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) September 1, 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))
Item 1.01. Entry into a Material Definitive Agreement
On September 1, 2005, we entered into an Independent Consulting
Agreement (the "Agreement") with Lomond International, Inc., an unrelated North
Carolina corporation (the "Consultant"), pursuant to which the Consultant agreed
to provide certain specified business advisory services for a period of one
year. As compensation for such services, we agreed to sell to the Consultant, as
a commencement bonus, a warrant to purchase 50,000 shares of the Company's
common stock with an exercise price of $2.50 per share, and an expiration date
of March 31, 2009, for an aggregate purchase price of $2,500.00. The warrant
will participate in all forward and reverse stock splits and stock dividends and
will have a one-time piggy-back registration right on the warrant and the shares
of common stock underlying the warrant. The Agreement also provides for the
payment of specified finder's fees to the Consultant if we consummate a
financing, merger or strategic or business relationship with a party introduced
to us by the Consultant and not otherwise known to us.
Item 3.02. Unregistered Sales of Equity Securities
On September 1, 2005, we agreed to sell to the Consultant, an
accredited investor, a warrant to purchase 50,000 shares of the Company's common
stock with an exercise price of $2.50 per share, and an expiration date of March
31, 2009, for an aggregate purchase price of $2,500.00. The warrant was issued
as a commencement bonus and is not refundable. The closing bid price of a share
of our common stock on the OTC Bulletin Board on September 1, 2005 was $2.00 per
share.
Item 9.01. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Number Description
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4.1 Business Advisory Agreement, dated September
1, 2005, between the Registrant and Lomond
International, Inc.
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: September 7, 2005