SEC Info - Lomond International Inc, et al. - ‘SC 13D/A’ on 6/10/04 re: Velocity Portfolio Group Inc

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Lomond International Inc, et al. – ‘SC 13D/A’ on 6/10/04 re: Velocity Portfolio Group Inc

On: Thursday, 6/10/04, at 12:58pm ET · Accession #: 1019056-4-836 · File #: 5-40636

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/10/04  Lomond International Inc          SC 13D/A               1:16K  Velocity Portfolio Group Inc      Borer Fin’l Comms Inc
          Harold Wine
          Lomond International

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           6     28K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
5	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
6	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No.    1    )*
              --------

 Velocity Asset Management, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock
--------------------------------------------------------------------------------
 (Title of Class of Securities

 879247 10 4
--------------------------------------------------------------------------------
(CUSIP Number)

Martin A. Sumichrast
c/o Lomond International, Inc.
11125 Colonial Country Lane, Suite 100
 Charlotte, NC 28277
(704) 847-4917
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
 and Communications)

May 28, 2004
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

SC 13D/A 2nd Page of 6 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

-------------------------------                              -------------------
CUSIP No.    879247 10 4                                     Page 2 of 6 Pages
-------------------------------                              -------------------

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                                         

LOMOND INTERNATIONAL

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON         
81-054-5639                                               
--------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) [ ]
                                                                     (b) [X]

--------------------------------------------------------------------------------
3      SEC USE ONLY                                                     

--------------------------------------------------------------------------------
4      SOURCE OF FUNDS*                                                 

PF                                                        
--------------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED         
         PURSUANT TO ITEMS 2(d) OR 2(e)                                  [ ]

--------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OR ORGANIZATION                             

NORTH CAROLINA

--------------------------------------------------------------------------------
           7       SOLE VOTING POWER

         380,474
         NUMBER OF           ---------------------------------------------------
SHARES                 8       SHARED VOTING POWER          
BENEFICIALLY                                                      
OWNED BY                        0                             
           EACH              ---------------------------------------------------
REPORTING               9       SOLE DISPOSITIVE POWER        
PERSON                                                      
WITH                          380,474                     
                             ---------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

   0
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      

380,474                                                   
--------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
         CERTAIN SHARES*                                                 [ ]

--------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                

4.0%
--------------------------------------------------------------------------------
14      TYPE OR REPORTING PERSON*                                         

CO
--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

SC 13D/A 3rd Page of 6 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

-------------------------------                              -------------------
CUSIP No.    879247 10 4                                     Page 3 of 6 Pages
-------------------------------                              -------------------

--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                                         
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON         

 HAROLD WINE

--------------------------------------------------------------------------------
  2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a) [ ]
                                                                     (b) [X]

--------------------------------------------------------------------------------
3      SEC USE ONLY                                                     

--------------------------------------------------------------------------------
4      SOURCE OF FUNDS*                                                 

PF                                                        
--------------------------------------------------------------------------------
5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED         
         PURSUANT TO ITEMS 2(d) OR 2(e)                                  [ ]

--------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OR ORGANIZATION                             

CANADA

--------------------------------------------------------------------------------
           7       SOLE VOTING POWER

         250,000
         NUMBER OF           ---------------------------------------------------
SHARES                 8       SHARED VOTING POWER          
BENEFICIALLY                                                      
OWNED BY                        0                             
           EACH              ---------------------------------------------------
REPORTING               9       SOLE DISPOSITIVE POWER        
PERSON                                                      
WITH                          250,000                     
                             ---------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

   0
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON      

250,000                                                   
--------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            
         CERTAIN SHARES*                                                 [ ]

--------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                

2.6%
--------------------------------------------------------------------------------
14      TYPE OR REPORTING PERSON*                                         

IN
--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION

SC 13D/A 4th Page of 6 TOC 1st Previous Next ↓Bottom Just 4th
Item 1.           Security and Issuer.                                          

        This Amendment No. 1 to Schedule 13D relates to shares of common stock
of Velocity Asset Management, Inc., a Delaware corporation (the "Issuer"). The  
principal executive offices of the Issuer are located at 48 South Franklin      
Turnpike, 3rd Floor, Ramsey, NJ 07446. On April 8, 2004, the Issuer changed its 
name from Tele-Optics, Inc. to Velocity Asset Management, Inc. and effected a   
one-for-13 reverse split of its common stock.                                   

