Nine Months     Nine Months
                                                        Ended           Ended           Ended           Ended
                                                    September 30,   September 30,   September 30,   September 30,
                                                         2007            2006            2007            2006
                                                    -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
Numerator:
   Net income                                       $     384,609   $     433,704   $   1,560,149   $     703,723
   Preferred dividend                                    (345,000)       (345,000)     (1,035,000)       (506,005)
                                                    -------------   -------------   -------------   -------------

   Net income attributable to common shareholders
     - Basic and Diluted                            $      39,609   $      88,704   $     525,149   $     197,718
                                                    =============   =============   =============   =============

Denominator:
   Weighted average shares - Basic                     16,225,517      15,996,234      16,176,207      15,980,409
   Effect of dilutive instruments:
      Stock options                                     1,776,342       1,047,891       1,693,029       1,304,932
                                                    -------------   -------------   -------------   -------------

   Weighted average shares - Diluted                   18,001,859      17,044,125      17,869,236      17,285,341
                                                    =============   =============   =============   =============

Net income per common share - Basic                 $        0.00   $        0.01   $        0.03   $        0.01
                                                    =============   =============   =============   =============

Net income per common share - Diluted               $        0.00   $        0.01   $        0.03   $        0.01
                                                    =============   =============   =============   =============
</TABLE>

NOTE 13 - SUBSEQUENT EVENT

On October 11, 2007, Velocity Asset Management, Inc. consummated its second and
final closing of its private placement offering (the "Offering") of shares of
common stock and warrants to purchase shares of common stock to accredited
investors. The Securities were offered and sold pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended. In
connection with the Offering, the Company issued the Securities and also entered
into a Securities Purchase Agreement and a Registration Rights Agreement with
the investors in the Offering (the "Investors"). Together with the first
closing, the Registrant sold an aggregate of 862,500 shares at a purchase price
of $2.00 per share and delivered Warrants to purchase an aggregate of 172,500
shares of the Company's common stock.

                                      -15-
<PAGE>

                VELOCITY ASSET MANAGEMENT, INC. AND SUBSIDIARIES

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2007
                                   (UNAUDITED)

NOTE 13 - SUBSEQUENT EVENT (Continued)

The Company received aggregate net proceeds of $1,596,500 from the placement,
after payment of offering expenses of approximately $25,000 and commissions of
approximately $82,500. The Company retained a registered FINRA broker dealer to
act as placement agent. In addition, the placement agent is entitled to receive
2 year warrants to acquire 41,250 shares of the Company's common stock. The
registration statement for the Offering was filed on November 9, 2007.

The terms of the Securities are identical to the terms of the Securities
described in NOTE 11 - COMMON STOCK OFFERING.

                                      -16-
<PAGE>

Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our financial
statements and notes thereto and the other financial information included
elsewhere in this report.

NOTE ON FORWARD LOOKING STATEMENTS

      This quarterly report on Form 10-QSB includes and incorporates by
reference "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934 with respect to our financial condition, results of operations,
plans, objectives, future performance and business, which are usually identified
by the use of words such as "will," "may," "anticipates," "believes,"
"estimates," "expects," "projects," "plans," "predicts," "continues," "intends,"
"should," "would," or similar expressions. We intend for these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and are including this statement for purposes of complying with these safe
harbor provisions.

      These forward-looking statements reflect our current views and
expectations about our plans, strategies and prospects, which are based on the
information currently available and on current assumptions.

      We cannot give any guarantee that these plans, intentions or expectations
will be achieved. Investors are cautioned that all forward-looking statements
involve risks and uncertainties, and actual results may differ materially from
those discussed in the forward-looking statements as a result of various
factors, including those Risk Factors set forth in our Form 10-KSB for the year
ended December 31, 2006. Listed below and discussed elsewhere in this quarterly
report are some important risks, uncertainties and contingencies that could
cause our actual results, performances or achievements to be materially
different from the forward-looking statements included or incorporated by
reference in this quarterly report. These risks, uncertainties and contingencies
include, but are not limited to, the following:

     o    the availability for purchase of consumer receivable portfolios,
          interests in distressed real property and tax lien certificates that
          satisfy our criteria;

     o    competition in the industry;

     o    the availability of debt and equity financing;

     o    future acquisitions;

     o    the availability of qualified personnel;

     o    international, national, regional and local economic and political
          changes;

     o    general economic and market conditions;

     o    changes in applicable laws;

     o    trends affecting our industry, our financial condition or results of
          operations;

     o    the timing and amount of collections on our consumer receivable
          portfolios;

     o    the timing of sales of interests in distressed real property and
          redemption of tax lien certificates; and

     o    increases in operating expenses associated with the growth of our
          operations.

      You should read this quarterly report and the documents that we
incorporate by reference in this quarterly report completely and with the
understanding that our actual future results may be materially different from
what we expect. We may not update these forward-looking statements, even though
our situation may change in the future. We qualify all of our forward-looking
statements by these cautionary statements.

