Exhibit 14.1

                         VELOCITY ASSET MANAGEMENT, INC.

                                 CODE OF ETHICS

OVERVIEW

This Code of Ethics sets forth the guiding principles by which we operate our
company and conduct our daily business with our stockholders, customers, vendors
and with each other. These principles apply to all of the directors, officers
and employees of Velocity Asset Management, Inc. and its subsidiaries (referred
to in this Code as the "Company").

PRINCIPLES

Complying with Laws, Regulations, Policies and Procedures

All directors, officers and employees of the Company are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their positions with the Company. Employees are
responsible for talking to their supervisors to determine which laws,
regulations and Company policies apply to their position and what training is
necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and
procedures available to persons they supervise.

Conflicts of Interest

All directors, officers and employees of the Company should be scrupulous in
avoiding any action or interest that conflicts with, or gives the appearance of
a conflict with, the Company's interests. A "conflict of interest" exists
whenever an individual's private interests interfere or conflict in any way (or
even appear to interfere or conflict) with the interests of the Company. A
conflict situation can arise when an employee, officer or director takes actions
or has interests that may make it difficult to perform his or her work for the
Company objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee or a member of his or her family receives improper
personal benefits as a result of his or her position with the Company, whether
from a third party or from the Company. Company employees are encouraged to
utilize the Company's products and services, but this should generally be done
on an arm's length basis and in compliance with applicable law.

Conflicts of interest may not always be clear-cut, so if a question arises, an
officer or employee should consult with higher levels of management, the board
of directors or company counsel. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel.

Corporate Opportunity

Directors, officers and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c) subject
to pre-existing fiduciary obligations, competing with the Company. Directors,
officers and employees owe a duty to the Company to advance its legitimate
interests when the opportunity to do so arises.
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Confidentiality

Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by the Company or its suppliers or
customers, except when disclosure is specifically authorized by the board of
directors or required by laws, regulations or legal proceedings. Confidential
information includes all non-public information that might be material to
investors or of use to competitors of the Company or harmful to the Company or
its customers or employees if disclosed.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owner's consent or
inducing such disclosures by past or present employees of other companies is
prohibited.

Each director, officer and employee is expected to deal fairly with the
Company's customers, suppliers, competitors, officers and employees. No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing.

Protection and Proper Use of the Company Assets

All directors, officers and employees should protect the Company's assets and
ensure their efficient use. All Company assets should be used only for
legitimate business purposes.

Public Company Reporting

As a public company, it is of critical importance that the Company's filings
with the Securities and Exchange Commission be accurate and timely. Depending on
their position with the Company, an employee, officer or director may be called
upon to provide necessary information to assure that the Company's public
reports are complete, fair and understandable. The Company expects employees,
officers and directors to take this responsibility very seriously and to provide
prompt accurate answers to inquiries related to the Company's public disclosure
requirements.

Financial Statements and Other Records

All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must both conform to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

Records should always be retained or destroyed according to the Company's record
retention policies. In accordance with those policies, in the event of
litigation or governmental investigation, please consult the board of directors.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Reporting Illegal or Unethical Behavior

Employees, officers and directors who suspect or know of violations of this Code
or illegal or unethical business or workplace conduct by employees, officers or
directors have an obligation to contact either their supervisor or superiors. If
the individuals to whom such information is conveyed are not responsive, or if
there is reason to believe that reporting to such individuals is inappropriate
in particular cases, then the employee, officer or director may contact the
Chief Executive Officer or the President of the Company. Such communications
will be kept confidential to the extent feasible. If the employee is still not
satisfied with the response, the employee may contact the chairman of the board
of directors or any of the Company's outside directors.
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Accounting Complaints

The Company's policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Company's audit
committee. Subject to its legal duties, the audit committee and the board of
directors will treat such submissions confidentially. Such submissions may be
directed to the attention of the Company's audit committee, or any director who
is a member of the Company's audit committee.

Non-Retaliation

The Company prohibits retaliation of any kind against individuals who have made
good faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct.

Amendment, Modification and Waiver

This Code of Ethics may be amended or modified by the board of directors of the
Company. Only the board of directors or a committee of the board of directors
with specific delegated authority may grant waivers of this Code of Ethics.
Waivers will be disclosed to stockholders as required by the Securities Exchange
Act of 1934 and the rules thereunder and the applicable rules of the American
Stock Exchange.

Violations

Violation of this Code of Ethics is grounds for disciplinary action up to and
including termination of employment. Such action is in addition to any civil or
criminal liability which might be imposed by any court or regulatory agency.