---

# SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

|X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | -------------------------------------------------------
|  | SECURITIES EXCHANGE ACT OF 1934                        

| | For
the quarterly period ended September 30, 2000
| | -------------------------------------------------

OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
| | --------------------------------------------------------
| | SECURITIES EXCHANGE ACT OF 1934                         

Commission file number 0-12117

VENTURIAN CORP.(Exact name of registrant as specified in its charter)

Minnesota
     41-1460782(State or other jurisdication of
     IRS Employer ID Numberincorporation or organziation)11111 Excelsior Boulevard, Hopkins, MN
     55343(Address of principal executive offices)
     (Zip code)


|Registrants telephone number, including area code | (612) 931-2500
|-------------------------------------------------- | --------------

Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding twelve months and (2) has been subject to the filing requirements for at least
the past 90 days.

Yes   X   No

Indicate the number of shares outstanding of each of the registrants
classes of common stock, as of the latest practical date:

|                              | Outstanding at November 9, 2000
|----------------------------- | -------------------------------
|$1.00 par value common shares | 1,297,539                      

1



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# VENTURIAN CORP. AND SUBSIDIARIES

# FORM 10-Q

# INDEX

PART I. Financial InformationItem 1.Consolidated Condensed Balance SheetsSeptember 30, 2000 and December 31, 1999
     3Consolidated Condensed Statements of OperationsThree and nine months endedSeptember 30, 2000 and 1999
     4Consolidated Condensed Statements of Cash FlowsNine months ended September 30, 2000 and 1999
     5Notes to Consolidated Condensed FinancialStatements
     6Item 2.Managements Discussion and Analysis ofthe Results of Operations and Financial Condition
     10PART II. Other informationItem 6.
     Exhibits and Reports on Form 8-K
     16


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Venturian Corp. and Subsidiaries Consolidated Condensed Balance Sheets
(In thousands) (Unaudited)

|                                                  | September 30,2000 | December 31,1999
|------------------------------------------------- | ----------------- | ----------------
|Current assets                                    |                   |                 
|Cash and cash equivalents                         |                   |                 
|Restricted cash                                   |                   |                 
|Marketable securities                             |                   |                 
|Accounts receivable, less allowance               |                   |                 
|for doubtful accounts of $217                     |                   |                 
|in September 2000 and in December 1999            |                   |                 
|Inventories                                       |                   |                 
|Prepaid expenses and other                        |                   |                 
|                                                 
|Total current assets                              |                   |                 
|                                                  |                   |                 
|Property and equipment - at cost                  |                   |                 
|Buildings and improvements                        |                   |                 
|Equipment                                         |                   |                 
|                                                 
|                                                  |                   |                 
|Less accumulated depreciation and amortization    |                   |                 
|                                                 
|                                                  |                   |                 
|Land                                              |                   |                 
|                                                 
|                                                  |                   |                 
|                                                  |                   |                 
|Other assets                                      |                   |                 
|Cash surrender value of life insurance, net       |                   |                 
|Rental real estate, net                           |                   |                 
|Investment in Atio                                |                   |                 
|Other                                             |                   |                 
|                                                 
|                                                  |                   |                 
|                                                 
|                                                  |                   |                 
|                                                 
|                                                  |                   |                 
|Liabilities and Shareholders Equity              |                   |                 
|Current liabilities                               |                   |                 
|Bank overdraft                                    |                   |                 
|Note payable to bank                              |                   |                 
|Current maturities of long-term debt              |                   |                 
|Accounts payable                                  |                   |                 
|Advances from customers                           |                   |                 
|Accrued liabilities                               |                   |                 
|                                                 
|Total current liabilities                         |                   |                 
|                                                  |                   |                 
|Long-term debt, less current maturities           |                   |                 
|                                                  |                   |                 
|Deferred compensation and postretirement benefits |                   |                 
|                                                  |                   |                 
|Commitments and contingencies                     |                   |                 
|                                                  |                   |                 
|Shareholders equity                              |                   |                 
|Common stock - $1 par value                       |                   |                 
|Common stock issued in acquisition                |                   |                 
|Additional contributed capital                    |                   |                 
|Accumulated deficit                               |                   |                 
|                                                 
|                                                  |                   |                 
|                                                 
|                                                  |                   |                 
|                                                  |                   |                 
|                                                 

The accompanying notes are an integral part of these statements.

