UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)* Foxby Corp. - ---------------------------------------------------------------------------- (Name of Issuer) - ---------------------------------------------------------------------------- Common Stock - ---------------------------------------------------------------------------- (Title of Class of Securities) 003009107 - ---------------------------------------------------------------------------- (CUSIP Number) Gregg Abella Investment Partners Asset Management, Inc. 1 Highland Avenue Metuchen, New Jersey 08840 732-205-0391 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 2006 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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). Cusip No. - ------=====------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Investment Partners Asset Management, Inc. - ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------ 4 SOURCE OF FUNDS *** (See Item 3) - ----- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Investment Partners Asset Management, Inc. is organized under the laws of Delaware. - ----- ------------------------------------------------------------------ 7 SOLE VOTING POWER 62,400 ---------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ---------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 62,400 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 96,800 - with clients - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,200 - ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.12% - ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IA - ------------------------------------------------------------------------ Item 1. Security and Issuer Foxby Corp. is located at 11 Hanover Square, NY, NY 10005. Item 2. Identity and Background (a) Investment Partners Asset Management, Inc. is a corporation formed in the State of Delaware. (b) The principal place of business of the reporting person is 1 Highland Avenue, Metuchen, NJ. (c) Investment Advisor (d) None (e) None (f) Delaware Item 3. Source and Amount of Funds or Other Consideration Client assets. Item 4. Purpose of Transaction The purpose of acquisition is investment. Item 5. Interest in Securities of the Issuer a) The reporting person believes that the number of shares of the issuer that are outstanding is 2,602,847 as of December 19, 2006. As of December 20, 2006, the reporting person may have been deemed the beneficial owner of 159,200 Shares approximately 6.12% of the total number of Shares outstanding). b) The reporting person has sole power to vote 62,400 shares held by one of its clients. Dispositive powers for 62,400 shares and shared dispositive powers for 96,800. c) Clients of the reporting person purchased the following number of shares during the past 60 days on the American Stock Exchange. At the following prices: Trade date No. of Shares Execution Price 10-11-06 10,400 2.2818 10-18-06 40,000 2.3413 10-18-06 52,000 2.3413 10-18-06 18,000 2.3413 12-19-06 19,800 2.3996 12-19-06 8,000 2.3996 12-19-06 5,000 2.3996 12-19-06 6,000 2.3996 There were no sales of the Issuer. (d) Clients of the Reporting Person are entitled to receive all dividends, distributions and proceeds of sale. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer None Item 7. Material to be Filed as Exhibits None SIGNATURES 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 as of December 22, 2006 Investment Partners Asset Management, Inc. By: /s/ Frank Abella -------------------------- Name: Frank Abella Title: President