                                      -17-
<PAGE>

Overview

      Velocity Asset Management, Inc., previously known as Tele-Optics, Inc.,
was organized in the State of Delaware in December 1986. We were inactive until
February 3, 2004, when we acquired STB, Inc., a New Jersey corporation. Since
that acquisition, we have engaged in the business of acquiring, managing and
servicing distressed assets, consisting of consumer receivable portfolios,
interests in distressed real property and tax lien certificates. The business is
carried on by our three wholly-owned subsidiaries: Velocity Investments, LLC,
which invests in non-performing consumer debt purchased in the secondary market
at a discount from face value and then seeks to liquidate these debt portfolios
through legal collection means; J. Holder, Inc., which invests in distressed
real property interests, namely 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; and
VOM, LLC, which invests in New Jersey municipal tax liens with the focus on
realization of value through legal collection and owned real estate
opportunities presented by the current tax environment.

      Our consumer receivable portfolios are purchased at a discount from the
amount actually owed by the obligor. Our interests in distressed real property
are purchased following an extensive due diligence process concerning the legal
status of each property and a market analysis of the value of the property or
underlying property. Our tax lien certificates are purchased at a discount from
par following a due diligence analysis similar to that performed in connection
with the purchase of interests in distressed real property. Our profitability as
a company depends upon our ability to purchase and collect on a sufficient
volume of our consumer receivables, the sale of our interests in distressed real
property and the collection of taxes and accrued interest on our tax lien
certificates to generate revenue that exceeds our cost. Most of our revenue is
derived from the consumer receivables business and it is our primary operating
focus. After careful consideration of trends in revenues and future
opportunities for growth, management has made the determination that the
consumer receivables business will be the sole operating focus of the Company in
fiscal 2008. As a result, the Company is currently considering all strategic
alternatives for J. Holder, Inc. and VOM, including, but not limited to, the
sale of some or all of each entity's assets, partnering or other collaboration
agreements, or a merger, spin-off or other strategic transaction.

Critical Accounting Policies

      Our discussion and analysis of financial condition and results of
operations is based upon our consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities, the fair value of consumer receivables, the fair value of
properties held for sale and the reported amounts of revenues and expenses. On
an on-going basis, we evaluate our estimates, including those related to the
recognition of revenue, future estimated cash flows and income taxes. We base
our estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities

                                      -18-
<PAGE>

that are not readily apparent from other sources. Actual results could differ
from those estimates. We believe the following critical accounting policies
affect the significant judgment and estimates used in the preparation of our
consolidated financial statements.

Purchased Consumer Receivable Portfolios and Revenue Recognition

      We purchase portfolios of consumer receivable accounts at a substantial
discount from their face amounts, usually discounted at 75% to 98% from face
value and are recorded by us at our acquisition cost, including the estimated
cost of court filing fees and account media. The portfolios of consumer
receivables contain accounts that have experienced deterioration of credit
quality between origination and our acquisition of the consumer receivable
portfolios. The discounted amount paid for a portfolio of consumer receivable
accounts reflects our determination that it is probable we will be unable to
collect all amounts due according to the contractual terms of the accounts. At
acquisition, we review the consumer receivable accounts in the portfolio to
determine whether there is evidence of deterioration of credit quality since
origination and if it is probable that we will be unable to collect all amounts
due according to the contractual terms of the accounts. If both conditions
exist, we determine whether each such portfolio is to be accounted for
individually or whether such portfolios will be assembled into static pools
based on common risk characteristics. We consider expected prepayments and
estimate the amount and timing of undiscounted expected principal, interest and
other cash flows for each acquired portfolio of consumer receivable accounts and
subsequently aggregated pools of consumer receivable portfolios. We determine
the excess of the pool's scheduled contractual principal and contractual
interest payments over all cash flows expected at acquisition as an amount that
should not be accreted based on our proprietary acquisition models. The
remaining amount, representing the excess of the loan's cash flows expected to
be collected over the amount paid, is accreted into income recognized on
consumer receivables over the remaining life of the loan or pool using the
interest method.

      We acquire these consumer receivable portfolios at a significant discount
to the amount actually owed by the borrowers. We acquire these portfolios after
a qualitative and quantitative analysis of the underlying receivables and
calculate the purchase price so that our estimated cash flow provides us with a
sufficient return on our acquisition costs and servicing expenses. After
purchasing a portfolio, we actively monitor its performance and review and
adjust our collection and servicing strategies accordingly.

