	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

KMG America Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

482563103

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 546,502

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 546,502

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 546,502

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 2.5%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 34,835

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 34,835

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,835

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 0.2%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 352,338

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 352,338

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 352,338

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 1.6%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Offshore, Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 55,725

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 55,725

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 55,725

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 0.3%

	12.	Type of Reporting Person (See Instructions) CO

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Associates, LLC.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 989,400

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 989,400

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 989,400

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 4.5%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Management, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 989,400

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 989,400

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 989,400

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 4.5%

	12.	Type of Reporting Person (See Instructions) CO

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul R. Burke

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 989,400

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 989,400

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 989,400

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 4.5%

	12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard Brown

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power

			6.		Shared Voting Power 989,400

			7.		Sole Dispositive Power

			8.		Shared Dispositive Power 989,400

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 989,400

	10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (11) 4.5%

	12.	Type of Reporting Person (See Instructions) IN

CONTINUATION PAGES TO SCHEDULE 13G

This Schedule 13GA is filed by Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc. (the “Northaven Entities”), Paul R. Burke and Richard Brown (together with the Northaven Entities, the “Reporting Persons”).

Item 1.
	(a)	Name of Issuer KMG America Corporation (the “Issuer” or the “Company”)
	(b)	Address of Issuer’s Principal Executive Offices 6306 Maple Ridge, Excelsior, MN 55331

Item 2.
	(a)-(c) Name, Principal Address and Jurisdiction of Organization or Citizenship of Persons Filing:

Name	Address of Principal Office	Jurisdiction of Organization/ Citizenship
Northaven Partners, L.P.	375 Park Avenue, Suite 2709 New York, NY 10152	New York

Northaven Partners II, L.P.	375 Park Avenue, Suite 2709 New York, NY 10152	New York

Northaven Partners III, L.P.	375 Park Avenue, Suite 2709 New York, NY 10152	New York

Northaven Offshore, Ltd.	375 Park Avenue, Suite 2709 New York, NY 10152	Cayman Islands

Northaven Associates, LLC.	375 Park Avenue, Suite 2709 New York, NY 10152	New York

Northaven Management, Inc.	375 Park Avenue, Suite 2709 New York, NY 10152	New York

Paul R. Burke	375 Park Avenue, Suite 2709 New York, NY 10152	USA

Richard Brown	375 Park Avenue, Suite 2709 New York, NY 10152	USA

	(d)	Title of Class of Securities Common Shares
	(e)	CUSIP Number 482563103

Item 3.
Not applicable

Item 4.	Ownership
(a) – (c):

(i) Northaven Partners, L.P. beneficially owns 546,602 shares, representing 2.5% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 546,602 of its shares. Northaven Partners, L.P. does not have sole dispositive power over any of its shares. Northaven Partners, L.P. has shared dispositive power over 546,602 of its shares.

(ii) Northaven Partners II, L.P. beneficially owns 34,835 shares, representing 0.2% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Northaven Partners II, L.P. does not have sole voting power over any of its shares. Northaven Partners II, L.P. has shared voting power over 34,835 of its shares. Northaven Partners II, L.P. does not have sole dispositive power over any of its shares. Northaven Partners II, L.P. has shared dispositive power over 34,835 of its shares.

(iii) Northaven Partners III, L.P. beneficially owns 352,338 shares, representing 1.6% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Northaven Partners III, L.P. does not have sole voting power over any of its shares. Northaven Partners III, L.P. has shared voting power over 352,338 of its shares. Northaven Partners III, L.P. does not have sole dispositive power over any of its shares. Northaven Partners III, L.P. has shared dispositive power over 352,338 of its shares.

(iv) Northaven Offshore, Ltd. beneficially owns 55,725 shares, representing 0.3% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 55,725 of its shares. Northaven Offshore, Ltd. does not have sole dispositive power over any of its shares. Northaven Offshore, Ltd. has shared dispositive power over 55,725 of its shares.

(v) Northaven Associates, LLC beneficially owns 989,400 shares, representing 4.5% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006.

Northaven Associates, LLC. does not have sole voting power over any of its shares. Northaven Associates, LLC. has shared voting power over 989,400 of its shares. Northaven Associates, LLC. does not have sole dispositive power over any of its shares. Northaven Associates, LLC. has shared dispositive power over 989,400 of its shares.

(vi) Northaven Management, Inc. beneficially owns 989,400 shares, representing 4.5% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 989,400 of its shares. Northaven Management, Inc. does not have sole dispositive power over any of its shares. Northaven Management, Inc. has shared dispositive power over 989,400 of its shares.

(vii) Paul R. Burke and Richard Brown, as members of Northaven Associates, LLC, may each be deemed to beneficially own 989,400 shares, representing 4.5% of the 22,208,943 outstanding shares of the Issuer’s common stock as of November 3, 2006. Paul R. Burke and Richard Brown do not have sole voting power over any of the shares. Paul R. Burke and Richard Brown have shared voting power over 989,400 of the shares. Paul R. Burke and Richard Brown do not have sole dispositive power over any of the shares. Paul R. Burke and Richard Brown have shared dispositive power over 989,400 of the shares.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable

Item 8.	Identification and Classification of Members of the Group
Not applicable

Item 9.	Notice of Dissolution of Group
Not applicable

Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or including the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 7, 2007

NORTHAVEN PARTNERS, L.P.				NORTHAVEN OFFSHORE, LTD.

	By:	Northaven Associates, LLC,
		as General Partner			By:	s/Paul R. Burke
						Name: Paul R. Burke
						Title: Director
		By:	s/Paul R. Burke
			Name: Paul R. Burke
			Title: Member

NORTHAVEN PARTNERS II, L.P.				NORTHAVEN ASSOCIATES, LLC.

	By:	Northaven Associates, LLC,
		as General Partner			By:	s/Paul R. Burke
						Name: Paul R. Burke
						Title: Member
		By:	s/Paul R. Burke
			Name: Paul R. Burke
			Title: Member

NORTHAVEN PARTNERS III, L.P.				NORTHAVEN MANAGEMENT, INC.

	By:	Northaven Associates, LLC,
		as General Partner			By:	s/Paul R. Burke
						Name: Paul R. Burke
						Title: Vice President
		By:	s/Paul R. Burke
			Name: Paul R. Burke
			Title: Member			s/Paul R. Burke
						Paul R. Burke

						s/Richard Brown
						Richard Brown

INDEX TO EXHIBITS

Exhibit No.		Exhibit

99.2		Joint Filing Agreement, dated February 7, 2007, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC and Northaven Management, Inc., Paul R. Burke and Richard Brown