SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 2, 2005
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VELOCITY ASSET MANAGEMENT, INC.
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(Exact name of registrant as specified in Charter)
Delaware 000-161570 65-0008442
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(State of other Jurisdiction (Commission file no.) (IRS employer
of incorporation) identification no.)
48 S. Franklin Turnpike, 3rd Floor, Ramsey, NJ 07446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201-760-6306)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Form 8-K and other reports we file from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, our management as well as estimates
and assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the section of this report entitled "Risk Factors") relating to our industry and
our operations and results of operations. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Although we believe that the expectations reflected in the forward
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this report.
Item 1.01. Entry into a Material Definitive Agreement
On June 2, 2005, our wholly owned subsidiary, J. Holder, Inc. ("J.
Holder"), entered into a Real Estate Joint Venture Agreement (the "Joint Venture
Agreement") with Groveland Estates, LLC, a Florida limited liability company,
pursuant to which J. Holder acquired a residential property in Melbourne,
Florida for $3.25 million from Detroit-based Comerica Bank, which had acquired
the property through a foreclosure.
The details of the Joint Venture Agreement, including all information
required by Item 1.01. of this Current Report on Form 8-K (this "Report"), are
set forth in Item 2.01. "Completion of Significant Acquisitions or Dispositions
of Assets" below, the contents of which are incorporated by reference herein.
Item 2.01. Completion of Significant Acquisitions or Dispositions of Assets.
The following is a summary of the Joint Venture Agreement and is
qualified in its entirety by reference to the Joint Venture Agreement that is
filed as an exhibit to this Report.
On June 2, 2005, J. Holder, a wholly owned subsidiary of Velocity Asset
Management, Inc., acquired a residential property in Melbourne, Florida through
a joint venture with Groveland Estates, LLC, an unrelated party. The property
was purchased for $3.25 million from Detroit-based Comerica Bank, which had
acquired the property through a foreclosure. Financing was provided by a group
of investors, including J. Holder (the "Investor Group"), that will receive 10%
per annum and 2.0% of the loaned amount along with a pro rata share of 20% of
the net profit realized by J. Holder upon the sale of the property. Under the
terms of its joint venture agreement with Groveland Estates, LLC, the Investor
Group will receive 100% return of all capital including acquisition and carrying
costs, plus the above cost of funds. In addition, J. Holder will receive 60% of
the net profit of the proceeds upon the sale of the property, 20% of which will
be shared pro rata among the Investor Group, and Groveland Estates, LLC will
receive 40% of the net profit, plus 20% of the actual cost, if any, of the
property's renovation, as a project management fee. The property was appraised
in March 2005 at $8.5 million.
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Item 9.01. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Number Description
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4.1 Real Estate Joint Venture Agreement, dated June 2,
2005, executed by J. Holder, Inc. and Groveland
Estates, LLC.
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SIGNATURES
Pursuant to 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.
/s/ JOHN C. KLEINERT
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John C. Kleinert
Chief Executive Officer
Dated: June 22, 2005
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