      Prior to January 1, 2005, we accounted for our investment in consumer
receivables using the interest method under the guidance of Practice Bulletin 6,
"Amortization of Discounts on Certain Acquired Loans." In accordance with
Practice Bulletin 6, revenue was recognized based on our anticipated cash
collections and the estimated rate of return over the useful life of the pool.
Effective January 1, 2005, we adopted and began to account for our investment in
consumer receivables using the interest method under the guidance of American
Institute of Certified Public Accountants Statement of Position 03-3,
"Accounting for Loans or Certain Securities Acquired in a Transfer." For
portfolios of consumer receivables acquired in fiscal years beginning prior to
December 15, 2004, Practice Bulletin 6 is still effective; however, Practice
Bulletin 6 was amended by Statement of Position 03-3. For portfolios of consumer
receivables acquired in fiscal years beginning after December 15, 2004,
Statement of Position 03-3 is effective. In accordance with Statement of
Position 03-03 (and the amended Practice Bulletin 6), revenue is recognized
based on our anticipated gross cash collections and the estimated rate of return
over the useful life of the pool.

                                      -19-
<PAGE>

      We believe that the amounts and timing of cash collections for our
purchased receivables can be reasonably estimated and, therefore, we utilize the
interest method of accounting for our purchased consumer receivables prescribed
by Statement of Position 03-3. Such belief is predicated on our historical
results and our knowledge of the industry. Each static pool of receivables is
statistically modeled to determine its projected cash flows based on historical
cash collections for pools with similar risk characteristics. Statement of
Position 03-3 requires that the accrual basis of accounting be used at the time
the amount and timing of cash flows from an acquired portfolio can be reasonably
estimated and collection is probable.

      Where the future cash collections of a portfolio cannot be reasonably
estimated, we use the cost recovery method as prescribed under Statement of
Position 03-3. Under the cost recovery method, no revenue is recognized until we
have fully collected the initial acquisition cost of the portfolio. We have no
consumer receivable portfolios that are accounted for under the cost recovery
method.

      Under Statement of Position 03-3, to the extent that there are differences
in actual performance versus expected performance, increases in expected cash
flows are recognized prospectively through adjustment of internal rate of return
while decreases in expected cash flows are recognized as impairment. Under both
the guidance of Statement of Position 03-3 and the amended Practice Bulletin 6,
when expected cash flows are higher than prior projections, the increase in
expected cash flows results in an increase in the internal rate of return and
therefore, the effect of the cash flow increase is recognized as increased
revenue prospectively over the remaining life of the affected pool. However,
when expected cash flows are lower than prior projections, Statement of Position
03-3 requires that the expected decrease be recognized as an impairment by
decreasing the carrying value of the affected pool (rather than lowering the
internal rate of return) so that the pool will amortize over its expected life
using the original internal rate of return.

      Generally, these portfolios are expected to amortize over a five year
period based on our estimated future cash flows. Historically, a majority of the
cash we ultimately collect on a portfolio is received during the first 36 months
after acquiring the portfolio, although additional amounts are collected over
the remaining period. The estimated future cash flows of the portfolios are
re-evaluated quarterly.

      The internal rate of return is estimated and periodically recalculated
based on the timing and amount of anticipated cash flows using our proprietary
collection models. A pool can become fully amortized (zero carrying balance on
the balance sheet) while still generating cash collections. In this case, all
cash collections are recognized as revenue when received. Additionally, we use
the cost recovery method when collections on a particular pool of accounts
cannot be reasonably predicted. Under the cost recovery method, no revenue is
recognized until we have fully collected the cost of the portfolio, or until
such time that we consider the collections to be probable and estimable and
begin to recognize income based on the interest method as described above. We
have no consumer receivable portfolios that are accounted for under the cost
recovery method.

      We establish valuation allowances for all acquired consumer receivable
portfolios subject to Statement of Position 03-3 to reflect only those losses
incurred after acquisition (that is, the present value of cash flows initially
expected at acquisition that are no longer expected to be collected). Valuation
allowances are established only subsequent to acquisition of the loans. At

                                      -20-
<PAGE>

December 31, 2006 and September 30, 2007, we had no valuation allowance on our
consumer receivables. Prior to January 1, 2005, if estimated future cash
collections would be inadequate to amortize the carrying balance, an impairment
charge would be taken with a corresponding write-off of the receivable balance.

      Application of Statement of Position 03-3 requires the use of estimates to
calculate a projected internal rate of return for each pool. These estimates are
based on historical cash collections. If future cash collections are materially
different in amount or timing than projected cash collections, earnings could be
affected either positively or negatively. Higher collection amounts or cash
collections that occur sooner than projected cash collections will have a
favorable impact on yield and revenues. Lower collection amounts or cash
collections that occur later than projected cash collections will have an
unfavorable impact on internal rate of return and revenues.