Item 2.           Identity and Background.                                      

       Amendment No. 1 to Schedule 13D is filed by (1) Lomond International,
Inc. ("Lomond") and (2) Harold Wine ("Mr. Wine" and together with Lomond, the   
"Reporting Persons").                                                           

        Lomond is a business advisory company with principal executive offices
located at 11125 Colonial Country Lane, Charlotte, NC 28277. Lomond is a North  
Carolina corporation. Martin A. Sumichrast is the Managing Director and an      
officer of Lomond.                                                              

       Mr. Wine is the Chairman of WSP International, located at 250 Ferrand
Drive, Suite 1007, Toronto, Canada M3C 3G8. Mr. Wine is a citizen of Canada.    

       During the past five years, neither of the Reporting Persons has been
(a) convicted in a criminal proceeding (excluding traffic violations or similar 
misdemeanors), or (b) a party to a civil proceeding of a judicial or            
administrative body of competent jurisdiction and as a result thereof was or is 
subject to a judgment, decree or financial order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities  
laws or finding any violation with respect to such laws.                        

Item 3.           Source and Amount of Funds or Other Consideration.            

     As reported in the original Schedule 13D, pursuant to a call option
agreement, dated as of February 3, 2004, (the "Call Option Agreement") a copy of
which was filed with the original Schedule 13D, in exchange for a cash payment  
to certain existing holders of common stock (the "Sellers") by the Reporting    
Persons of an aggregate of $5,258.34, the Sellers granted the Reporting Persons 
the option (the "Option") to purchase all, but not less than all, of 9,846,653  
shares (757,449 shares after giving effect to the one-for-13 reverse stock      
split; the "Option Shares"). The price at which the Option Shares could be      
purchased was an aggregate of $240,000. Such amount was placed in escrow,       
pursuant to an escrow agreement (the "Call Escrow Agreement"), a copy of which  
was filed with the original Schedule 13D. The Option was exercisable at any time
beginning on May 4, 2003 but no later than June 2, 2004. Upon exercise of the   
Option, 6,596,653 of the Option Shares (507,449 Option Shares after giving      
effect to the one-for-13 reverse stock split) where to be issued to Lomond and  
3,250,000 of the Option Shares (250,000 Option Shares after giving effect to the
one-for-13 reverse stock split) were to be issued to Mr. Wine.                  

     Lomond used its working capital to fund its portion of the purchase
price of the Option and fund its portion of the exercise price that was placed  
in escrow. Mr. Wine used his personal funds to fund his portion of the purchase 
price of the Option and fund his portion of the exercise price that was placed  
in escrow.                                                                      

                                                                     Page 4 of 6

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Item 4.           Purpose of Transaction.                                       

        The Reporting Persons acquired and exercised the Option for investment
purposes.                                                                       

Item 5.           Interest in Securities of the Issuer.                         

 In May 2004, the Reporting Persons exercised the Call Option to
purchase an aggregate of 757,449 shares of the common stock of Issuer (after    
giving effect to the one-for-13 reverse stock split). After this exercise,      
Lomond held 507,449 shares of common stock (after giving effect to the          
one-for-13 reverse stock split), representing 6.6% percent of the Issuer's      
outstanding shares and Mr. Wine held 250,000 shares of common stock (after      
giving effect to the one-for-13 reverse stock split), representing 3.2% percent 
of the Issuer's outstanding shares. After such exercise Lomond and Mr. Wine held
their shares independently and where no longer a group for the purposes of Rule 
13d-1.                                                                          

       Upon the exercise of the Call Option, Mr. Wine was not the beneficial
owner of more than five percent of the common stock of the Issuer. Upon the     
exercise of the Call Option, Mr. Wine had the sole voting power and sole        
dispositive power with respect to the 250,000 shares he owned directly.         

