UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---   EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001

                                       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 Number
 incorporation or organziation)

11111 Excelsior Boulevard, Hopkins, MN                      55343
--------------------------------------                      -----
(Address of principal executive offices)                 (Zip code)

Registrant's telephone number,
including area code                                   (952) 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:

$1.00 par value common shares                  Outstanding at August 8, 2001
                                               -----------------------------
                                                          1,300,839

<PAGE>



                        VENTURIAN CORP. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX




PART I.  Financial Information



         Item 1.

                  Consolidated Condensed Balance Sheets
                  June 30, 2001 and December 31, 2000                          3

                  Consolidated Condensed Statements of Operations
                  Three and six months ended June 30, 2001 and 2000            4

                  Consolidated Condensed Statements of Cash Flows
                  Six months ended June 30, 2001 and 2000                      5

                  Notes to Consolidated Condensed Financial
                  Statements                                                   6


         Item 2.

                  Management's Discussion and Analysis of
                  the Results of Operations and Financial Condition           11



PART II. Other information

         Item 6.  Exhibits and Reports on Form 8-K                            17



<PAGE>


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

                                                       June 30,    December 31,
                                                          2001           2000
                                                      -----------  -----------

Current assets
  Cash and cash equivalents                         $      414    $      232
  Restricted cash                                           28            28
  Marketable securities                                     --            84
  Accounts receivable, less allowance
    for doubtful accounts of $206
    in June 2001 and in December 2000                    6,224         7,522
  Inventories                                            4,447         4,382
  Prepaid expenses and other                               104           232
                                                    -----------   -----------

    Total current assets                                11,217        12,480

Property and equipment - at cost
  Buildings and improvements                             2,764         2,764
  Equipment                                              6,481         6,328
                                                    -----------   -----------
                                                         9,245         9,092
  Less accumulated depreciation and amortization         6,590         6,385
                                                    -----------   -----------
                                                         2,655         2,707
  Land                                                     230           230
                                                    -----------   -----------
                                                         2,885         2,937

Other assets
  Cash surrender value of life insurance, net            4,238         4,053
  Rental real estate, net                                2,799         2,892
  Restricted securities                                     --           214
  Other                                                    320           316
                                                    -----------   -----------
                                                         7,357         7,475
                                                    -----------   -----------

                                                    $   21,459    $   22,892
                                                    ===========   ===========

Liabilities and Shareholders' Equity
Current liabilities
  Bank overdraft                                    $      169    $      495
  Note payable to bank                                   2,605         1,454
  Current maturities of long-term debt                     156           156
  Accounts payable                                       1,782         2,374
  Advances from customers                                   45            72
  Accrued liabilities                                    1,185         1,519
                                                    -----------   -----------

    Total current liabilities                            5,942         6,070

Long-term debt, less current maturities                  4,602         4,690

Deferred compensation and postretirement benefits        1,668         1,755

Commitments and contingencies                               --            --

Shareholders' equity
  Common stock - $1 par value                            1,301         1,298
  Additional contributed capital                        15,750        15,741
  Accumulated deficit                                   (7,804)       (6,381)
  Accumulated other comphrensive loss                       --          (281)
                                                    -----------   -----------
                                                         9,247        10,377
                                                    -----------   -----------

                                                    $   21,459    $   22,892
                                                    ===========   ===========


        The accompanying notes are an integral part of these statements.


<PAGE>

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


<TABLE>
<CAPTION>
                                                           Three months ended          Six months ended
                                                                 June 30,                  June 30,
                                                       ------------------------    ------------------------
                                                          2001          2000          2001          2000
                                                       ----------    ----------    ----------    ----------

<S>                                                    <C>           <C>           <C>           <C>
Net sales                                              $    5,724    $    8,300    $   11,333    $   15,392

Cost of products sold                                       4,021         5,579         8,050        10,710
                                                       ----------    ----------    ----------    ----------

  Gross profit                                              1,703         2,721         3,283         4,682

Operating expenses
  Sales and marketing                                         776           885         1,620         1,701
  Administrative                                              810           689         1,494         1,369
  Warehousing                                                 394           396           841           856
                                                       ----------    ----------    ----------    ----------

    Total operating expenses                                1,980         1,970         3,955         3,926
                                                       ----------    ----------    ----------    ----------

Operating profit (loss)                                      (277)          751          (672)          756