The following table shows the changes in consumer receivables, including amounts
paid to acquire new portfolios of consumer receivables, for the three and nine
months ended September 30, 2007 and 2006:

<TABLE>
<CAPTION>
                                                          Three Months    Three Months    Nine Months     Nine Months
                                                              Ended           Ended           Ended           Ended
                                                          September 30,   September 30,   September 30,   September 30,
                                                              2007            2006            2007            2006
                                                          -------------   -------------   -------------   -------------
<S>                                                       <C>             <C>             <C>             <C>
Balance at beginning of period                            $  42,879,889   $  23,740,758   $  38,327,926   $  17,758,661
                                                          -------------   -------------   -------------   -------------

Acquisitions and capitalized costs, net of returns            5,041,101       7,018,057      11,491,501      14,858,873

Amortization of capitalized costs                               (14,799)             --         (44,397)             --
                                                          -------------   -------------   -------------   -------------

                                                              5,026,302       7,018,057      11,447,104      14,858,873
                                                          -------------   -------------   -------------   -------------

Cash collections                                             (4,842,210)     (2,795,060)    (13,058,115)     (7,950,156)

Income recognized on consumer receivables                     3,554,441       2,356,782       9,901,507       5,653,159
                                                          -------------   -------------   -------------   -------------

   Cash collections applied to principal                     (1,287,769)       (438,278)     (3,156,608)     (2,296,997)
                                                          -------------   -------------   -------------   -------------

Balance at end of period                                  $  46,618,422   $  30,320,537   $  46,618,422   $  30,320,537
                                                          =============   =============   =============   =============
</TABLE>

Stock Based Compensation

      We have adopted the fair value recognition provisions of SFAS No. 123
(revised 2004), "Share-Based Payment" (SFAS No. 123R), which supersedes
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees." The revised statement addresses the accounting for share-based
payment transactions with employees and other third

                                      -21-
<PAGE>

parties, eliminates the ability to account for share-based transactions using
APB No. 25 and requires that the compensation costs relating to such
transactions be recognized in the consolidated financial statements. SFAS No.
123R requires additional disclosures relating to the income tax and cash flow
effects resulting from share-based payments. We have adopted the modified
prospective application method of SFAS No.123(R), effective January 1, 2006, and
the adoption of SFAS No. 123(R) has had an immaterial impact on our consolidated
results of operations and earnings per share. Additionally, regarding the
treatment of non-employee stock based compensation, we have followed the
guidance of EITF 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services".

New Accounting Pronouncements

      In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115." This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements." Management has not
determined whether the Company will voluntarily choose to measure any of its
financial assets and financial liabilities at fair value. Management also has
not determined whether the adoption of this statement will affect its reported
results of operations or financial condition.

      In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS 157), which provides guidance on how to measure assets and liabilities
that use fair value. SFAS 157 will apply whenever another US GAAP standard
requires (or permits) assets or liabilities to be measured at fair value but
does not expand the use of fair value to any new circumstances. This standard
also will require additional disclosures in both annual and quarterly reports.
SFAS 157 will be effective for financial statements issued for fiscal years
beginning after November 15, 2007, and will be adopted by us beginning in the
first quarter of 2008. The Company is currently evaluating the potential impact
this standard may have on its financial position and results of operations.

Results of Operations

      Total revenues for the three month period ended September 30, 2007 (the
"2007 Third Quarter") were $4,086,890 as compared to $2,925,131 during the three
month period ended September 30, 2006 (the "2006 Third Quarter"), representing a
39.72% increase. Revenues in the nine month period ended September 30, 2007 (the
"2007 Period") were $10,739,120 as compared to $6,918,576 in the same period in
the prior year (the"2006 Period"), representing a 55.22% increase. The increase
in revenues was primarily attributable to a significant increase in collections
on consumer receivables at our Velocity Investments subsidiary and an increase
in revenues from the sale of real property at our J. Holder subsidiary. Revenues
from the sale of real property, the collection of consumer receivables and the
collection of taxes and interest derived from tax lien certificates owned by the
Company represented approximately 12.94%, 86.97% and 0.09%, respectively, during
the 2007 Third Quarter as compared to 15.59%, 80.57% and 3.84% during the 2006
Third Quarter, and approximately 6.96%, 92.20% and 0.84% during the 2007 Period
as compared to 15.32%, 81.71% and 2.97% during the 2006 Period. Although
management believes that the mix of revenues on a comparative basis will vary
from reporting period to reporting period partly as a result of factors beyond
its control, such as maturity dates, court decisions and other similar events
that affect the timing of revenue recognition, it also believes that the
increase in consumer receivables revenues in the 2007 Third Quarter is
reflective of the continued growth in its consumer receivables business.

