ipam13da122109.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Winmill & Co. Incorporated

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(Name of Issuer)

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Class A Common Stock

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(Title of Class of Securities)

974259103

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(CUSIP Number)

Gregg T. Abella

Investment Partners Asset Management, Inc.

One Highland Avenue

Metuchen, New Jersey 08840

732-205-0391

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 22, 2009

(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. 974259103

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1 NAME OF REPORTING PERSON

Investment Partners Asset Management, Inc.

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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]

(b) [ ]

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3 SEC USE ONLY

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4 SOURCE OF FUNDS OO

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS

IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

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6 CITIZENSHIP OR PLACE OF ORGANIZATION

Investment Partners Asset Management, Inc. is organized under the

laws of Delaware.

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7 SOLE VOTING POWER

27,575

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NUMBER OF 8 SHARED VOTING POWER

BENEFICIALLY 59,270

OWNED BY ------------------------------------------------------------------------------------------------------

EACH 9 SOLE DISPOSITIVE POWER

REPORTING

PERSON 27,575

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10 SHARED DISPOSITIVE POWER

59,270

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

86,845

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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN

SHARES [ ]

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

5.29%

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14 TYPE OF REPORTING PERSON

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Item 1. Security and Issuer

This statement relates to the Class A Common Stock of Winmill & Co. Incorporated, a Delaware corporation whose principal executive offices are located at 11 Hanover Square, New York, NY 10005.

Item 2. Identity and Background

The reporting person is Investment Partners Asset Management, Inc., a corporation organized in the State of Delaware that does business as an investment adviser. Its principal office is located at One Highland Avenue, Metuchen, NJ 08840. During the last five years, the reporting person (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding described in Item 2(e) of Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

The source of all funds used in making purchases was client assets.

Item 4. Purpose of Transaction

The purpose of the acquisition is investment. The reporting person may from time to time recommend actions to the issuer’s board of directors or management for the purpose of increasing the market value of the issuer’s shares generally. A letter to the issuer’s board of directors, dated and sent December 22, 2009, is attached as an exhibit hereto. That letter urges the issuer to release its consolidated annual reports for 2007 and 2008, as well as to resume quarterly updates; to hold an annual meeting of shareholders; and to consider appointing an independent outside individual to the board of directors. The letter also asks that the issuer’s affiliates consider abandoning the protection provisions of Maryland Law (specifically the Maryland Control Share Acquisition Act) and any other poison pill provisions.

Item 5. Interest in Securities of the Issuer

a) The reporting person believes that the number of shares of the issuer’s Class A common stock that are outstanding is 1,643,052 as of December 31, 2006, based on information provided on the issuer’s web site. As of December 21, 2009, the reporting person may have been deemed the beneficial owner of 86,845 shares of Class A common stock, or approximately 5.29% of the total number of shares of Class A common stock outstanding.

b) The reporting person has sole power to vote and sole dispositive power for 27,575 shares, or approximately 1.68% of the total number of shares outstanding, held by one of its clients, the Remington Value & Special Situation Fund, LLC.

The reporting person has shared voting power and shared dispositive power for 59,270 shares, or approximately 3.61% of the total number of shares outstanding.

c) Clients of the reporting person have not purchased nor sold any shares of the issuer within the past 60 days.

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

Letter to the board of directors of Winmill & Co. Incorporated, dated December 22, 2009.

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.

Date: December 22, 2009

Investment Partners Asset Management, Inc.

By: /s/Gregg T. Abella

Name: Gregg T. Abella

Title: Officer