Exhibit 31.2

        SECTION 302 CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT OF 2002
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        I, James J. Mastriani, Chief Financial Officer of Velocity Asset
Management, Inc. hereby certify that:

1.      I have reviewed this Annual Report on Form 10-KSB of Velocity Asset
        Management, Inc.;

2.      Based on my knowledge, this Annual Report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary
        to make the statements made, in light of the circumstances under which
        such statements were made, not misleading with respect to the period
        covered by this Annual Report;

3.      Based on my knowledge, the financial statements, and other financial
        information included in this Annual Report, fairly present in all
        material respects the financial condition, results of operations and
        cash flows of the Registrant as of, and for, the periods presented in
        this Annual Report;

4.      The Registrant's other certifying officer and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
        we have:

        (a)     designed such disclosure controls and procedures to ensure that
                material information relating to the Registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                Annual Report is being prepared;

        (b)     evaluated the effectiveness of the Registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this Annual Report (the "Evaluation Date"); and

        (c)     presented in this Annual Report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.      The Registrant's other certifying officer and I have disclosed, based on
        our most recent evaluation, to the Registrant's auditors and to the
        audit committee of Registrant's board of directors (or persons
        performing the equivalent function):

        (a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the Registrant's
                ability to record, process, summarize and report financial data
                and have identified for the Registrant's auditors any material
                weaknesses in internal controls; and

        (b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the Registrant's
                internal controls; and

6.      The Registrant's other certifying officer and I have indicated in this
        Annual Report whether or not there were significant changes in internal
        controls or in other factors that could significantly affect internal
        controls subsequent to the date of our most recent evaluation, including
        any corrective actions with regard to significant deficiencies and
        material weaknesses.




Dated:  May 24, 2005                        By: /s/ JAMES J. MASTRIANI
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                                                James J. Mastriani
                                                Chief Financial Officer