                                      -22-
<PAGE>

      Total Operating Expenses

      Total operating expenses for the 2007 Third Quarter were $2,745,588 as
compared to $1,891,999 during the 2006 Third Quarter, representing a 45.12%
increase. Total operating expenses for the 2007 Period were $6,628,882 as
compared to $4,760,384 for the 2006 Period, representing a 39.25% increase. The
increase in total operating expenses was primarily attributable to increased
professional fees incurred as a result of an increase in collections and a
corresponding increase in legal commission expense as a result of the expansion
of operations at our Velocity Investments' subsidiary. The Company has also
recorded a $220,948 impairment of a property held for sale in connection with an
estate property owned by its J. Holder subsidiary in Melbourne, Florida. As
discussed above, management is currently examining all strategic alternatives
for the distressed real estate and tax lien certificate businesses. General and
administrative expenses also increased in the 2007 Third Quarter as a result of
our increasing due diligence expenses and electronic search fees for Velocity
Investments and an increase in payroll expense.

Other Expense

      Interest expense in the 2007 Third Quarter was $546,914 as compared to
$340,347 in the 2006 Third Quarter, representing a 60.69% increase. Interest
expense in the 2007 Period was $1,437,699 as compared to $971,932 in the 2006
Period, representing a 47.92% increase. The increase in interest expense was
primarily attributable to an expansion of Velocity Investments' line of credit
with Wells Fargo Foothill, Inc.

Net Income

      Net income for the 2007 Third Quarter was $384,609 as compared to net
income for the 2006 Third Quarter of $433,704, an 11.32% decrease. The decrease
in net income is primarily attributable to a $221,000 impairment of a property
held for sale in connection with an estate property owned by our J. Holder
subsidiary in Melbourne, Florida. Net income for the 2007 Period was $1,560,149
as compared to net income for the 2006 Third Quarter of $703,723, a 121.70%
increase.


Liquidity and Capital Resources

      At September 30, 2007, the Company had approximately $650,000 in cash and
cash equivalents and trade accounts payable of approximately $1,400,000.
Management believes that the revenues expected to be generated from operations,
the Company's line of credit and the proceeds of the subordinated debt financing
discussed below, will be sufficient to finance operations for the rest of the
fiscal year. However, in order to expand operations by, among other things,
purchasing additional portfolios of distressed consumer receivables, we have
been seeking to raise additional capital by way of the sale of equity securities
or debt instruments. If, for any reason, our available cash otherwise proves to
be insufficient to fund operations (because of future changes in the industry,
general economic conditions, unanticipated increases in expenses, or other
factors, including acquisitions), we will be required to seek additional
funding.

      Net cash used in operating activities was approximately $8,010,000 during
the 2007 Period, compared to net cash used in operating activities of
approximately $8,404,000 in the 2006 Period. The decrease in net cash used in
operating activities was primarily due to a decrease in the purchase of
portfolios of consumer receivables, partially offset by an increase in the
purchases of properties held for sale during the 2006 Period. Net cash provided
by financing activities was approximately $6,239,000 during the 2007 Period,
compared to net cash provided by financing activities of approximately
$14,022,000 in the 2006 Period. The decrease in net cash provided by financing
activities was primarily due to the $13,800,000 preferred stock offering in May
2006.

                                      -23-
<PAGE>

      On January 27, 2005, Velocity Investments, LLC entered into a Loan and
Security Agreement with Wells Fargo Foothill, Inc., a California corporation, in
which Wells Fargo Foothill agreed to provide Velocity Investments, LLC with a
three year $12,500,000 senior credit facility to finance the acquisition of
individual pools of unsecured consumer receivables that are approved by Wells
Fargo Foothill under specific eligibility criteria set forth in the Loan and
Security Agreement.

      Simultaneous with the Loan and Security Agreement, the following
agreements were also entered into with Wells Fargo Foothill: a Continuing
Guaranty, in which we unconditionally and irrevocably guaranteed Velocity's
obligations under the Loan and Security Agreement; a Security and Pledge
Agreement, in which we pledged all of our assets to secure the credit facility,
including, but not limited to, all of our stock ownership of J. Holder and all
our membership interests in Velocity Investments, LLC and VOM; and a
Subordination Agreement, in which all sums owing to us by Velocity Investments,
LLC as an intercompany payable for advances or loans made or property
transferred to Velocity Investments, LLC will be subordinated to the credit
facility to the extent that such sums, when added to Velocity Investments, LLC
membership interest in the parent does not exceed $3,250,000. In addition, three
of our executive officers, John C. Kleinert, W. Peter Ragan, Sr. and W. Peter
Ragan, Jr., provided joint and several limited guarantees of Velocity
Investment's obligations under the Loan and Security Agreement.

      On February 27, 2006, Velocity Investments, LLC entered into a First
Amendment to the Loan and Security Agreement pursuant to which Wells Fargo
Foothill extended the credit facility until January 27, 2009 and agreed to
increase the advance rate under the facility to 75% (up from 60%) of the
purchase price of individual pools of unsecured consumer receivables that are
approved by the lender. Under the First Amendment to the Loan and Security
Agreement, Wells Fargo Foothill also agreed to reduce the interest rate on the
loan from 3.50% above the prime rate of Wells Fargo Bank, N.A. to 1.50% above
such prime rate. In addition, the amortization schedule for each portfolio has
been extended from twenty-four to thirty months. Wells Fargo Foothill also
agreed to reduce the personal limited guarantees from $1,000,000 to $250,000.