3



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Venturian Corp. and Subsidiaries Consolidated Condensed Statements of Operations
(Dollars in thousands, except per share data) (Unaudited)

|                                        | Three months endedSeptember 30, | Nine months endedSeptember 30,
|--------------------------------------- | ------------------------------- | ------------------------------
|
|                                       
|Net sales                               |                                 |                               
|                                        |                                 |                               
|Cost of products sold                   |                                 |                               
|                                       
|Gross profit                            |                                 |                               
|                                        |                                 |                               
|Operating expenses                      |                                 |                               
|Sales and marketing                     |                                 |                               
|Administrative                          |                                 |                               
|Warehousing                             |                                 |                               
|                                       
|                                        |                                 |                               
|Total operating expenses                |                                 |                               
|                                       
|                                        |                                 |                               
|Operating profit (loss)                 |                                 |                               
|                                        |                                 |                               
|Other income (expense)                  |                                 |                               
|Investment income                       |                                 |                               
|Interest expense                        |                                 |                               
|Rental income                           |                                 |                               
|Gain from demutualization               |                                 |                               
|Other                                   |                                 |                               
|                                       
|Total                                   |                                 |                               
|                                       
|                                        |                                 |                               
|Earnings (loss) before income taxes     |                                 |                               
|                                        |                                 |                               
|Income taxes                            |                                 |                               
|                                       
|                                        |                                 |                               
|Net earnings (loss)                     |                                 |                               
|                                       
|                                        |                                 |                               
|Net earnings (loss) per share - Basic   |                                 |                               
|                                       
|                                        |                                 |                               
|Net earnings (loss) per share - Diluted |                                 |                               
|                                       
|                                        |                                 |                               
|Weighted average shares   outstanding   |                                 |                               
|Basic                                   |                                 |                               
|Diluted                                 |                                 |                               

The accompanying notes are an integral part of these statements.

4



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Venturian Corp. and Subsidiaries Consolidated Condensed Statements of Cash Flows
(Dollars in thousands) (Unaudited)

|                                                    | Nine months endedSeptember 30,
|--------------------------------------------------- | ------------------------------
|
|Cash flows from operating activities:               |                               
|Net earnings (loss)                                 |                               
|Adjustments to reconcile net earnings (loss) to net |                               
|cash used in operating activities:                  |                               
|Depreciation and amortization                       |                               
|Gain from demutualization                           |                               
|Issuance of common stock for services               |                               
|Change in assets and liabilities:                   |                               
|Restricted cash                                     |                               
|Accounts receivable                                 |                               
|Inventories                                         |                               
|Prepaid expenses and other                          |                               
|Accounts payable                                    |                               
|Advances from customers                             |                               
|Accrued liabilities                                 |                               
|Deferred compensation and                           |                               
|postretirement benefits                             |                               
|Payments on deferred compensation                   |                               
|and postretirement benefits                         |                               
|                                                   
|Total adjustments                                   |                               
|                                                   
|Net cash used in operating activities               |                               
|                                                    |                               
|Cash flows from investing activities:               |                               
|Proceeds from sales of marketable securities        |                               
|Purchase of property and equipment                  |                               
|Purchase of investment                              |                               
|Increase in cash surrender value                    |                               
|Other                                               |                               
|                                                   
|Net cash used in investing activities               |                               
|                                                    |                               
|Cash flows from financing activities                |                               
|Bank overdraft                                      |                               
|Net proceeds from line of credit                    |                               
|Proceeds from long-term debt                        |                               
|Payments on long-term debt                          |                               
|Payments of dividends                               |                               
|Proceeds from issuance of common stock              |                               
|Purchases of common stock                           |                               
|                                                   
|Net cash provided by financing activities           |                               
|                                                   
|Net decrease in cash and cash equivalents           |                               
|Beginning cash and cash equivalents                 |                               
|                                                   
|                                                    |                               
|Ending cash and cash equivalents                    |                               
|                                                   
|                                                    |                               
|Supplemental disclosures of cash flow information:  |                               
|Cash paid during the period for:                    |                               
|Interest                                            |                               
|Income taxes                                        |                               

The accompanying notes are an integral part of these statements.