Other income (expense)
  Interest income                                               2             3             7            17
  Interest expense                                           (189)         (172)         (390)         (317)
  Rental income, net of expenses                              146           219           211           376
  Write-down of marketable and restricted securities         (579)           --          (579)           --
  Other                                                        --           (42)           --           (42)
                                                       ----------    ----------    ----------    ----------

                                                             (620)            8          (751)           34
                                                       ----------    ----------    ----------    ----------

Earnings (loss) before income taxes                          (897)          759        (1,423)          790

Income taxes                                                   --           210            --           210
                                                       ----------    ----------    ----------    ----------

Net earnings (loss)                                    $     (897)   $      549    $   (1,423)   $      580
                                                       ==========    ==========    ==========    ==========

Net earnings (loss) per share - Basic                  $     (.69)   $      .42    $    (1.10)   $      .44
                                                       ==========    ==========    ==========    ==========

Net earnings (loss) per share - Diluted                $     (.69)   $      .41    $    (1.10)   $      .43
                                                       ==========    ==========    ==========    ==========

Weighted average shares outstanding
  Basic                                                 1,297,648     1,314,105     1,297,593     1,322,979
  Diluted                                               1,297,648     1,337,650     1,297,593     1,351,320
</TABLE>


        The accompanying notes are an integral part of these statements.



<PAGE>

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

                                                                  Six months ended
                                                                       June 30,
                                                                 2001          2000
                                                             ----------    ----------

<S>                                                          <C>           <C>
  Cash flows from operating activities:
    Net earnings (loss)                                      ($   1,423)   $      580
    Adjustments to reconcile net earnings (loss) to net
      cash used in operating activities:
        Depreciation and amortization                               298           280
        Write-down of marketable and restricted securities          579            --
        Change in assets and liabilities:
          Accounts receivable                                     1,298          (889)
          Inventories                                               (65)        1,556
          Restricted cash                                            --           517
          Prepaid expenses and other                                128           122
          Accounts payable                                         (592)         (205)
          Advances from customers                                   (27)       (2,126)
          Accrued liabilities                                      (334)          (56)
          Deferred compensation and
            postretirement benefits                                  81            82
          Payments on deferred compensation
           and postretirement benefits                             (168)         (195)
                                                             ----------    ----------
        Total adjustments                                         1,198          (914)
                                                             ----------    ----------
  Net cash used in operating activities                            (225)         (334)

Cash flows from investing activities:
  Proceeds from sales of marketable securities                       --           402
  Purchase of property and equipment                               (153)         (341)
  Purchase of investment                                             --          (965)
  Increase in cash surrender value                                 (185)         (157)
  Other                                                              (4)            4
                                                             ----------    ----------

  Net cash used in investing activities                            (342)       (1,057)

Cash flows from financing activities
  Bank overdraft                                                   (326)           (2)
  Net proceeds from line of credit                                1,151           550
  Payments on long-term debt                                        (88)         (169)
  Proceeds from long-term debt                                       --           175
  Proceeds from issuance of common stock                             12            12
  Purchases of common stock                                          --          (171)
                                                             ----------    ----------

  Net cash provided by financing activities                         749           395
                                                             ----------    ----------


Net increase (decrease) in cash and cash equivalents                182          (996)
Beginning cash and cash equivalents                                 232         1,249
                                                             ----------    ----------

Ending cash and cash equivalents                             $      414    $      253
                                                             ==========    ==========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                 $      296    $      236
</TABLE>


        The accompanying notes are an integral part of these statements.



<PAGE>





                        VENTURIAN CORP. AND SUBSIDIARIES
              NOTES 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 accounting principles generally accepted in the United States of
America 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 fairly 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 $2,308,000 at June 30, 2001 and $2,373,000 at December 31, 2000, 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 - MARKETABLE AND RESTRICTED SECURITIES

         The company owns 385,742 shares of Lightning Rod Software, Inc. (LROD)
common stock, which is traded on the Nasdaq SmallCap Market. On August 1, 2001,
LROD announced that it does not have the resources to continue operations
because a significant customer had not exercised an option to acquire a fully
paid-up software license from LROD. As a

<PAGE>


result, the company has written off the remaining value of marketable and
restricted securities since it is unlikely that the company will receive any
funds from the wind down and dissolution of LROD operations. The other than
temporary write-down totaled $579,000 for the three and six months ended June
30, 2001.


NOTE D - LINES OF CREDIT

         Napco has an agreement with a bank to provide a $5,000,000 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 and bear interest on
advances at the bank's base rate. The agreement terminates on September 30,
2001. At June 30, 2001, approximately $1,882,000 was available for cash and
letter of credit advances pursuant to the agreement. Cash advances totaling
$1,255,000 were outstanding at June 30, 2001 and approximately $1,863,000 in
letter of credit advances were outstanding.