      Use of the senior credit facility is subject to Velocity Investments, LLC
complying with certain restrictive covenants under the Loan and Security
Agreement, including but not limited to: a restriction on incurring additional
indebtedness or liens; a change of control of Velocity Investments, LLC; a
restriction on entering into transactions with affiliates outside the course of
Velocity Investment's ordinary business; and a restriction on making payments to
us in compliance with the Subordination Agreement. In addition, Velocity
Investments, LLC has agreed to maintain certain ratios with respect to
outstanding advances on the credit facility against the estimated remaining
return value on Wells Fargo Foothill financed portfolios.

      On February 23, 2007, Velocity entered into a Third Amendment to the Loan
Agreement dated January 27, 2005. Pursuant to the Amended and Restated Loan
Agreement, the Lender agreed to permanently increase the credit facility up to
$17,500,000. In addition, Velocity has agreed to maintain certain ratios with
respect to outstanding advances on the credit facility against the estimated
remaining return value on Wells Fargo Foothill financed portfolios, and has
agreed to maintain at least $6,500,000 in member's equity plus 50% of Velocity's
net income for each calendar quarter that ends on or after March 31, 2007. The
Company has also agreed to maintain at least $21,000,000 in stockholder's equity
plus 50% of the net income of the Company for each calendar quarter that ends on
or after March 31, 2007.

      On October 27, 2005, we and our wholly owned subsidiary, J. Holder, Inc.,
entered into a Securities Purchase Agreement with an institutional investor
relating to a sale of a 10% Secured Convertible Debenture, due April 27, 2007,
in the principal amount of $1.8 million, and an associated common stock purchase
warrant to purchase 200,000 shares of our common stock at an exercise price of
$3.10 per share. Proceeds from the financing ($1,780,000) were used primarily
for working capital purposes including, but not limited to, the purchase of
distressed real property interests and distressed consumer receivable
portfolios. On May 19, 2006, we entered into an amendment to the Securities
Purchase Agreement pursuant to which we extended the initial maturity date of
the Convertible Debenture and issued an additional warrant to purchase 50,000
shares of our common stock at a purchase price of $3.10. On May 19, 2006, we
used $1,823,000 from proceeds of the preferred offering of our Series A stock
(as described in the next paragraph) to repay in full interest and principal
under the Convertible Debenture.

                                      -24-
<PAGE>

      On May 18, 2006, we consummated our public offering of 1,200,000 shares of
our Series A Convertible Preferred Stock. The offering was underwritten by
Anderson & Strudwick, Incorporated. The underwriters were granted an option to
purchase up to an additional 180,000 shares of Series A Convertible Preferred
Stock to cover over-allotments which they exercised on May 31, 2006. The public
price per share for the offering was $10.00. Net proceeds of the offering
amounted to approximately $12.4 million. As of September 30, 2007, approximately
$6.5 million of the proceeds of the offering have been used for the purchase and
servicing of distressed consumer receivable portfolios, $1.823 million has been
used to repay the convertible debenture, $1.0 million has been used to redeem a
mortgage on an investment property in Florida, $2.5 million has been used for
general corporate expenses and approximately $810,000 has been used to redeem
certain short term notes.

      On June 29, 2007, Velocity Asset Management, Inc. (the "Company")
consummated an initial closing (final closing July 27, 2007) of its private
placement offering of 10.0% Convertible Subordinated Notes (the "Notes") due
2017 (the "Offering") to accredited investors ("Investors"). The Notes are being
offered and sold pursuant to exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"). The Notes are
being sold by the Company through an NASD member firm which is serving as
placement agent. In connection with the Offering, the Company issued the Notes
and also entered into a Subscription Agreement with each of the Note holders.

      On June 29, 2007 and July 27, 2007, the Company issued Notes in the
aggregate principal amount of $2,350,000. Interest on the Notes is payable
monthly in arrears commencing on September 30, 2007. The Notes are subordinated
in liquidation preference and in right of payment to all of the Company's
existing debt. The Notes will be senior in right of payment and in liquidation
preference to any future long term debt of the Company. To the extent the
Company were to complete a subsequent financing with the placement agent on or
before March 29, 2008 ("Subsequent Financing"), the Notes will automatically
convert into the underlying securities (either convertible debt or preferred
stock) sold in the Subsequent Financing (the "Underlying Securities"). To the
extent the new issue in the Subsequent Financing contains an interest rate less
than 10.0% per annum; the exchange ratio of the Notes will automatically adjust
to maintain a 10.0% yield. To the extent the Company does not complete a
Subsequent Financing; the Notes may be converted, at the option of the holder,
into shares of the Company's Common Stock at a price of $2.50 per share, subject
to certain adjustments within. The Company intends to use the net proceeds from
the Offering primarily for the purchase of portfolios of consumer receivables
and for general corporate purposes, including working capital.

      For its services in connection with the Offering, the placement agent
received a placement fee computed at the rate of seven percent (7.0%) of the
aggregate principal amount of the Notes sold. In addition, the Company paid an
accountable expense allowance of one percent (1%) of the aggregate principal
amount of the Notes sold. As a result, after other Offering expenses of
approximately $33,500 ($41,500 as of July 27, 2007) (legal and blue sky filing
fees), the Company received net proceeds of approximately $2,035,000 ($2,127,000
as of July 27, 2007). Costs of $224,500 related to this offering have been
capitalized and will be amortized over the life of the notes.

      The Notes provide that, to the extent the Company completes a Subsequent
Financing, the Company will register the underlying securities in connection
with the Subsequent Financing. To the extent the Company does not complete

                                      -25-
<PAGE>

a Subsequent Financing, the Company will register the Common Stock underlying
the Notes for resale by the Noteholders.

      On June 14, 2007 the Company's J. Holder subsidiary entered into an
agreement to secure a revolving credit line in the maximum principal sum of
$800,000 dollars with Northern State Bank. During the term of the note, interest
shall accrue on the outstanding principal balance of the note at a rate of the
lenders prime rate plus one-half percent per annum. The Company can draw upon
the note, during the twelve month period commencing on June 14, 2007. Any sums
loaned under the note may be paid at any time, without premium or penalty, and
reborrowed from time to time, until July 1, 2008. Payments of interest only are
due on the 1st day of each and every month until the payment due July 1, 2008,
on which date the entire balance or principal, interest and fees then unpaid
shall become due and payable. The note is secured by various mortgages of real
property held and owned by the Company's subsidiary, J. Holder, Inc. The Company
had $641,000 outstanding on the credit line as of September 30, 2006.

      On September 26, 2007, the Company consummated an initial closing of its
private placement offering (the "Offering") of shares of common stock (the
"Shares") and warrants to purchase shares of common stock (the "Warrants",
together with the Shares, the "Securities") to accredited investors
("Investors"). The Securities were offered and sold pursuant to an exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"). In connection with the Offering, the Company issued the
Securities and also entered into a Securities Purchase Agreement and a
Registration Rights Agreement with the Investors. On October 11, 2007, the
Company consummated its second and final closing of the Offering. Together with
the first closing, the Registrant sold an aggregate of 862,500 Shares at a
purchase price of $2.00 per Share and delivered Warrants to purchase an
aggregate of 172,500 shares of the Company's common stock. Net proceeds from the
financing are to be used primarily for working capital purposes including, but
not limited to, the purchase of distressed consumer receivable portfolios.

      The Warrants entitle the holders to purchase shares of the Company's
common stock reserved for issuance thereunder for a period of three years from
the date which is six months after the date of issuance at an exercise price of
$2.50 per share. The Warrants contain certain anti-dilution rights on terms
specified in the Warrants. In addition, pursuant to the Securities Purchase
Agreement, the Investors will be entitled to additional shares of common stock
if, during the six month period after the Closing, the Company sells or issues
additional shares of Common Stock, or securities (debt and/or equity)
convertible into common stock, with a purchase, exercise or conversion price of
less than $2.00. The registration statement for the Offering was filed on
November 9, 2007.

      Pursuant to the Registration Rights Agreement, the Company agreed to file
with the Securities and Exchange Commission a registration statement on
appropriate form providing for the resale by the investors of the Shares and the
Warrant Shares. The Company agreed to file the registration statement within 45
days of the Initial Closing. If such Registration Statement is not filed within
the required timeframe, or does not become effective within the required
timeframe, or does not remain effective for any thirty (30) consecutive days,
the Company has agreed to pay to the investors in the Offering liquidated
damages for each thirty (30) day period in which the Registrant fails to comply
with such requirements, all as more specifically provided in the Securities
Purchase Agreement.

                                      -26-
<PAGE>

      The Securities were not registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and were offered
and sold only in the United States to "accredited investors" (as defined in Rule
501(a) of the Securities Act) pursuant to an exemption from registration under
Section 4(2) of the Securities Act. Neither the Securities and Exchange
Commission (the "SEC") nor any state securities commission or regulatory body
has approved or disapproved the securities. Any representation to the contrary
is a criminal offense.

      The Company received aggregate net proceeds of $1,596,500 from the
placement, after payment of offering expenses of approximately $25,000 and
commissions of approximately $82,500. The Company retained a registered FINRA
broker dealer to act as placement agent. In addition, the placement agent is
entitled to receive 2 year warrants to acquire 41,250 shares of the Company's
common stock.

      The Company anticipates that it will be undertaking additional financing
from time to time to increase its working capital and to increase its ability to
purchase additional pools of consumer receivables. Such financings may be
private placement or public offerings, and may include common stock, debt
securities or other equity based securities.

Supplementary Information on Consumer Receivables Portfolios:

                              Portfolio Purchases/Collections

                                (dollar amounts in thousands)

                                                                    Gross
Reporting       Outstanding      Portfolios                    Cash Collections
Period        Principal Amount   Purchased    Purchase Price      Per Period
-----------   ----------------   ----------   --------------   ----------------
3 Mo. Ended   $         64,566       10          $  4,431          $  2,790
9/30/2006
9 Mo. Ended   $        108,393       19          $ 10,447          $  7,896
9/30/2006
3 Mo. Ended   $         47,269        5          $  4,269          $  4,842
9/30/2007
9 Mo Ended    $        127,066       18          $  9,061          $ 13,058
9/30/2007

      The prices we pay for our consumer receivable portfolios are dependent on
many criteria, including the age of the portfolio, the type of receivable, our
analysis of the percentage of obligors who owe debt that is collectible through
legal collection means and the geographical distribution of the portfolio. When
we pay higher prices for portfolios that may have a higher percentage of
obligors whose debt we believe is collectible through legal collection means, we
believe it is not at the sacrifice of our expected returns. Price fluctuations
for portfolio purchases from quarter to quarter or year over year are indicative
of the overall mix of the types of portfolios we are purchasing.

      During the three months ended September 30, 2007, we acquired 5 portfolios
of consumer receivables aggregating approximately $47 million in initial
outstanding principal amount at a purchase price of approximately $4.3 million,
bringing the aggregate initial outstanding principal amount of consumer
receivables under management as of September 30, 2007 to approximately $480
million, an increase of 82.51% as compared to approximately $263 million as of
September 30, 2006. For the three month period ended September 30, 2007, we

                                      -27-
<PAGE>

posted gross collections of approximately $4.842 million, a 73.55% increase as
compared to gross collections of $2.790 million in the three month period ended
September 30, 2006. For the nine month period ended September 30, 2007, we
posted gross collections of approximately $13.058 million,
compared to gross collections of $7.896 million in the nine month period ended
September 30, 2006, representing a 65.37% increase.

Trends

      As a result of our line of credit and Preferred Stock Offering, we
anticipate that we will incur significant increases in interest expense offset
and dividend payments, over time, by expected increased revenues from consumer
receivable portfolios purchased utilizing funds under such line of credit. No
assurance can be given that the expected revenues from such purchased portfolios
will exceed the additional interest expense or dividend payments. While we are
not presently aware of any other known trends that may have a material impact on
our revenues, we are continuing to monitor our collections to assess whether the
current housing crisis will have a long term impact on collections. We do not
believe that the recent decreases in interest rates, and the anticipated
continuing gradual decreases in interest rates, has had or will have a material
adverse effect upon our business.

Item 3 Controls and Procedures.

      (a) Disclosure Controls. As of the end of the period covered by this
report, with the participation of our Chief Executive Officer and Chief
Financial Officer, we evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934). Based upon that evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that as of the end
of such period, our disclosure controls and procedures were effective as of the
period covered by this report in timely alerting them to material information
relating to Velocity Asset Management, Inc. required to be disclosed in our
periodic reports with the Securities and Exchange Commission. In addition, our
Chief Executive Officer and our Chief Financial Officer concluded that as of the
end of such period, our disclosure controls and procedures are also effective to
ensure that information required to be disclosed in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
There were no changes in our disclosure controls during the period covered by
the Report on Form 10-QSB.

                                      -28-
<PAGE>

                                     PART II

                                OTHER INFORMATION

      Item 1 Legal Proceedings

            In the ordinary course of our business we are involved in numerous
legal proceedings. We regularly initiate collection lawsuits against consumers
using our network of third party law firms. Also, consumers may occasionally
initiate litigation against us in which they allege that we have violated a
Federal or state law in the process of collecting on their account. We do not
believe that these ordinary course matters are material to our business and
financial condition.

      As of September 30, 2007, there are presently no material pending legal
proceedings to which we or any of our subsidiaries is a party or to which any of
our property is the subject and, to the best of our knowledge, no such actions
against us is contemplated or threatened.

      Item 2 Unregistered Sales of Securities and Use of Proceeds

             None.

      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


      10.1 Placement Agent Engagement Agreement dated as of August 6, 2007
      between the Company and Security Research Associates, Inc.*

      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.*

      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..*

----------
      * Filed herewith


                                      -29-
<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 14, 2007              By: /s/ John C. Kleinert
                                          ---------------------
                                               John C. Kleinert
                                      Chief Executive Officer and President

                                      -30-