5



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# VENTURIAN CORP. AND SUBSIDIARIESNOTES TO
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

NOTE A  BASIS OF PRESENTATION

The accompanying unaudited financial
statements have been prepared in accordance with the instructions in Regulation S-X
pursuant to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although management believes that the
disclosures are adequate to make the information presented not misleading.

In the opinion of management, the unaudited condensed financial
statements reflect all adjustments, which consist of only normal recurring accruals,
necessary to present a fair statement of the results of operations and financial position
for the periods presented. Results of operations for the interim periods are not
necessarily indicative of results for the full year.

NOTE B  INVENTORIES

Inventories are stated at the lower of
cost or market, principally using the specific identification method. A portion of Napcos
inventory is acquired on a speculative basis in varying quantities when it becomes
available for purchase. Napcos sales of this inventory may vary from the current
period to several years. It is the companys practice to classify this inventory,
which totaled $1,937,000 at September 30, 2000 and $1,992,000 at December 31, 1999,
within current assets. The companys obsolescence policy requires that purchases of
this inventory be written off if not sold after four years. The four-year period was
selected after a review of customers historical buying patterns and is reviewed
annually to determine whether the period continues to be appropriate.

NOTE C  LINES OF CREDIT

Napco has an agreement with a bank to
provide a $4,000,000 line of credit for international transactions and cash advances. The
agreement provides that cash or letter of credit advances be collateralized by the cash
surrender value of certain of the companys life insurance policies,

6



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certain accounts receivable and inventory, or a restricted cash balance.

Advances on the $4,000,000 line of credit bear interest at the banks
base rate. At September 30, 2000, approximately $398,000 was available for cash and
letter of credit advances pursuant to the agreement. At September 30, 2000, $1,955,000 in
cash advances were outstanding against this line of credit and approximately $1,647,000
in letter of credit advances were outstanding.

In June 2000, the company entered into an agreement with its bank
whereby the bank will lend up to $2,000,000, collateralized by the companys
warehouse facility. Advances on the line bear interest at the banks base rate plus
 .25 percent. At Septemeber 30, 2000, $2,000,000 was available for advances pursuant to
this agreement.

Napco has additional lines of credit available for international
transactions such as letters of credit and bid, performance and advance payment
guarantees on a transaction basis for which restricted cash balances are required.
Letters of credit issued by financial institutions, which were collateralized by a
restricted cash balance, totaled $25,000 as of September 30, 2000.

NOTE D  COMMITMENTS AND CONTINGENCIES

At September 30, 2000, the company had
performance and advance payment guarantees outstanding on various sales contracts
totaling $310,000. These guarantees were backed by insurance bonds, which do not require
cash collateral.

The company is subject to various legal proceedings in the
normal course of business. Management believes the outcome of these proceedings
will not have a material adverse effect on the companys financial position
or results of operations.

NOTE E  NET EARNINGS (LOSS) PER SHARE

The companys basic net earnings
(loss) per share amounts are computed by dividing net earnings (loss) by the weighted
average number of outstanding common shares. The companys diluted net earnings
(loss) per share is computed by dividing net earnings (loss), plus the interest expense
(net of tax) applicable to convertible debentures by the weighted average number of
outstanding common shares and common share equivalents relating to stock options and
convertible debentures, when dilutive.

7



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For the nine months ended September 30, 2000, 24,027 shares of
common stock equivalents were included in the computation of diluted net
earnings (loss) per share.

Options to purchase 263,615 and 158,097 shares of common stock
with a weighted average exercise price of $5.01 and $5.93 per share,
respectively, were outstanding for the three and nine months ended September 30,
2000, but were not included in the computation of diluted net earnings (loss)
per share because to do so would have been anti-dilutive. Additionally, 69,306
shares of common stock equivalents based on the assumed conversion of
convertible debentures were not included in the computation of diluted net
earnings (loss) per share for the three and nine months ended September 30, 2000
because to do so would have been anti-dilutive.

For the three and nine months ended September 30, 1999, 55,814
and 50,149 shares of common stock equivalents were included in the computation
of diluted net earnings (loss) per share. Options to purchase 44,110 and 72,893
shares of common stock with an average exercise price of $7.03 and $6.51 per
share were outstanding for the three and nine months ended September 30, 1999,
but were not included in the computation of diluted net earnings (loss) per
share because to do so would have been anti-dilutive. Additionally, 69,306
shares from the assumed conversion of convertible debentures at $7.27 per share
were not included in the computation of diluted net earnings (loss) per share
for the three and nine months ended September 30, 1999 because to do so would
have been anti-dilutive.

NOTE F  SHAREHOLDERS EQUITY

On February 10, 2000, the Board of
Directors authorized the repurchase of up to five percent of the companys then
outstanding shares of common stock. As of September 30, 2000, the company had repurchased
30,500 shares of common stock for $171,000. In October 2000, the company repurchased
15,000 additional shares of common stock for $60,000.

NOTE G  SEGMENT INFORMATION

During 2000 and 1999, the company had
one reportable segment: Napco defense-related products. Napco manufactures and supplies a
wide variety of defense-related products to governments and commercial customers around
the world. A substantial portion of Napcos sales are replacement parts for U.S.
made military and tracked vehicles.

8



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Major Customers

Sales to a customer in one foreign country accounted for
approximately 18 and 15 percent of Napcos sales for the nine months ended
September 30, 2000 and 1999. In general, the company considers Napcos
sales to customers in specific countries to be more relevant than sales to
individual foreign customers because the primary risks with respect to its
export sales relate to political decisions by the U.S. government, which could
prevent future sales to foreign nations, or monetary, military or economic
conditions in certain countries that may affect sales in such countries.

Sales to U.S. government agencies accounted for 27 percent of
Napcos sales for the nine months ended September 30, 2000.

NOTE H  INVESTMENT

On April 28, 2000, the company closed
on an agreement and plan of merger whereby its investment in Atio Corporation USA, Inc.
was converted into shares of CE Software Holdings, Inc. CE Software Holdings, Inc.
changed its name to Lightning Rod Software, Inc. and began trading under the Nasdaq
symbol LROD after completion of the merger. Venturian received 236,842 shares of LROD in
exchange for its existing investment in Atio Corporation USA, Inc., and purchased an
additional 148,900 shares of LROD in exchange for indebtedness of $155,000, $300,000 in
cash, and a promissory note payable to LROD in the amount of $510,000. The promissory
note was repaid as of June 30, 2000. The LROD shares are unregistered and subject to
customary trading restrictions. The investment has been recorded using the cost method.

9



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VENTURIAN CORP. AND SUBSIDIARIESMANAGEMENTS DISCUSSION AND
ANALYSIS OFTHE RESULTS OF OPERATIONS AND FINANCIAL CONDITIONSeptember 30, 2000 and
1999

Forward-looking statements contained in this Report on Form 10-Q
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. There are certain important factors that could
cause results to differ materially from those anticipated by the statements made
herein, certain of which are set forth herein. Investors are cautioned that all
forward-looking statements involve risks and uncertainty. Among the factors that
could cause actual results to differ materially are the following:

With respect to Napco International, one of the primary risks
relates to its export sales, which could be affected by political decisions by
the U.S. government, which could prevent future sales to foreign nations, or
monetary, military or economic conditions in certain countries that may affect
sales in such countries. Management believes that these risks are reduced by
Napcos wide geographic and product diversification. While historically
there has not been a reliance on one single customer, sales to U.S. government
agencies accounted for approximately 27 percent of net sales for the nine months
ended September 30, 2000. For the nine months ended September 30, 2000 and 1999,
sales to a customer in a foreign country accounted for 18 percent and 15 percent
of net sales. Other factors such as competition, the potential for labor
disputes and interruption in sources of supply also could cause results to
differ.

Results of Operations

Net Sales

Napco sales were $6,649,000 for the three months ended September
30, 2000, compared with approximately $5,164,000 for the three months ended
September 30 last year. For the nine months ended September 30, 2000, Napco
sales were $21,953,000, up approximately 23 percent from $17,902,000 for the
first three quarters of 1999. Management expected that third quarter and
year-to-date sales in 2000 would be higher than last year based on increased
backlog at the start of the year. Based on current backlog, management expects
higher sales to continue over the balance of 2000, compared with sales in 1999.
(See Backlog.)

10



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Costs of Products Sold

For the third quarter and nine months ended September 30, 2000,
cost of products sold was approximately 70 percent of net sales. For the same
periods a year ago, cost of products sold was 72 percent of net sales. Napco
markets a wide variety of defense-related products, with relatively high
variation in cost of products sold from product to product.

Operating Expenses

Napco operating expenses were $1,878,000 for the third quarter
of 2000, compared with $1,694,000 for the third quarter of 1999. On a
year-to-date basis, Napco operating expenses were $5,495,000 for the nine months
ended September 30, 2000, compared with $5,103,000 for the same period a year
ago.

Napco sales and marketing expenses were $976,000 and $743,000
for the three months ended September 30, 2000 and 1999. Year-to-date, sales and
marketing expenses were $2,677,000 in 2000, compared with $2,275,000 for the
first nine months of 1999. Commission expense included in sales and marketing
expense was $172,000 and $297,000 for the third quarter and first nine months of
2000, compared to $148,000 and $423,000 for the same periods in 1999. Excluding
commission expense, Napco sales and marketing expenses were $804,000 in the
third quarter of 2000, compared with $595,000 for the same period in 1999. For
the nine months, sales and marketing expenses excluding commission expense
increased to $2,380,000 in 2000, compared with $1,852,000 for the first nine
months of 1999. Exclusive of commission expense, sales and marketing expenses
increased during the three and nine months ended September 30, 2000 compared
with a year ago primarily due to higher costs for new product development as
well as due to higher consultant costs related to in-country representation to
increase sales.

Napco administrative expenses were $481,000 and $1,541,000 for
the third quarter and nine months ended September 30, compared with $483,000 and
$1,498,000 for the third quarter and nine months ended September 30, 1999.

Napco warehousing expense was $421,000 during the third quarter of 2000,
compared with $468,000 for the same period

11



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last year. Year-to-date warehousing expenses decreased slightly to
$1,277,000 in 2000, down from $1,330,000 for the first nine months ended September 30,
1999.

Corporate overhead expenses, included in administrative expense,
were $165,000 in the third quarter of 2000, compared with $165,000 for the same
period a year earlier. Year-to-date corporate overhead expenses were $474,000 in
2000 compared with $626,000 in 1999. Higher expense levels year-to-date last
year were mainly attributable to higher legal and consulting costs.

Operating Profit (Loss)

The company reported operating losses of $67,000 and $401,000
for the quarters ended September 30, 2000 and 1999, respectively. The company
reported a nine-month year-to-date operating profit of $689,000 in 2000,
compared with an operating loss of $784,000 for the same period in 1999.

Napco reported an operating profit of $98,000 for the quarter
ended September 30, 2000, compared with an operating loss of $236,000 for the
quarter ended September 30, 1999. Napco reported an operating profit of
$1,163,000 for the nine months ended September 30, 2000, compared with an
operating loss of $158,000 for the nine months ended September 30, 1999.
Improved results for both the quarter and year-to-date in 2000 are attributable
to the higher level of sales this year compared with a year ago.

Other Income (Expense)

Interest expense increased to $188,000 for the third quarter of
2000, compared with $148,000 for the same period in 1999. Interest expense was
$505,000 for the first half of 2000, compared with $440,000 for the first nine
months of last year. Higher interest expense this year was attributable to
increased borrowings against the companys line of credit.

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Income Taxes

The company recorded an income tax benefit of $18,000 and income
tax expense of $192,000 for the three and nine months ended September 30, 2000,
respectively. While the company had net operating loss carryforwards sufficient
to offset a substantial portion of its year-to-date taxable income in 2000,
income tax expense was attributable to alternative minimum tax. The company did
not record tax expense for the quarter and nine months ended September 30, 1999
as the company had net operating loss carryforwards sufficient to offset its
taxable income.

Backlog

Napcos backlog was $16,456,000 at September 30, 2000,
compared with $17,193,000 at September 30, 1999. Backlog at December 31, 1999
was $23,413,000, compared with backlog on December 31, 1998 of $12,266,000.
Year-end backlog can indicate the level of sales in the subsequent year.
Therefore, management expects that 2000 sales should increase over 1999 levels,
based on the December 31, 1999 backlog.

Financial Condition

The companys current ratio was 2.0 to one at September 30,
2000, compared with 2.2 to one at the end of 1999. Long-term debt at September
30, 2000 and December 31, 1999 was approximately 19 percent and 18 percent of
total assets. Cash and cash equivalents at September 30, 2000 were $276,000,
compared with $1,249,000 at December 31, 1999.

Napco has an agreement with a bank to provide a $4,000,000 line
of credit for international transactions and cash advances. The agreement
provides that cash or letter of credit advances be collateralized by the cash
surrender value of certain of the companys life insurance policies,
certain accounts receivable and inventory, or a restricted cash balance.

Advances on the $4,000,000 line of credit bear interest at the
banks base rate. At September 30, 2000, approximately $398,000 was
available for cash and letter of credit advances pursuant to the agreement. At
September 30, 2000, $1,955,000 in cash advances were outstanding against this
line of credit and approximately $1,647,000 in letter of credit advances were
outstanding.

13



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In June, the company entered into an agreement with its bank
whereby the bank will lend up to $2,000,000, collateralized by the
companys warehouse facility. Advances on the line bear interest at the
banks base rate plus .25 percent. At September 30, 2000, $2,000,000 was
available for advances pursuant to this agreement.

Napco has additional lines of credit available for international
transactions such as letters of credit and bid, performance and advance payment
guarantees on a transaction basis for which restricted cash balances are
required. Letters of credit issued by financial institutions, which were
collateralized by a restricted cash balance, totaled $25,000 as of September 30,
2000.

Management believes that the companys present cash
reserves and available credit should be sufficient to fund its operations and to
collateralize all international transactions. In addition, management has been
successful in obtaining insurance bonds with no collateral requirements for
certain of its international transactions rather than utilizing its traditional
bank lines of credit. The company has additional sources of funds in the form of
borrowings against life insurance policies or other non-current assets.

Inflation has not adversely affected the companys business
and financial performance. The company is not capital intensive and, therefore,
depreciation on a current cost basis would not significantly affect results. The
company is currently expanding its office/production facility at Napcos
International Precision Machining, Inc. (IPM) subsidiary. The estimated cost of
the building construction for the addition is $750,000 to $800,000. As of
September 30, 2000, the IPM has expended $642,000 in construction costs and has
construction commitments of approximately $117,000. IPM has a mortgage
commitment from its bank to finance the addition. The company had no other
material commitments for capital expenditures as of September 30, 2000.

On April 28, 2000, the company closed on an agreement and plan of merger
whereby its investment in Atio Corporation USA, Inc. was converted into shares of CE
Software Holdings, Inc. CE Software Holdings, Inc. changed its name to Lightning Rod
Software, Inc. and began trading under the Nasdaq symbol LROD after completion of the
merger. Venturian received 236,842 shares of LROD in exchange for its existing investment
in Atio Corporation USA, Inc., and purchased an additional 148,900 shares of LROD in
exchange for indebtedness of $155,000, $300,000 in cash, and a promissory note payable to
LROD in the amount of $510,000. The promissory note was repaid as of June 30, 2000. The
LROD

14



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shares are unregistered and subject to customary trading restrictions.
The market value of these shares at September 30, 2000 was $1,326,181.

Shareholder Information

On February 10, 2000, the Board of
Directors authorized the repurchase of up to five percent of the companys then
outstanding shares of common stock. As of September 30, 2000, the company had repurchased
30,500 shares of common stock for $171,000. In October 2000, the company repurchased
15,000 additional shares of common stock for $60,000.

On May 3, 2000, the company was
notified that the Nasdaq Listing Qualifications Panel determined to transfer the listing
of the companys common stock to The Nasdaq SmallCap Market(SM), based on the companys
non-compliance with Nasdaqs market value of public float requirement. On June 16,
2000, the company was notified that its stock had been approved for listing on the Nasdaq
SmallCap Market.

15



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# VENTURIAN CORP. AND SUBSIDIARIESPART  II
OTHER INFORMATION

# 

Item 6. Exhibits and Reports on Form 8-K

| | a)
Exhibits
| | -----------

| | Exhibit
27. Financial Data Schedule (for SEC use only)
| | ------------------------------------------------------

b) No report on Form 8-K was
filed during the quarter for which this report is filed.

16



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SIGNATURE

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, thereunto duly authorized.

| | VENTURIAN CORP. (Registrant)                                 
| | -------------------------------------------------------------
|
| | BY: /s/ Mary F. Jensen Mary F. Jensen Chief Financial Officer

Date:     November 13, 2000

17