Napco also has a $2,000,000 line of credit available for cash advances with this
bank, which it entered into on June 30, 2000. Borrowings under this line of
credit are collateralized by certain of the company's real estate and bear
interest at .25 percent over the bank's base rate. Cash advances of $1,350,000
were outstanding as of June 30, 2001, with $650,000 available for cash advances.
The agreement terminates on September 30, 2001.

The agreement related to these lines of credit includes certain restrictive
covenants regarding tangible net worth, leverage ratio and cash flow. The
company was in compliance or received a waiver for non-compliance with these
covenants as of June 30, 2001.

If the transactions described in Note I, "Subsequent Events," below, do not
occur, management expects to renew these agreements under similar terms and
conditions.

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 $28,000 as of June 30, 2001.




<PAGE>


NOTE E - COMMITMENTS AND CONTINGENCIES

         At June 30, 2001, 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 F - INCOME TAXES

         The company did not record an income tax benefit for the three and six
months ended June 30, 2001 because the company was unable to carryback the loss,
the company cannot conclude that it is more likely than not that it will be
realized in the future.


NOTE G - 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.

For the three and six months ended June 30, 2001, options to purchase 253,715
and 255,365 shares of common stock with a weighted average exercise price of
$5.06 and $5.05 per share were outstanding, but were not included in the
computation of diluted net earnings (loss) per share because to do so would have
been anti-dilutive. Additionally, 69,305 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 six months ended June
30, 2001 because to do so would have been anti-dilutive.


For the three and six months ended June 30, 2000, 23,545 and 28,341 shares of
common stock equivalents were included in the computation of diluted net
earnings (loss) per share. Options to purchase 170,690 and 151,290 shares of
common stock with a weighted average exercise price of $5.85 and $5.99 per
share, respectively, were outstanding for the three and six months ended June
30, 2000, but were not


<PAGE>


included in the computation of diluted net earnings (loss) per share because to
do so would have been anti-dilutive. Additionally, 69,305 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 six months ended June 30, 2000 because to do so would have been
anti-dilutive.


NOTE H - SEGMENT INFORMATION

         During 2001 and 2000, 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.

MAJOR CUSTOMERS

Sales to a customer in one foreign country accounted for approximately 26
percent and 16 percent of Napco's sales for the six months ended June 30, 2001
and 2000. 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 less than 10 percent and 43
percent of Napco's sales for the six months ended June 30, 2001 and 2000.


NOTE I - SIGNIFICANT EVENTS

         On April 5, 2001, the Board of Directors of the company received a
revised proposal from a stockholder group headed by Gary B. Rappaport,
Venturian's Chairman and Chief Executive Officer that would result in
shareholders of the company receiving $5.00 per share for their shares in
Venturian Corp. On December 27, 2000, a group headed by Rappaport had offered
$3.00 per share to outside shareholders to take the company private. The earlier
offer was submitted to an Independent Special Committee to advise the board on
the fairness of the offer, and the Special Committee retained the
investment-banking firm of Dougherty & Company LLC to assist them.

The publication of the earlier offer elicited an unsolicited proposal from JATA
LLC to buy substantially all of the assets of Venturian Corp's Napco
International, Inc. subsidiary for a purchase price (in addition to the


<PAGE>


assumption of Napco's liabilities) resulting in net proceeds to Napco of
approximately $2.6 million (approximately $2.00 per share). On the basis of this
proposal, the group led by Rappaport increased its offer to $5.00 per share.

The Rappaport group formed Venturian Holdings LLC to merge with Venturian Corp.,
as a result of which merger the outside shareholders would receive $5 per share
and Venturian Holdings LLC would receive Venturian's residual assets, which
consist primarily of real estate in Hopkins, Minnesota and other non-operating
assets, including its 11% stake in publicly traded Lightning Rod Software, which
has been written off (see Note C), subject to the liabilities of Venturian Corp.
and its subsidiaries not being assumed by JATA LLC.

In addition to Rappaport, the stockholder group includes Jon Kutler (a former
Venturian Corp. director) and an entity which he controls, Melissa Rappaport,
another director of Venturian Corp. and daughter of Gary Rappaport, and other
members of the Rappaport family and others.

Approximately 45 percent of Venturian's 1.3 million outstanding shares of common
stock are committed to vote to approve the transactions.

Venturian's stock closed at $2.88 on April 5, 2001, and $1.62 on December 26th,
2000, prior to the announcement of the original offer.

On April 11, 2001, the company announced that its Board of Directors approved
the revised proposal. The Board acted on the recommendation of an independent
special committee formed to advise the Board on the fairness of the proposal,
and on the opinion of Dougherty & Company LLC, the investment banking firm
retained by the special committee, that the amount to be paid to the
shareholders pursuant to the proposal is fair, from a financial point of view,
to those shareholders.

Closing of the transaction is subject to the approval of the stockholders
holding a majority of the Company's stock. Consummation of the transaction would
also be subject to the closing of the sale of the assets of Napco International
Inc. to JATA LLC, and to holders of fewer than 10% of the outstanding common
stock asserting dissenter's rights. There are no financing contingencies to the
proposed offer.

The company has established August 8, 2001 as the record date for a
shareholders' meeting to vote on the proposed transactions. The record date and
subsequent meeting date are contingent upon approval of proxy materials
submitted by the company to the Securities and Exchange Commission.

<PAGE>



                        VENTURIAN CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                             June 30, 2001 and 2000


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
less than 10 percent and 43 percent of net sales for the six months ended June
30, 2001 and 2000. For the six months ended June 30, 2001 and 2000, sales to a
customer in one foreign country accounted for 26 percent and 16 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

Net sales decreased to $5,724,000 in the second quarter of 2001, compared with
net sales of $8,300,000 for the same period last year. For the first six months
of 2001, sales of $11,333,000 were down approximately 26 percent from sales of
$15,392,000 for the first six months of 2000. Based on backlog of $12,932,000 at
December 31, 2000, management expects that sales in 2001 should decrease over
the balance of the year compared with sales in 2000 when beginning backlog was
significantly higher (see Backlog). During last year's first quarter and six
months, net sales included shipments of $2,253,000 and $4,399,000 against an
order from


<PAGE>


the U.S. government totaling $4.5 million for upgrade kits for the M113 armored
personnel carrier.

Cost of Products Sold

Cost of products sold was 70.2 percent of net sales for the second quarter of
2001, compared with 67.2 percent of net sales for the second quarter a year ago.
For the six months ended June 30, 2001 and 2000, cost of products sold was 71.0
percent and 69.5 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

Consolidated operating expenses were $1,980,000 and $1,970,000 for the three
months ended June 30, 2001 and 2000. For the six months ended June 30, 2001 and
2000, consolidated operating expenses were $3,955,000 and $3,926,000.

Napco operating expenses were $1,545,000 for second quarter of 2001, compared to
$1,840,000 for the second quarter a year ago. Napco operating expenses were
$3,283,000 for the first six months of 2001, compared to $3,617,000 for the same
period last year.

Napco sales and marketing expenses were $776,000 and $885,000 for the quarters
ended June 30, 2001 and 2000. Year-to-date, Napco sales and marketing expenses
were $1,620,000 in 2001, compared with $1,701,000 in 2000. Commission expense
included in sales and marketing expense was $104,000 and $172,000, or 1.8 and
1.5 percent of Napco sales for the three and six months ended June 30, 2001,
compared with $50,000 and $125,000, or less than 1 percent of Napco sales for
the same periods in 2000. A year ago, commission expense was lower due to a
higher portion of net sales to the U.S. government, on which no commission is
paid. Excluding commission expense, sales and marketing expense was $672,000 and
$1,448,000 for the quarter and six months ended June 30, 2001, compared with
$835,000 and $1,576,000 for the quarter and first six months last year. Sales
and marketing expenses decreased due to a number of factors. In general, sales
and marketing expenses have decreased due to the company's efforts to reduce
costs in response to the decline in sales. However, outside office expenses
incurred in countries where commissions are not paid were up in 2001, due to
representation in certain areas where Napco has been successful in obtaining new
business.

Napco administrative expenses were $375,000 for the quarter ended June 30, 2001,
compared to $559,000 for the same


<PAGE>


period a year ago. Year-to-date, Napco administrative expenses were $822,000 in
2001 and $1,060,000 in 2000. In general, administrative expenses have been
reduced in response to lower sales.

Napco warehousing expenses totaled $394,000 in the second quarter this year,
compared with $396,000 for the same period a year ago. Napco warehousing
expenses totaled $841,000 for the first six months of 2001, compared with
$856,000 for the first six months of last year. The company has effected cost
reductions in the warehousing area, but these have been offset by costs
associated with an inventory scrap program designed to reduce certain
warehousing costs in the long term.

Corporate overhead expenses, included in administrative expense, were $436,000
and $130,000 for the three months ended June 30, 2001 and 2000. For the first
six months of 2001, corporate overhead expenses increased to $673,000, from
$309,000 for the first six months of 2000. Corporate overhead expenses increased
this year due to higher legal and other fees related to the offer received by
the board of directors from the company's chairman and a group of other
stockholders to take the company private, and also, in connection with the
proposed sale of Venturian's Napco subsidiary (see Note I).


Operating Profit (Loss)

The company reported an operating loss of $277,000 for the second quarter of
2001, compared with an operating profit of $751,000 for the same quarter last
year.

Napco reported operating profit of $156,000 for the second quarter ended June
30, 2001, compared with an operating profit of $881,000 for second quarter last
year. The decrease in sales was the primary reason for lower operating profits
in this year's second quarter. Year-to-date as of June 30, 2001, Napco reported
an operating loss of $1,000, compared with a year-to-date operating profit of
$1,065,000 in 2000.


Other Income (Expense)

Rental income, net of expenses, was $146,000 and $219,000 for the second quarter
ended June 30, 2001 and 2000. For the first six months, rental income, net of
expenses, was $211,000 and $376,000 in 2001 and 2000. The decrease in rental
income compared with last year was attributable to higher utilities and
maintenance costs in 2001. Last year, utilities costs were low due to a very
mild winter season.


<PAGE>


Interest expense increased in the second quarter and year-to-date in 2001 as a
result of higher borrowing levels this year. Borrowing costs were higher than
anticipated due to a delay in the collection of certain accounts receivable.


The company owns 385,742 shares of Lightning Rod Software, Inc. (LROD) common
stock, which is traded on the Nasdaq SmallCap Market. On August 1, 2001, LROD
announced that it does not have the resources to continue operations because a
significant customer had not exercised an option to acquire a fully paid-up
software license from LROD. As a result, the company has written off the
remaining value of marketable and restricted securities since it is unlikely
that the company will receive any funds from the wind down and dissolution of
LROD operations. The other than temporary write-down totaled $579,000 for the
three and six months ended June 30, 2001.


Income Taxes

The company did not record an income tax benefit for the three and six months
ended June 30, 2001 because the company was unable to carryback the loss, as
management cannot conclude that it is more likely than not that the benefit will
be realized in the future.

The company recorded income tax expense of $210,000 for the three and six months
ended June 30, 2000. While the company had net operating loss carryforwards
sufficient to offset a substantial portion of its taxable income in 2000, income
tax expense was attributable to alternative minimum tax.


Backlog

Napco's backlog was $12,990,000 at June 30, 2001, compared with $19,318,000 at
June 30, 2000. Backlog at the beginning of 2001 was $12,932,000, compared with
$23,413,000 at the start of 2000. Beginning backlog can indicate the level of
sales in a given year. Therefore, management expects that 2001 sales should
decrease from 2000 levels based on December 31, 2000 backlog.



FINANCIAL CONDITION

The company's current ratio was 1.9 to one at June 30, 2001, compared with 2.1
to one at the end of 2000. Long-term debt at June 30, 2001 and December 31, 2000
was approximately 21

<PAGE>


and 20 percent of total assets. Cash and cash equivalents at June 30, 2001
increased to $414,000, compared with $232,000 at December 31, 2000.

Napco has an agreement with a bank to provide a $5,000,000 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 and bear interest on advances at the
bank's base rate. The agreement terminates on September 30, 2001. At June 30,
2001, approximately $1,882,000 was available for cash and letter of credit
advances pursuant to the agreement. Cash advances totaling $1,255,000 were
outstanding at June 30, 2001 and approximately $1,863,000 in letter of credit
advances were outstanding.

Napco also has a $2,000,000 line of credit available for cash advances with this
bank, which it entered into on June 30, 2000. Borrowings under this line of
credit are collateralized by certain of the company's real estate and bear
interest at .25 percent over the bank's base rate. Cash advances of $1,350,000
were outstanding as of June 30, 2001, with $650,000 available for cash advances.
The agreement terminates on September 30, 2001.

The agreement related to these lines of credit includes certain restrictive
covenants regarding tangible net worth, leverage ratio and cash flow. The
company was in compliance or received a waiver for non-compliance with these
covenants as of June 30, 2001.

If the transactions described under "Shareholder Information," below, do not
occur, management expects to renew these agreements under similar terms and
conditions.

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 $28,000 as of June 30, 2001.

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. The company has additional sources of funds in the
form of borrowings against life insurance policies or other non-current assets.

<PAGE>


         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 had no material commitments for capital expenditures as of June 30,
2001.


SHAREHOLDER INFORMATION

On April 5, 2001, the Board of Directors of the company received a revised
proposal from a stockholder group headed by Gary B. Rappaport, Venturian's
Chairman and Chief Executive Officer, that would result in shareholders of the
company receiving $5.00 per share for their shares in Venturian Corp. On
December 27, 2000, a group headed by Rappaport had offered $3.00 per share to
outside shareholders to take the company private. The earlier offer was
submitted to an Independent Special Committee to advise the board on the
fairness of the offer, and the Special Committee retained the investment-banking
firm of Dougherty & Company LLC to assist them.

The publication of the earlier offer elicited an unsolicited proposal from JATA
LLC to buy substantially all of the assets of Venturian Corp's Napco
International, Inc. subsidiary for a purchase price (in addition to the
assumption of Napco's liabilities) resulting in net proceeds to Napco of
approximately $2.6 million (approximately $2.00 per share). On the basis of this
proposal, the group led by Rappaport increased its offer to $5.00 per share.

The Rappaport group formed Venturian Holdings LLC to merge with Venturian Corp.,
as a result of which merger the outside shareholders would receive $5 per share
and Venturian Holdings LLC would receive Venturian's residual assets, which
consist primarily of real estate in Hopkins, Minnesota and other non-operating
assets, including its 11% stake in publicly traded Lightning Rod Software, which
has now been written-off (see Note C), subject to the liabilities of Venturian
Corp. and its subsidiaries not being assumed by JATA LLC.

In addition to Rappaport, the stockholder group includes Jon Kutler (a former
Venturian Corp. director) and an entity that he controls, Melissa Rappaport,
another director of Venturian Corp. and the daughter of Gary Rappaport, other
members of the Rappaport family and others.

Approximately 45 percent of Venturian's 1.3 million outstanding shares of common
stock are committed to vote to approve the transactions.


<PAGE>


Venturian's stock closed at $2.88 on April 5, 2001, and $1.62 on December 26th,
2000, prior to the announcement of the original offer.

On April 11, 2001, the company announced that its Board of Directors approved
the revised proposal. The Board acted on the recommendation of an independent
special committee formed to advise the Board on the fairness of the proposal,
and on the opinion of Dougherty & Company LLC, the investment banking firm
retained by the special committee, that the amount to be paid to the
shareholders pursuant to the proposal is fair, from a financial point of view,
to those shareholders.

Closing of the transaction is subject to the approval of the stockholders
holding a majority of the Company's stock. Consummation of the transaction would
also be subject to the closing of the sale of the assets of Napco International
Inc. to JATA LLC, and to holders of fewer than 10% of the outstanding common
stock asserting dissenter's rights. There are no financing contingencies to the
proposed offer.

The company has established August 8, 2001 as the record date for a
shareholders' meeting to vote on the proposed transactions. The record date and
subsequent meeting date are contingent upon approval of proxy materials
submitted by the company to the Securities and Exchange Commission.



<PAGE>


                        VENTURIAN CORP. AND SUBSIDIARIES
                                     PART II
                                OTHER INFORMATION






Item 6.  Exhibits and Reports on Form 8-K

         a) Exhibits

              None.

         b) The following Form 8-K's were filed during the quarter for which
            this report is filed and subsequent to the end of the quarter but
            prior to the filing of this Form 10Q.


              1) Form 8-K filed on April 12, 2001.

The Company reported that its Board of Directors received a revised proposal
from a stockholder group headed by Gary B. Rappaport, Venturian's Chairman and
Chief Executive Officer that would result in shareholders of the Company
receiving $5.00 per share for their shares in Venturian Corp.

              2) Form 8-K filed on April 12, 2001.

The Company reported that its Board of Directors approved a revised proposal
from a stockholder group headed by Gary B. Rappaport, Venturian's Chairman and
Chief Executive Officer, that would result in the public shareholders (those not
in the stockholder group) of the Company receiving $5.00 per share for their
shares in Venturian Corp. The Board acted on the recommendation of an
independent special committee formed to advise the Board on the fairness of the
proposal, and on the opinion of Dougherty & Company LLC, an investment banking
firm retained by the special committee, that the amount to be paid to the public
shareholders pursuant to the proposal is fair, from a financial point of view,
to those public shareholders.



<PAGE>


                                    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:    August 8, 2001