      During the period from May 24, 2004 through June 7, 2004, Lomond has
sold and gifted an aggregate of 126,975 shares of the common stock of the       
Issuer.                                                                         

         As of the close of business on June 7, 2004, pursuant to Rule 13d-3(d),
Lomond was the beneficial owner of 380,474 shares of the common stock of the    
Issuer, representing 4.0% percent of the Issuer's outstanding shares. On June 7,
2004, Lomond ceased to be the beneficial owner of more than five percent of the 
common stock of the Issuer. Lomond has the sole voting power and sole           
dispositive power with respect to the 380,474 shares it owns directly.          

Item 6.           Contracts, Arrangements, Understandings or Relationships With 
Respect to Securities of the Issuer.        

  Lomond and Harold Wine had previously entered into a Call Option
Agreement, pursuant to which the Issuer granted to Lomond and Mr. Wine an option
to purchase an aggregate of 9,846,653 shares (on a pre-split basis). The option 
was exercised in May 2004, and, as a result, Lomond and Mr. Wine where no longer
a group for the purposes of Rule 13d-1.                                         

         Lomond and the Issuer entered into a Business Advisory Agreement, dated
as of February 5, 2004, a copy of which was filed as Exhibit IV to the Schedule 
13D previously submitted.                                                       

Neither Lomond nor Mr. Wine have any additional contracts,    
arrangements, understandings or relationships (legal or otherwise) with any     
person with respect to any securities of the Issuer, including but not limited  
to the transfer or voting of any of the securities, finders fees, joint         
ventures, loan or option arrangements, puts or calls, guarantees or profits,    
division of profits or losses, or the giving or withholding of proxies.         

                                                                     Page 5 of 6

SC 13D/A Last Page of 6 TOC 1st Previous Next ↓Bottom Just 6th
Item 7.           Material to be Filed as Exhibits.                             

The following documents were filed with the original Schedule 13D:              

Exhibit I         Call Option Agreement by and among Lomond International, Inc.,
                Harold Wine, the Representative and the Sellers, dated as of
February 3, 2004.                           

Exhibit II        Call Escrow Agreement by and among Lomond International, Inc.,
                Harold Wine, the Representative and the Sellers, dated as of
February 3, 2004.                           

Exhibit III       Joint Filing Agreement by and among Lomond International, Inc.
and Harold Wine, dated as of March 9, 2004. 

Exhibit IV        Business Advisory Agreement by and among Lomond International,
      Inc. and the Issuer, dated as of February 5, 2004.

 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated  June 8, 2004                                                             

                                LOMOND INTERNATIONAL, INC.

                              /s/ MARTIN A. SUMICHRAST
                                           -------------------------------------
                                 Name:  Martin A. Sumichrast
                              Title: Managing Director

                                                                     Page 6 of 6

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/10/04
	6/8/04	6
	6/7/04	5
	6/2/04	4
	5/28/04	1
	5/24/04	5
	4/8/04	4
	3/9/04	6
	2/5/04	5	6
	2/3/04	4	6	3, 8-K
	5/4/03	4
				List all Filings

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Filing Submission 0001019056-04-000836 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lomond International Inc, et al. – ‘SC 13D/A’ on 6/10/04 re: Velocity Portfolio Group Inc

On: Thursday, 6/10/04, at 12:58pm ET · Accession #: 1019056-4-836 · File #: 5-40636

Previous ‘SC 13D’: ‘SC 13D’ on 3/10/04 · Latest ‘SC 13D’: This Filing

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents