United States
                       Securities and Exchange Commission
                             Washington, D. C. 20547

                                    FORM 10-K

[X]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended October 1, 2000.

                                       or

[ ]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the transition  period from  _____________________
     to _____________________.

                         Commission File number: 0-22048

                              STARCRAFT CORPORATION
             (Exact name of Registrant as specified in its charter)

               Indiana                                        34-1817634
    (State or other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                       Identification No.)

      Post Office Box 1903, 2703 College Avenue, Goshen, Indiana 46527-1903
                    (Address of Principal Executive Offices)

        Registrant's telephone number including area code: (219) 533-1105

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, without par value
                          Common Share Purchase Rights
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of December 21, 2000, was $11,011,683.

The  number of shares of the  Registrant's  Common  stock,  without  par  value,
outstanding as of December 22, 2000, was 4,245,059 shares.


<PAGE>



                              STARCRAFT CORPORATION
                                    Form 10-K
                                      Index

                                     PART 1

Item 1.    Business
Item 2.    Properties
Item 3.    Legal Proceedings

Item 4.    Submission of Matters to a Vote of Security Holders

                              PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters
Item 6.    Selected Financial Data
Item 7.    Management's  Discussion  and  Analysis  of  Financial  Condition and
           Results of Operations
Item 7a.   Quantitative and Qualitative Disclosures About Market Risk
Item 8.    Financial Statements and Supplementary Data
Item 9.    Changes  in and  Disagreements  with  Accountants  on  Accounting and
           Financial Disclosure

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant
Item 11.   Executive Compensation
Item 12.   Security Ownership of Certain Beneficial Owners and Management
Item 13.   Certain Relationships and Related Transactions

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on form 8-K.

           Signatures


<PAGE>



                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

Starcraft  Corporation (the "Company"),  an Indiana corporation founded in 1990,
is a manufacturer of second-stage, custom vehicles. The business is comprised of
three  segments;  conversion  vehicles,  bus and mobility  vehicles,  and direct
Original Equipment  Manufacturer ("OEM") automotive supply.  Conversion vehicles
include conversion vans, pickup trucks and sport utility vehicles.  Second stage
represents the  manufacturing  completion of incomplete  (first stage)  vehicles
from the OEMs.

BACKGROUND

Starcraft  traces its  history  to 1903 when Star Tank  Company  was  founded in
Goshen,  Indiana  as a maker of metal  farm  equipment.  Over the  course of the
century the  Company's  predecessor  became a leading  manufacturer  of aluminum
boats and  recreational  vehicles  and, in the late 1970's,  led the  automotive
conversion  industry by producing  luxury van  conversions  for middle and upper
income consumers.  In 1987, the predecessor's  management  completed a leveraged
buyout and, in 1988, sold the boat manufacturing  business. On January 18, 1991,
the Company  purchased the assets of the  automotive  and  recreational  vehicle
divisions,  and simultaneously sold the recreational vehicle division to a third
party.

In July 1994, the Company acquired  substantially  all of the assets of Imperial
Industries, Inc., another conversion vehicle manufacturer. In February 1997, the
Company  purchased  the assets of  National  Mobility  Corporation  in  Elkhart,
Indiana, a manufacturer of vehicles for the mobility impaired.  In October 1997,
the  Company  started an OEM  automotive  supply  business  with a partner.  The
primary purpose of this business is to supply  conversion  vehicles  directly to
the Big 3 automakers.  In February 1998, the Company started  manufacturing  and
marketing  commercial shuttle buses. In May 2000, the Company entered the School
Bus market through an exclusive  agreement with  DaimlerChrysler  to manufacture
and sell School Vans.

The Company  became a public  company in July 1993 and its shares are  currently
trading on the NASDAQ Small Cap Market.

SEGMENTS

The following  table sets forth for the three years ended  October 1, 2000,  the
net sales and operating income (loss) for the Company's operating  segments,  in
thousands,

                                                    Net Sales
                                ------------------------------------------------

                                    2000               1999            1998
                                    ----               ----            ----
 Conversion vehicles             $    36,907        $   46,494       $ 48,916
 Bus and mobility vehicles            17,272            10,310          4,176
 OEM automotive supply                73,162            32,700              0
                                 -----------        ----------       --------
             Total               $   127,341        $   89,504       $ 53,092
                                 ===========        ==========       ========


                                            Operating Segment Income (Loss)

                                    2000               1999            1998
                                    ----               ----            ----
 Conversion vehicles             $    (8,800)       $      557       $ (3,422)
 Bus and mobility vehicles               958              (286)           223
 OEM automotive supply                 5,467             3,240           (488)
                                ------------        ----------       --------
             Total               $    (2,375)       $    3,511       $ (3,687)
                                ============        ==========       ========






The following  provides a reconciliation of segment  information to consolidated
information.

                                    2000               1999            1998
                                    ----               ----            ----
 Operating segment income (loss) $    (2,375)       $    3,511       $ (3,687)
 Nonoperating expense                 (1,364)           (1,115)          (792)
 Income tax (expense)credit             (439)               51             79
 Unallocated corporate expenses        ( 169)           (1,925)        (2,359)
                                 -----------        ----------       --------
             Net income (loss)   $    (4,347)       $      522       $ (6,759)
                                 ===========        ==========       ========


Conversion Vehicles

The Company  manufactures  conversion  vehicles on a variety of GMC,  Chevrolet,
Ford and Dodge ("OEM")  chassis.  The Company receives chassis directly from the
OEM's  which  generally  have  no  seats,   floor  covering  or  other  interior
components.  The Company  modifies  the  exterior and interior of the chassis by
adding  seats,  carpeting,  electronics,  running  boards  and other  items that
enhance  passenger  comfort  and  safety.   Conversion  vehicles  are  sold  and
distributed through OEM automobile dealers.

A summary of sales by chassis type follows (000's):

                                    2000               1999            1998
                                    ----               -----           ----
 Fullsize vans                   $    26,408        $   34,915       $ 33,934
 Minivans                              6,317             6,265          9,482
 Sport utility vehicles                   73             1,528          1,566
 Pickup trucks                           497               103            747
 Parts                                 3,612             3,683          3,187
                                 -----------        ----------       --------
                                 $    36,907        $   46,494       $ 48,916
                                 ===========        ==========       ========

The Company sells conversion  vehicles to approximately  400 automobile  dealers
throughout the continental U.S. and internationally. The product is sold through
a  network  of  regional   exclusive   sales   representatives   and   associate
representatives.  Each of its U.S.  dealers is an authorized  dealer for General
Motors,  Ford or Chrysler and most sell and service a full  complement  of cars,
sport utility vehicles and vans. During the past two years, the geographic areas
of the U.S.  where the  company's  sales have been  strongest  include the Great
Lakes region (i.e., Illinois,  Indiana, Michigan, Ohio),  Pennsylvania,  and New
York.

The Company  exports  conversion  vehicles to 12 countries  around the world and
employs an  international  department  which is exclusively  responsible for the
development of such sales. International sales fluctuate from country to country
and over time depending on import taxes and tariffs and fluctuations in currency
exchange  rates  as well  as  local  economic  conditions.  Starcraft's  primary
overseas  markets are Japan and  northern  Europe.  The increase in the value of
U.S.  currency and turmoil in Asian financial  markets have negatively  impacted
the company's international sales over the last few years.

The Company  believes the Starcraft name has a  long-standing  reputation in the
conversion vehicle industry for high quality and innovation.

The Company maintains two primary brands.  The Starcraft line features high-end,
luxury  custom  vehicles  while the Imperial  brand  competes in the entry level
segment of the market. Typical manufacturer suggested retail price (MSRP) to the
retail  consumer,  including the chassis,  from the automotive  dealer generally
ranges from $34,000 to $52,000 for the Starcraft line and $24,000 to $39,000 for
the Imperial line. Retail mark-ups vary widely among automotive  dealers and are
not within the Company's control.

The  Company's  conversion  vehicle sales do not include the cost of the chassis
(see Chassis and Other Suppliers).  The Company's  average  conversion van sales
price to the  dealer was  $7,114,  $6,930,  and  $6,250 in 2000,  1999 and 1998,
respectively.

According  to  the  Recreational  Vehicle  Industry  Association,  domestic  Van
Conversion  products sold by  manufacturers  during the three  preceding  fiscal
years are as follows:

                                    2000               1999            1998
                                    ----               ----            ----
  Industry unit sales                126,400           156,400        148,700
  Change from prior year              (19.2%)             5.2%         (23.7%)

Approximately  66% of the  decline in sales from  manufacturers  occurred in the
second  half of the year.  RVIA  statistics  are based on  reports of its member
manufacturers  and its estimates with respect to non-member  manufacturers.  The
Company  believes RVIA members produce 85% - 90% of conversion  vehicles sold in
the United States.

Further,   according  to  R.L.  Polk,   full  size  and  mid  size  van  vehicle
registrations, an indicator of actual consumer demand, declined 13.8% during the
year ended  September  30, 2000.  All of the decrease in demand  occurred in the
second half of the year.

The domestic  conversion  vehicle  industry has declined  steadily over the last
several  years.  The Company  believes  that the  increased  popularity of sport
utility vehicles and factory minivans, price pressure from higher chassis costs,
less  favorable  leasing  terms  and OEM  rebates  available  compared  to other
competing  products,  lower levels of conversion  inventory being held on dealer
lots,  higher interest rates and gasoline prices,  and fewer automotive  dealers
selling  conversion  vehicles have  adversely  impacted the market.  The Company
believes  that  the  changing  level of  dealer  support  is due to the  growing
availability of additional vehicle models to stock on dealer retail lots such as
sport utility  vehicles and a general concern by dealers about the future of the
conversion vehicle industry.

The  United  States  conversion  vehicle  market is very  competitive  with four
principal national manufacturers and numerous local and regional  manufacturers,
many of which are relatively small companies serving local dealers.  The Company
estimates it has  approximately  50  competitors in the Conversion Van business.
Based on monthly or quarterly  reports from each of the OEMs that show  relative
volume  rankings,  the Company  believes it is one of the four  largest  vehicle
conversion  companies in the United States. The others are Glaval Inc., Mark III
Industries, Inc. and Explorer Van Company.

The  Company  believes  the number of  competitors  will  decline  as  increased
quality,  financial and engineering  standards are imposed by the OEMs. The OEMs
have implemented quality and engineering reviews, including system checks at the
conversion  companies and direct retail customer  quality  checks.  In addition,
specific financial  requirements,  including minimum volume  requirements,  have
been imposed by the OEMs. The penalty for not complying  with such  requirements
results in the loss of the conversion  company's  bailment agreement and ability
to receive chassis from the OEMs. Such requirements have been tightened over the
last few years resulting in a reduction of conversion vehicle manufacturers.

The Company is the leading  exporter of  conversion  vehicles.  Of the Company's
2000 export sales of $10.4  million,  37% and 54% of export sales were to Europe
and Japan,  respectively.  The Company utilizes various distributors  throughout
Europe  and one  distributor  in Japan to sell its  products.  In  international
markets,  the Company competes with numerous foreign  manufacturers that produce
comparable  conversion  vehicles,  although  conversion  vehicles  such  as  the
Company's tend not to be widely produced within its foreign markets.

The increase in the U.S. dollar  currency rate has put  significant  pressure on
the Company's  export sales.  In addition,  the continuing  turmoil in the Asian
financial  markets and  economies  have  negatively  impacted the demand for the
Company's  products.  In 2000 the Company shipped conversion kits to start a van
conversion operation in Mexico.

Although the Company's  conversions of sport utility  vehicles and pickup trucks
have proven to be a popular line of products,  the  significant  increase in the
number of models and the chassis  availability  of these  products at automobile
dealerships  have reduced the demand for conversions of these products.  Many of
the OEM sport utility models now have options that were historically supplied by
the conversion industry.  As a result, the Company believes its overall sales of
sport utility vehicles and pickup truck conversions will continue,  but not have
significant  growth.  The Company will focus on select  models and OEMs where it
feels it can continue to offer a unique product at a competitive price point.

At October 1, 2000, the Company had a backlog of 234 unit orders compared with a
backlog of 396 unit orders at October 3, 1999.  The backlog  declined from prior
year levels due to timing of certain international orders and the decline in the
domestic market. The Company considers such orders to be reasonably firm. All of
the Company's  products are subject to certain  seasonal  sales  influences  and
sales tend to be stronger during March through July. The Company uses off-season
sales promotions to market its products with a view to reducing  seasonal swings
in sales.

Due to the continued decline in the conversion  vehicle market and the operating
losses  sustained in two of the last three years,  the Company is assessing  its
long-term strategy for the conversion vehicle segment.  Further,  management has
reduced  personnel and other  overheads as the conversion  vehicle  business has
declined and intends to continually do so to minimize operating losses from this
segment.

The  conversion  vehicle  industry  is  cyclical  and is affected by the general
trends of the economy and  consumer  preferences  and  consumer  confidence  and
trends  of  the  automotive  and  recreational   vehicle  industries.   Consumer
preferences  for sport utility  vehicles in recent years has adversely  affected
demand for conversion products.  The level of disposable consumer income affects
the Company's sales because its products are generally considered  discretionary
expenditures by consumers.  In difficult economic times, consumers tend to spend
less of their income on discretionary  items.  Other economic factors  affecting
the demand for the  Company's  products  include the  availability  and price of
gasoline,  the  level  of  interest  rates  and  the  availability  of  consumer
financing.  Reduced gasoline  availability could adversely affect the demand for
the Company's  products.  A significant  increase in the price of gasoline could
reduce demand for the Company's  products  because it would increase the cost of
operating  these  products.  Because many  consumers  finance their  purchase of
vehicle  conversions,  the availability of financing and level of interest rates
can affect a  consumer's  purchasing  decision.  A decline  in general  economic
conditions or consumer  confidence can be expected to affect  Starcraft's  sales
adversely. The Company is dependent upon the OEMs to supply its requirements for
vehicle  chassis.  Labor  stoppages,  supply  shortages  and a variety  of other
factors that  influence OEM  production  can affect the  availability  or timely
delivery of vehicle chassis to the Company.

Chassis - Approximately  46%, 31% and 23% of the Company's  domestic  Conversion
Vehicle  units in 2000  were  manufactured  on  General  Motors,  Dodge and Ford
("OEM") chassis,  respectively.  All of the Company's export sales are currently
associated with General Motors product.

The OEMs  supply  incomplete  chassis to  Starcraft  or other  manufacturers  or
dealers for restricted use. The Company obtains substantially all of its chassis
acquired for domestic sale from the OEMs pursuant to  consignment  or restricted
sale contracts. Under these contracts each OEM maintains strict control over the
disposition of chassis delivered to the Company for modification and the Company
is prohibited  from  delivering a converted  chassis  provided by the OEM to any
person  except  an  authorized  dealer  for  that  OEM.  All  of  the  Company's
consignment and restricted sale contracts with chassis  suppliers are terminable
by either party on short notice without cause.

Under  restricted  sale contracts with the OEMs, the OEM retains the certificate
of origin and the  Company  has no right to obtain it or any other  evidence  of
title.  These  contracts  state that  vehicle  title  technically  passes to the
Company upon  acceptance of a chassis and the Company pays state  property taxes
on chassis, but the Company can only sell the chassis back to the OEM for resale
to an  authorized  dealer.  Except for  demonstration  vehicles,  the Company is
prohibited from making  modifications  to chassis under these contracts until it
matches them with a dealer order. In the past, the Company has obtained  waivers
of this  limitation  to permit  accumulation  of GMC or  Chevrolet  inventory in
connection  with model year changes or other periods of  anticipated  increasing
demand.  Prior to matching a chassis to a dealer order, the Company finances the
chassis  through  the OEM's  financing  affiliates  at nominal  rates.  Once the
Company  notifies the OEM that it has matched a chassis  with a dealer,  the OEM
"repurchases"  the  chassis,  crediting  the  Company's  account  with the OEM's
financing  affiliate and invoicing its dealer (the  Company's  customer) for the
price of the  chassis.  Upon  receiving  the  converted  vehicle,  the dealer is
obligated to pay the Company for the  improvements  the Company has made. If the
Company fails to match a chassis with a dealer order within 90 days, the finance
charge  the  Company  must pay  increases.  The past  90-day  finance  charge is
currently the prime rate plus 1%.

Historically,  the Company's international  conversion sales have been primarily
manufactured on General Motors chassis.  Generally,  the foreign purchaser is an
authorized dealer for General Motors and Starcraft.  The dealer submits an order
to General Motors' overseas sales affiliate (the "GM Export  Affiliate") for the
chassis together with specifications for a Starcraft  conversion.  The GM Export
Affiliate purchases the chassis from General Motors and forwards it to Starcraft
for second stage  manufacturing.  Starcraft invoices the GM Export Affiliate for
the completed  conversion,  and the GM Export Affiliate arranges for shipment of
the unit, at the GM Export  Affiliate's  expense,  from Starcraft to the foreign
dealer.

Starting in 1997,  General  Motors  changed its chassis system for the Company's
sales to Europe. Under this program, the Company is the "Manufacturer of Record"
for units imported into Europe and is required to arrange and be responsible for
all U.S. export and shipping  requirements.  The Company is required to purchase
its chassis and the OEM assists in the financing of such purchases.  The Company
continues to sell only to authorized General Motors dealers.

A variety of factors  govern  chassis  ordering  and  availability.  Chassis are
ordered  from the OEM based on the  Company's  annual  sales  plan.  The plan is
broken down by OEM and vehicle model.  Vehicle  specifications are determined on
the basis of  historical  trend  analysis and analysis of the backlog of orders.
The  Company's  chassis  order  forecast  is shared  with each OEM to  determine
chassis  availability.  The OEMs confirm chassis  availability  and timing on an
annual basis.  After confirmation by the OEM, the Company orders a 90-day supply
prioritized  through a  central  computerized  system.  On a weekly  basis,  the
Company  releases the actual orders it requires and the OEMs  schedule  delivery
dates for the orders.  Chassis  allocation to the Company from the OEMs is based
on credit lines, prior usage and wholesale and retail sales rates.

The following  table sets forth for the periods  indicated the number of chassis
received by the Company under its restricted  sales contracts with the OEM's and
the dollar  value  thereof,  and, as of the end of such  periods,  the number of
chassis held over 90 days and the dollar value thereof.
<TABLE>
<CAPTION>

                                                              Year Ended
                                                       (Dollars in thousands)

                                      Oct. 1, 2000          Oct. 3, 1999         Sept. 27, 1998
------------------------------------------------------------------------------------------------


<S>                                      <C>                   <C>                   <C>
Chassis Received                         5,711                 7,060                 7,132

Value of Chassis Received             $114,220             $ 141,200             $ 142,640

Chassis Over 90 Days at period end         500                    97                   148

Value of Chassis Held Over 90 Days    $ 10,000               $ 1,940               $ 2,960
</TABLE>

The conversion  process begins after a chassis is inspected and accepted and the
Company  has  received a  confirmed  order  from an  authorized  dealer  that is
compatible  with the chassis.  Generally,  the order is scheduled for production
typically  four to five days before work on the vehicle  commences  to allow for
completion  of  components  to be  installed  in the chassis and the purchase of
necessary  assembly  material.  The Company  usually  completes  the  conversion
process in an  average of seven to eight days from the date that the  vehicle is
first scheduled for production.

The Company is dependent  upon the OEMs to supply its  requirements  for vehicle
chassis.  Labor stoppages,  supply shortages and a variety of other factors that
influence  OEM  production  can affect the  availability  or timely  delivery of
vehicle  chassis to the Company.  In 1998  chassis  availability  was  adversely
impacted late in the fiscal year due to a labor stoppage at General Motors.  The
Company  estimates  that sales were  adversely  impacted by $1.5  million due to
chassis shortages in 1998.  Chassis  availability was generally good in 2000 and
1999.

If vehicle  chassis  are  unavailable,  or if the Company  must accept  delivery
earlier  or later than it  otherwise  would  prefer,  sales  could be  adversely
affected and financing  expenses  could  increase.  The Company must also comply
with its  consignment  and  restricted  sale contracts with the OEMs pursuant to
which  the  OEMs  impose  certain   specifications  for  the  Company's  vehicle
conversions,  including  gross vehicle  weight  standards.  Such  contracts also
restrict the Company's  ability to dispose of completed chassis and prohibit the
transfer  of  chassis to  unauthorized  U.S.  and  foreign  dealers.  All of the
Company's  consignment and restricted sale contracts with chassis  suppliers are
terminable by either party on short notice without cause.  The  availability  of
the OEM financing rates is dependent upon the Company's  compliance with its OEM
contracts and its ability to maintain satisfactory credit relationships with the
OEM's finance subsidiaries. Adverse changes in the Company's financial condition
or results of  operations  could cause such  financing  subsidiaries  to seek to
adversely  change the Company's  financing  terms or to terminate such financing
arrangements.  Such a change or termination could have a material adverse effect
on the Company's financial condition and results of operations.

Vehicle  converters  can be  penalized by the OEM for  manufacturing  overweight
vehicles and the National Highway Traffic Safety Administration  ("NHTSA") could
require  overweight  vehicles to be recalled.  See "Safety and Regulation." Such
standards  are imposed by the OEMs in part to help assure  that  vehicle  weight
does not exceed the capacity of the OEM's braking system.

The export of  completed  vehicles to  unauthorized  foreign  dealers has been a
significant issue in the conversion  industry in recent years. In the past, some
automotive dealers have sold vehicles to brokers who, in turn, have sold them to
unauthorized dealers overseas.  The OEM financing subsidiaries have indicated an
intention to penalize or terminate  financing  arrangements with any firm deemed
responsible  for  unauthorized  exports.  The Company  makes an effort to assure
itself  that  none  of its  vehicles  are  exported  in an  unauthorized  manner
including obtaining written assurances from certain dealers.  The Company has no
control over the eventual disposition of its vehicles by dealers, however, so it
cannot  eliminate  the  possibility  of  unauthorized   export.   These  efforts
nevertheless  should help assure that the Company will not be deemed responsible
for any unauthorized export.

Bus and Mobility Vehicles

A summary of bus and mobility vehicles sales follows:

                                    2000               1999            1998
                                    ----               ----            ----
  Shuttle buses                     $ 14,365          $  6,839       $  1,199
  Mobility vehicles                    2,907             3,471          2,977
                                    --------          --------       --------
                                    $ 17,272          $ 10,310       $  4,176
                                    ========          ========       ========

In 1998 the Company began manufacturing  shuttle buses ranging in length from 20
to 28 feet with seating capacity for 14 to 29 passengers. Buses are offered with
a choice of interior and exterior storage areas,  wheelchair  lifts,  diesel and
gasoline engines, and various seat types,  arrangements and coverings. The buses
are marketed  under the  Starcraft(R)  trade name and are primarily  marketed to
churches,  nursing homes and hotel resorts  through  independent  commercial bus
dealers.  Buses  are  built on truck  chassis  obtained  from the OEM's or truck
companies. Chassis manufacturers typically do not build custom shuttle buses.

In fiscal 2000 the Company  expanded its bus product offering to include a Dodge
School  Van.  As  exclusive  supplier  to  DaimlerChrysler,   the  Company  will
manufacture a low-cost,  fuel-efficient alternative to fullsize school buses. In
addition,  the Company  introduced a maximum  39-passenger  tour bus including a
Freightliner  chassis and Caterpillar  diesel engine.  The bus is offered in six
optional  floor plans.  The Company  will  continue to focus on  innovative  bus
products to increase sales in this segment.

The Company  generally  produces to firm  orders.  The vehicles are designed and
engineered  internally.  At  October  1, 2000 the  Company  had a backlog of 188
units.  The Company  conducts  quality  control  procedures  to ensure that each
vehicle  meets the  customer's  specifications.  The  Company  provides  limited
warranties  against  manufacturing  defects  in  its  vehicles.  The  warranties
generally   provide  for  the  replacement  or  repair  of  defective  parts  or
workmanship for one year from the date of sale.

The market for the  Company's  shuttle  buses is highly  competitive.  The other
competitors in the bus industry include Thor Industries,  Inc., Goshen Coach and
Supreme Industries, Inc., all of whom are substantially larger than the Company,
and other  regional  manufacturers.  The  Company's  products  are a very  small
percentage of the bus market.  The Company will continue to position its product
as an exceptional quality,  high value product targeting the high end user niche
market.  There can be no assurance  that the Company will be able to maintain or
improve its competitive position in the bus market.

In 1997, the Company purchased National Mobility  Corporation which modifies OEM
chassis so that they may be accessed by the mobility impaired.  Primary products
are low-floor minivans with ramps and fullsize vans with wheelchair lifts.

The Company sells its products to government  units (state and local),  mobility
dealers and commercial enterprises such as taxicab and paratransit companies. At
October 1, 2000 the Company had a backlog of 38 units.

The Company  believes  the  mobility  impaired  vehicle  market is  growing.  By
utilizing the Company's conversion vehicle reputation and distribution  systems,
the Company believes it can more effectively penetrate the retail market.

The  shuttle  bus and  mobility  operations  utilizes  bailment  or  consignment
arrangements with the OEM's, but must purchase the chassis prior to the start of
manufacturing.  The shuttle bus operation is subject to the same risk factors of
chassis availability as the Company's vehicle conversion business.

OEM Automotive Supply

In 1998,  the  Company  started a new  operation  (the  "LLC") with a partner to
supply conversion vehicle type products directly to OEM automotive  customers as
a Tier 1 automotive supplier. The Company currently owns 50% of this enterprise.
All of the LLC's OEM  automotive  supply  sales in 2000 and 1999 were to General
Motors Corporation ("GM").

The LLC receives vehicle chassis from the OEM and adds certain  appearance items
such as ground  effects,  wheels and badging.  The vehicles are placed back into
the normal OEM distribution stream. The vehicles carry the full OEM warranty and
are marketed  directly by the OEM. The LLC  engineers and validates the products
to OEM  standards.  Programs  range  from two to five  years  and are  backed by
contractual agreements with the OEMs.

The  major  domestic  market  for the LLC's  products  are  highly  competitive.
Competition is based primarily on price,  product  engineering and  performance,
technology,  quality and overall customer service,  with the relative importance
of such factors varying among products.  The LLC's global competitors  include a
large number of other well-established independent manufacturers.

Chassis are provided by the OEM on a drop-ship basis and are not included in the
sales of the Company.

The LLC provides a limited warranty of its products to the OEM. The LLC warranty
is  substantially  the same as the OEM  warranty  provided  to the OEM's  retail
customers.

At October 1, 2000,  the LLC's backlog of firm orders was $1.9 million  compared
with a backlog of $5.7 at October 3, 1999. The reduction in backlog is primarily
due to the model  changeover  at the LLC's  Texas  plant.  The LLC  utilizes  an
independent manufacturer representative to market and sell its services.

PATENTS AND TRADEMARKS

IBS. In 1996,  the Company  received a U.S.  patent on IBS, which is designed to
reduce  significantly  the risk of seat back collapse in the event of a rear-end
collision by restraining  the seat back.  IBS is used in the conversion  vehicle
business.  A new seat belt integrated with the conventional  seat belt system is
anchored to the vehicle roof or wall and  traverses  the seat back. In the event
of collision, the seat back is secured in place.

Trademarks.  The Company's Predecessor manufactured boats, motor homes and other
recreational  vehicles  under  the  name  "Starcraft."  The  boat  manufacturing
business  was sold by the  Predecessor  to Brunswick  Corporation  in 1988 which
subsequently sold the business.  The Company initially acquired the recreational
vehicle  business  in the  Predecessor's  1991  reorganization  proceeding,  but
immediately  sold it to an RV company.  The  Predecessor's  Canadian  conversion
business was acquired by a Canadian firm. A corporation in the boating  industry
has independently registered and owns the "Starcraft" and related trademarks for
use with boats and marine  products and thus the Company has no control over the
quality of boats  produced  and sold under the  "Starcraft"  mark.  The  Company
retains  ownership  of  "Starcraft"  and related  registered  marks for use with
automotive  and  recreational  vehicle  products.  It licenses the owners of the
Predecessor's  RV business  and Canadian  van  conversion  business to use these
trademarks.  While  it has  some  control  over the  quality  of its  licensees'
products,  it does not  control all aspects of their  businesses.  The  Canadian
entity  is  required  to pay a  royalty  to the  Company  and  to  purchase  its
components  from the Company (or from others with the Company's  approval).  The
Company is not permitted to export to Canada and its Canadian  licensee does not
export to the United States.

MANUFACTURING

All conversion  vehicles and bus and mobility  vehicles are  manufactured in the
Goshen, Indiana plant.

As the  conversion  vehicle  market  declined over the last several  years,  the
Company consolidated its existing  manufacturing  facilities.  In November 1999,
the Company relocated its Emma seating  manufacturing  operation into the Goshen
facility  and  terminated  the  seating  operation  in  August  2000.  Effective
September 1, 2000, all seating was outsourced.

OEM automotive supplier segment  manufacturing  facilities have been established
in Louisiana,  Texas and New Jersey and are located near GM assembly plants. The
LLC also  has an  engineering  operation  in  Detroit.  Primary  components  for
conversion  vehicles and bus and mobility  vehicles are  purchased  from outside
suppliers.  The principal raw materials  used in the  manufacturing  process are
fabric, fiberglass, steel, aluminum, plywood and plastic. The Company's products
are  generally  produced to firm orders and are designed and  engineered  by the
company.

Supplies  for the  components  and  materials  that  the  Company  utilizes  are
generally  available  from  several  sources.  From  time  to time  the  Company
experiences   delays  in  delivery  of  certain  components  or  materials  from
suppliers.  In 1998, the availability of certain hardwood  components  adversely
impacted the Company's conversion vehicle production.

All components for the OEM automotive supply segment are purchased.  The primary
raw material  used in the  components  is plastic  that the Company  believes is
readily available from several sources.

SAFETY AND REGULATION

The manufacture,  distribution and sale of the Company's products are subject to
governmental  regulations  in the United States at the federal,  state and local
levels.  The most  extensive  regulations  are  promulgated  under the  National
Traffic and Motor Vehicle  Safety Act which,  among other  things,  empowers the
National Traffic and Motor Vehicle Safety Administration  ("NHTSA") to require a
manufacturer to remedy  vehicles  containing  "defects  related to motor vehicle
safety"  or  vehicles  which fail to conform  to all  applicable  federal  motor
vehicle safety standards.

Federal Motor Vehicle Safety Standards are promulgated by the NHTSA. Many of the
Company's  conversion  components  were affected by these  standards.  Starcraft
engaged a testing  company,  General Testing  Laboratories,  which also performs
testing for NHTSA, to test the company's  components.  The Company's  components
subject  to  the  new  standards  were   determined  to  meet  or  exceed  them.
Promulgation  of  additional  safety  standards in the future could  require the
Company  to incur  additional  testing  and  engineering  expenses  which  could
adversely  affect  the  Company's  results  of  operations.  NHTSA  can  require
automotive manufacturers to recall products. The Company has not experienced any
material recalls.

The  Company's  international  sales are  subject to foreign  tariffs and taxes,
changes  in which are  difficult  to  predict  and which  can  adversely  affect
Starcraft sales.  Starcraft's  products must also comply with government  safety
standards imposed in its foreign markets.

Both federal and state authorities have various  environmental control standards
relating  to air,  water  and noise  pollution  that  affect  the  business  and
operations of the Company. In particular,  the Company generates paint,  varnish
and other finishing  wastes that it is required to dispose of in compliance with
environmental  regulations.  The Company  believes  that it has  complied in all
material  respects with applicable  environmental  regulations and standards and
does not currently  expect that any failure of compliance will have any material
adverse effect on the Company.

Like other automotive  manufacturers,  the Company may be subject to claims that
its  products  caused or  contributed  to damage or injury  sustained in vehicle
accidents or may be required to recall products  deemed unsafe.  Any such claims
in excess  of the  Company's  insurance  coverage  or  material  product  recall
expenses could adversely affect the Company's financial condition and results of
operations.

EMPLOYEES

As of October 1, 2000,  the  Company  employed  477 people.  Of these,  354 were
production  line  associates  and  123  were  salaried  sales,  engineering  and
administrative  staff. During peak production periods,  the Company may increase
its work force.  Historically,  the  available  labor force has been adequate to
meet such periodic  requirements.  The Company considers its relationships  with
its personnel to be satisfactory.


<PAGE>



ITEM 2.  PROPERTIES

The following table summarizes the Company's properties as of October 1, 2000:

                           Size of       Owned
 Location                  Facility       or        Type of Operation
                                         Leased

 Goshen, Indiana         454,400 s.f.    Owned      Executive Offices (20,420
                                                    s.f.);   Manufacturing and
                                                    Assembly, Conversion Vehicle
                                                    Segment

 Goshen, Indiana          10,000 s.f.    Owned      Chassis Storage (40 acres),
                                                    Conversion Vehicle Segment

 Emma, Indiana            42,700 s.f.    Owned      Manufacturing - Vacant


 Shreveport, Louisiana    38,000 s.f.    Leased     Manufacturing and
                                                    Assembly, OEM
                                                    Automotive Supply
                                                    Segment

 Grand Prairie, Texas    100,000 s.f.    Leased     Manufacturing and
                                                    Assembly, OEM
                                                    Automotive Supply
                                                    Segment


 Bridgewater, NJ          38,000 s.f.    Leased     Manufacturing and
                                                    Assembly, OEM
                                                    Automotive Supply
                                                    Segment

 Madison Heights, MI      40,000 s.f.    Leased     Offices, Engineering and
                                                    Production Development,
                                                    OEM Automotive Supply
                                                    Segment

The Goshen and Emma production  facilities were constructed in the 1960's.  They
have been  maintained  and improved  upon from time to time and are presently in
satisfactory  condition and sufficient for the Company's  current  requirements.
These facilities are pledged as security under the loan agreement.

The Emma  facility is no longer being  utilized by the  Company.  The Company is
currently attempting to sell the Emma facility.

The  Shreveport  and Grand Prairie leases have terms that parallel the length of
the vehicle  contracts  at the  respective  plants.  The New Jersey  facility is
leased on a month-to-month  basis pending resolution of a local zoning issue, at
which time a seven-year term commences. The Michigan lease has a six-year term.

ITEM 3.  LEGAL PROCEEDINGS

The Company does not anticipate that any pending legal proceeding to which it is
party will have any  material  adverse  effect on its  financial  conditions  or
results of operations.  The Company maintains product liability  insurance which
it currently considers adequate.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock is quoted on the NASDAQ Small Cap Market,  under the symbol "STCR."
As of December 2000, there were 64 shareholders of record of Starcraft's  Common
Stock.

On June 23, 1999, the Company was placed on a conditional listing for the NASDAQ
Small Cap Market as it continued to work to meet the Market's net tangible asset
requirements.  The terms of the conditional listing establish dates by which the
Company was requested to achieve certain tangible asset or profitability  levels
and by which reports  establishing  compliance with the exception were requested
to be  provided  to NASDAQ  and filed with the SEC.  The first  such  report was
provided to NASDAQ by July 21, 1999 and the last  report on November  15,  1999.
The Company met the terms of the conditional  listing and, effective January 20,
2000, the conditional listing was terminated.  The Company was granted continued
listing on the NASDAQ  Small Cap  Market.  As of October 1, 2000 and the date of
this  report,  the  Company  no  longer  meets  the  minimum  tangible  asset or
profitability   levels  for  continued   inclusion  in  the  Small  Cap  Market.
Accordingly, there is no assurance that the Company's shares will continue to be
listed on the NASDAQ Small Cap Market.

The  following  table  sets forth the high and low  closing  prices per share of
Common Stock for the quarters ended as quoted on the NASDAQ Small Cap Market.

    Quarter Ended
                                       High                  Low

    December 27, 1998               $  2.625               $ 1.250

    March 28, 1999                     4.000                 2.438

    June 27, 1999                      4.500                 2.875

    October 3, 1999                    6.250                 3.875

    January 2, 2000                    8.000                 4.438

    April 2, 2000                      9.125                 6.125

    July 2, 2000                       8.500                 7.000

    October 1, 2000                    8.250                 3.500


Dividend Policy. The Company has paid no cash dividends since its initial public
offering.  The  Company  currently  intends  to retain  earnings  for use in the
operation and expansion of its business and therefore does not anticipate paying
cash  dividends  on Common  Stock in the  foreseeable  future.  The  payment  of
dividends  is  within  the  discretion  of the  Board of  Directors  and will be
dependent,  among  other  things,  upon  earnings,  capital  requirements,   any
financing agreement covenants and the financial condition of the Company.

Anti-Takeover   Provisions.   Indiana   law  and  the   Company's   Articles  of
Incorporation  and  Code  of  By-laws  contain   provisions  that  restrict  the
acquisition of control of the Company.  Such provisions can affect the rights of
shareholders  acquiring  substantial  interests  in the  Company's  shares.  For
example,  a  shareholder  who  acquires  more than 10% of the  Company's  shares
without  prior  board  approval  will be  limited in the timing and terms of any
transaction  it may enter into with the  Company  and will be subject to related
provisions.

SHAREHOLDER RIGHTS PLAN

In August 1997 the Company adopted a shareholders  Rights Plan issuing one right
for each  outstanding  share.  Each  right  entitles  the  registered  holder to
purchase from the Company one share of common stock at $15 per share, subject to
adjustment.  The rights  become  exercisable  if a person or group  (other  than
certain  related  persons)  acquires or announces a tender offer for  prescribed
percentages  of the Company's  shares or is declared an "adverse  person" by the
Company's  Board of Directors.  In these events,  each right holder may purchase
shares  with a value  equal to twice the  exercise  price.  Furthermore,  if the
Company  engages in certain  mergers or similar  business  combinations  a right
holder may purchase  shares of the  acquiring  company with a value of two times
the purchase price of the right. The rights expire on August 12, 2007.


<PAGE>
<TABLE>
<CAPTION>
ITEM 6.  SELECTED FINANCIAL DATA

(dollars in thousand, except per share data)                              Year Ended
-----------------------------------------------------------------------------------------------------------------
Income Statement Data                       Oct. 1,        Oct. 3,        Sept. 27,      Sept. 28,      Sept. 29,
                                             2000           1999             1998           1997           1996
-----------------------------------------------------------------------------------------------------------------
Net Sales:
<S>                                        <C>           <C>             <C>            <C>            <C>
     Domestic                              $ 116,980     $  81,397       $  42,857      $  57,235      $  73,317
     Export                                   10,361         8,107          10,235         15,047         25,648
         Total Net Sales                     127,341        89,504          53,092         72,282         98,965


Cost of Goods Sold                           110,045        74,548          49,590         66,342         83,669
Gross Profit                                  17,296        14,956           3,502          5,940         15,296
Operating Expenses                            14,922        10,922           9,548         13,924         15,049
Restructuring and Goodwill
   Impairment Charges                           ----          ----            ----          5,926           ----
Operating Income (loss)                        2,374         4,034          (6,046)       (13,910)           247

Interest Expense                              (1,447)      ( 1,230)          ( 892)          (400)          (293)
Other Income, Net                                 83           115             100            194            176

Income (loss) Before Minority                  1,010         2,919         ( 6,838)       (14,116)           130
Interest and Taxes

Minority Interest                             (4,918)       (2,448)           ----           ----           ----

Income Tax (expense) Credit                     (439)           51              79          2,814            (20)

Net Income (Loss)                             (4,347)          522          (6,759)       (11,302)           110


Weighted Average Common Shares                 4,214         4,159           4,134          4,127          4,142
Outstanding


Earnings (loss) Per Share                    $ (1.03)      $  0.13         $ (1.63)      $  (2.74)      $   0.03


Earnings (loss) Per Share                      (1.03)         0.12           (1.63)         (2.74)          0.03
      Assuming Dilution

Balance Sheet Data
-----------------------------------------------------------------------------------------------------------------
Working Capital                             $  2,165     $  10,192       $   5,402      $   7,011       $  8,476
Total Assets                                  34,994        43,781          29,015         27,779         36,524
Long-term Debt                                 9,957        13,506          10,777          5,696              0
Shareholders' Equity                              77         4,186           3,536         10,295         21,552
Book Value per Share                            0.02          1.00            0.86           2.49           5.23
</TABLE>
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

The consolidated  statements of income summarize  operating results for the last
three years. This section of Management's Discussion highlights the main factors
affecting the changes in operating results during the three-year period.

<TABLE>
<CAPTION>
2000 VERSUS 1999

(Dollars in Thousands)                                                                                   1999 to
                                                                                                           2000
                                                      2000                           1999                 Change
                                           ---------------------------------------------------------------------
<S>                                        <C>              <C>          <C>               <C>             <C>
Net Sales                                  $ 127,341        100.0%       $  89,504         100.0%          42.3%
Cost of goods sold                           110,045         86.4%          74,548          83.3%          47.8%
                                           ---------     ---------       ---------         ------         ------
Gross profit                                  17,296         13.6%          14,956          16.7%          16.3%
Selling and promotion expenses                 5,144          4.0%           4,638           5.2%          10.9%
General and administrative expenses            9,778          7.7%           6,284           7.0%          55.6%
                                           ---------     ---------       ---------         ------         ------
Operating income (loss)                        2,374          1.9%           4,034           4.5%         (41.2%)
Interest expense                              (1,447)        (1.2%)         (1,230)         (1.3%)         17.6%
Other Income                                      83          0.1%             115           0.1%         (27.8%)
                                           ---------     ---------       ---------         ------         ------
Income (loss) before taxes
     and minority interest                     1,010          0.8%           2,919          (3.3%)        (65.4%)
Minority interest                             (4,918)        (3.9%)         (2,448)         (2.7%)           ---
Income tax (expense) credit                     (439)        (0.3%)             51           0.0%            ---
                                           ---------     ---------       ---------         ------         ------

NET INCOME (LOSS)                            ($4,347)        (3.4%)      $     522           0.6%            ---
                                           =========     =========       =========         ======         ======
</TABLE>

Net sales increased $37.8 million and 42.3% to $127.3 million in 2000.

The OEM  automotive  supply segment sales  increased  $40.4 million in 2000. OEM
automotive  supply  operated under two customer  contracts  during 2000. In 1999
only one  customer  contract  was in place  for most of the year  while a second
contract started up at the end of 1999.  Conversion vehicle sales decreased $9.6
million  as a result of a decline  in the size of the  market.  Sales of bus and
mobility  vehicles  increased  $7.0 million in 2000 as the Company  expanded its
product offering and customer base.

The  incremental  OEM  automotive   supply  sales  generated  $10.1  million  of
additional  gross profit in 2000.  The conversion  vehicle  segment gross profit
declined  $8.9 million due to lower sales and  pricing,  higher  discounts  from
competition,  higher carrying charges on consignment chassis and higher warranty
expenses.  Bus and mobility vehicles  generated $1.1 million of additional gross
profit from higher sales.

Selling  expenses  increased  $.5  million  to support  higher  sales in the OEM
automotive supply segment, but declined 1.2%, as a percent of sales. General and
administrative  expenses  increased $3.5 million and .7%, as a percent of sales.
The  increase is due to  increased  salaries  and other  expenses to support the
rapid growth in the automotive supply segment.

Interest  expense  increased  $217,000  primarily due to higher  interest rates.
Minority interest results from the Company owning only 50% of the OEM automotive
supply  business.  Tax expense in 2000 is comprised of state income  taxes.  The
Company  did not record any  federal  income tax expense in 2000 due to existing
tax credit carry forwards  generated  from prior years'  losses.  The income tax
credit recorded in 1999 is due to deferred tax charges which offset state income
taxes.
<TABLE>
<CAPTION>

1999 VERSUS 1998

(Dollars in Thousands)                                                                                   1998 to
                                                                                                           1999
                                                     1999                          1998                   Change
                                           ---------------------------------------------------------------------
<S>                                        <C>              <C>          <C>               <C>             <C>
Net Sales                                  $  89,504        100.0%       $  53,092         100.0%          68.6%
Cost of goods sold                            74,548         83.3%          49,590          93.4%          50.3%
                                           ---------        ------       ---------         ------         ------
Gross profit                                  14,956         16.7%           3,502           6.6%         327.1%
Selling and promotion expenses                 4,638          5.2%           4,484           8.4%           3.4%
General and administrative expenses            6,284          7.0%           5,064           9.6%          24.1%
                                           ---------        ------       ---------         ------         ------
Operating income (loss)                        4,034          4.5%          (6,046)        (11.4%)           ---
Interest expense                              (1,230)        (1.3%)           (892)         (1.7%)         37.9%
Other Income                                     115          0.1%             100           0.2%          15.0%
                                           ---------        ------       ---------         ------         ------
Income (loss) before taxes
     and minority interest                     2,919          3.3%          (6,838)        (12.9%)           ---
Minority interest                             (2,448)        (2.7%)            ---            ---            ---
Income tax credit                                 51          0.0%              79          (0.2%)        (35.4%)
                                           ---------        ------       ---------         ------         ------

NET INCOME (LOSS)                          $     522          0.6%        ($ 6,759)        (12.7%)           ---
                                           =========        ======       =========         ======         ======
</TABLE>

Net sales increased $36.4 million and 68.6% to $89.5 million in 1999.

The OEM  automotive  supply  segment  accounted  for $32.7  million of the sales
growth in 1999.  OEM automotive  supply  benefited from the start-up of a second
plant as a result of a new customer  contract and a full years production from a
prior year plant  start-up.  Conversion  vehicle  segment sales  decreased  $2.4
million as a result of the decline in the size of the market.  Bus and  mobility
vehicles sales increased $6.1 million primarily from growth in shuttle buses.

The incremental OEM automotive supply sales generated $3.6 million of additional
gross profit in 1999. The conversion  vehicle segment  improved its gross margin
primarily due to reduced labor and overhead costs from plant consolidations. Bus
and mobility gross profit declined $.3 million due to start-up costs  associated
with shuttle buses.

Selling  expenses  increased  $154,000 but declined  3.2% as a percent of sales.
General and administrative expenses increased $1.6 million in the OEM automotive
supply segment in order to support the growth in this business, partially offset
by a $.4 million  decrease in the  conversion  vehicle  segment  from  personnel
reductions.  General and administrative  expenses decreased 2.6% as a percent of
sales.

Interest expense  increased  $338,000 due to higher borrowing levels to fund the
OEM Automotive  Supply segment growth,  and higher interest rates and a slightly
higher average  borrowing  level in the  Conversion  Vehicle  segment.  Minority
interest in 1999 results from the Company  owning only 50% of the OEM Automotive
Supply  business.  The  Company  does not have income tax expense in 1999 due to
existing tax credit carry forwards  generated from prior year losses. The income
tax credit  recorded in 1999 is due to deferred tax changes.  The minimal income
tax credit in 1998 is due to the Company's tax carry-back being fully utilized.


<PAGE>

SEASONALITY AND TRENDS

The Company's  sales and profits are dependent on the automotive  markets in the
United States and overseas,  primarily Japan and northern Europe,  and the OEM's
ability to supply  vehicle  chassis.  The  business  tends to be  seasonal  with
stronger  sales in March  through July and is  influenced by a number of factors
including  atypical  weather  for any sales  region,  interest  rates,  gasoline
prices,  and OEM programs  affecting  the price,  supply and delivery of vehicle
chassis.

The Company  eliminated much excess production  capacity and reduced overhead in
the last  several  years to address  the  decline  in revenue in the  conversion
vehicle segment.  In 1997 the Company began a plan to diversify both its product
base and target markets as it acquired  National Mobility  Corporation.  In 1998
the Company continued to pursue its cost reduction and diversification  strategy
with the  introduction  of the shuttle  bus product and the  start-up of the OEM
automotive  supply business.  The Company plans to continue to develop these new
products  and to  increase  its  product  offerings  in the  vehicle  conversion
commercial market.

The conversion  vehicle market continued to decline during 2000 and accordingly,
the Company sustained significant losses. With a market recovery unlikely in the
short term,  management  will reassess its strategy for the  conversion  vehicle
business.  Further,  management has reduced personnel and other overheads as the
conversion  vehicle  business has  declined.  Management  intends to continue to
reduce  costs on an on-going  basis to minimize  losses  from this  segment.  If
future actual results fail to meet  management's  plan,  additional losses could
occur.

The OEM automotive supply segment is dependent upon long-term contract business.
The business' current contracts run through 2004.

LIQUIDITY AND CAPITAL RESOURCES

Operating  activities  generated  $4.8 million in cash in 2000 compared to using
cash of $2.6  million  during  1999.  Cash  was  generated  as  receivables  and
inventory  decreased  significantly  in 2000 primarily due to the decline in the
Conversion Van business and a plant shut down for a model year changeover in the
OEM Automotive Supply Segment.

The Company invested $962,000 in property and equipment during the year of which
$560,000  was for  new  plant  start-ups.  The  remaining  cash  generated  from
operations  was used to reduce bank debt.  As of October 1, 2000,  bank debt was
$11.1 million.

On October 30, 1998,  the Company  entered into a $14 million  credit  agreement
with a lending institution.  The agreement was amended in December 2000 as noted
below.   Revolving  advances  under  the  agreement  are  limited  to  specified
percentages of eligible receivables and inventories and are subject to a maximum
limit of $9.2 million.  The credit  agreement  also includes a $4.8 million term
loan which is payable in monthly  principal  installments  of $57,000  beginning
December 1, 1998.  The  revolving  borrowings  bear interest of either 1/2% over
prime or 3% over the  Eurodollar  rate.  The term loan bears  interest at either
3/4% over prime or 3.5% over the Eurodollar  rate. The borrowings are secured by
substantially all of the Company's assets. There is a fee of .25% of the average
unused portion of the maximum borrowing amount. The agreement is also subject to
various  covenants  with  which the  Company is in  compliance  (or for which it
obtained  waivers)  as of October 1,  2000.  In  addition,  the  Company  was in
compliance with (or obtained  waivers on January 23, 2001, for) all covenants as
of December 31, 2000.

On November 23, 1998, the Company entered into an amended credit  agreement with
its former  primary  lender.  The agreement  called for all  borrowings  over $3
million to be paid with  proceeds  from the $14  million  refinancing  described
above. The remaining $3 million is payable in monthly principal  installments of
$36,000  beginning  December 1, 1998. The note matures in November 2001 at which
time any remaining  principal balance is due. The note bears interest at 2% over
the bank's prime rate and is  subordinate  to the $14 million  credit  agreement
described  above. The note is partially  guaranteed by two  individuals,  one of
whom is a director  and  officer of the Company  and the other is  currently  an
outside director.  As incentive for their guarantees,  the Company issued to the
individuals  warrants to purchase a total of 400,000  shares of Common Stock for
$2.20 per share.  The warrants have a five year term and are  exercisable at the
date of the grant.

On December  20, 2000 the Company and its  subsidiary,  Tecstar,  amended  their
credit agreements with their primary lending institution. The amended agreements
increase  the  maximum  amount of the  combined  loans  from $14  million to $22
million and extend the term of the revolving advances to December,  2005 for the
Company, and November, 2004 for Tecstar. The amendments allow Tecstar to advance
funds and distribute  earnings to the Company if certain conditions are met, and
expand the borrowing  base against which Tecstar may receive  advances under the
revolver. A portion of the Company's loan is guaranteed by two individuals, both
of whom are currently directors and one of whom is an officer of the Company. As
incentive for their guarantees,  the Company issued to the individuals  warrants
to purchase a total of 500,000  shares of Common Stock for $3.00 per share.  All
other significant terms of the original agreements remain unchanged.

In addition to the  availability of bank  financing,  the Company has restricted
sales  agreements with General Motors  Acceptance  Corporation,  DaimlerChrysler
Financial  Corporation  and  Ford  Motor  Credit  Company.   Pursuant  to  these
agreements,  the Company  obtains  vehicle chassis from the OEM's for 90 days at
nominal  rates.  If the  Company  fails to match a chassis  with a dealer  order
within 90 days after  delivery of the chassis to the Company,  carrying  charges
increase to prime rate plus 1%.

The Company  believes that future cash flows from  operations,  funds  available
under its  revolving  credit  agreement,  and the continued use of OEM financing
arrangements  to manage its chassis  inventory will be sufficient to satisfy its
anticipated operating needs and capital improvements for 2001.

The Company  believes that its objectives for growth over the next few years can
be accomplished with minimal capital  investment and that its internal resources
and existing or refinanced credit facilities will provide  sufficient  liquidity
for such purposes.

DISCUSSION OF FORWARD-LOOKING INFORMATION

The   discussion   above   includes   forward-looking    statements   respecting
restructuring cost estimates,  future personnel and facility expense reductions,
anticipated tax refunds,  domestic and international market and economic trends,
the  Company's  product and target  market  diversification  plans,  anticipated
capital expenditures,  the adequacy of capital resources and other matters. From
time to time,  Starcraft  may make oral or  written  forward-looking  statements
regarding its anticipated sales, costs, expenses, earnings and matters affecting
its condition and operations. All such forward-looking statements are subject to
a number of material  factors which could cause the  statements  or  projections
contained  therein to be materially  inaccurate.  Such factors include,  without
limitation, the following:

General  Operating  Contingencies.  The  Company  may not be able to attract and
retain  employees with sufficient  skills to conduct its operations  efficiently
and may from  time to time be  subject  to work  slow-downs  or  stoppages.  The
Company  may be  adversely  affected  by delay or  unavailability  of  supply of
numerous  component  parts.  The Company  will not always be able to satisfy its
capital requirements with internally generated funds and may, from time to time,
need to rely on bank financing and other third party capital resources. There is
no assurance  that such  resources will always be available to the Company or as
to the terms that will apply to any  financing,  or as the Company's  ability to
continue to comply with such terms over time.

Acquisitions  and  Diversification.  The Company may be engaged in  negotiations
from  time to time  regarding  prospective  acquisitions  of van  conversion  or
related  businesses.  Such acquisitions could be material to the Company and, if
effected,  could have a material effect on the Company's  financial condition or
results of  operations.  There is no assurance as to when or whether the Company
will  be able  to  effect  acquisitions,  whether  it  will be able to  generate
requisite funding to effect such acquisitions,  or as to the terms on which such
acquisitions may be effected.  A significant aspect of the Company's strategy is
to diversify its product  offerings  into new product  lines,  such as taxis and
shuttle buses. The Company has less experience  manufacturing and marketing such
products  than it has in its  core  conversion  vehicle  business.  There  is no
assurance that such new product lines will be profitable.

Economic Conditions. The conversion vehicle industry is cyclical and is affected
by the general  trends of the  economy and  consumer  preferences  and  consumer
confidence and trends of the automotive and recreational vehicle industries both
domestically  and in  international  markets.  Consumer  preferences  for  sport
utility  vehicles in recent years has adversely  affected  demand for conversion
products.  The level of disposable  consumer  income affects the Company's sales
because its products are  generally  considered  discretionary  expenditures  by
consumers.  In difficult  economic times,  consumers tend to spend less of their
income on discretionary  items.  Other economic factors affecting the demand for
the Company's products include the availability and price of gasoline, the level
of interest rates and the availability of consumer financing.

Reduced  gasoline  availability  could  adversely  affect  the  demand  for  the
Company's products. A significant increase in the price of gasoline could reduce
demand  for the  Company's  products  because  it  would  increase  the  cost of
operating  these  products.  Because many  consumers  finance their  purchase of
vehicle  conversions,  the availability of financing and level of interest rates
can affect a  consumer's  purchasing  decision.  A decline  in general  economic
conditions or consumer  confidence can be expected to affect  Starcraft's  sales
adversely.


<PAGE>

OEM Automotive Supply Segment.  All of the Company's OEM automotive supply sales
in 2000 and 1999 were to GM.  The  Company's  OEM  automotive  supply  sales are
directly impacted by the size of the automotive  industry and GM's market share.
Further, GM periodically  reduces production or closes plants for several months
for model changeovers. During the fourth quarter of fiscal year 2000, one of the
Company's two manufacturing  facilities was substantially  shut down as a result
of GM's model changeover.  This adversely  affected the Company's fourth quarter
results.  The shut down continued  through the first quarter of fiscal 2001. The
facility  is  back  in  production  in  the  second   quarter  of  fiscal  2001.
Accordingly,  a decline in sales in the automotive  market or in GM's automotive
sales, or production  cutbacks and plant shut downs for model changeovers by GM,
could have an adverse impact on the Company's sales and profits.

Supply and Financing of Vehicle Chassis.  The Company is dependent upon the OEMs
to  supply  its  requirements  for  vehicle  chassis.  Labor  stoppages,  supply
shortages  and a variety of other  factors that  influence  OEM  production  can
affect the availability or timely delivery of vehicle chassis to the Company. If
vehicle chassis are unavailable,  or if the Company must accept delivery earlier
or later than it otherwise would prefer,  sales could be adversely  affected and
financing  expenses  could  increase.  The  Company  must also  comply  with its
consignment  and  restricted  sale contracts with the OEMs pursuant to which the
OEMs  impose  certain  specifications  for the  Company's  vehicle  conversions,
including  gross vehicle  weight  standards.  Such  contracts  also restrict the
Company's  ability to dispose of completed  chassis and prohibit the transfer of
chassis  to  unauthorized  U.S.  and  foreign  dealers.  All  of  the  Company's
consignment and restricted sale contracts with chassis  suppliers are terminable
by either party on short  notice  without  cause.  The  availability  of the OEM
financing  rates  is  dependent  upon  the  Company's  compliance  with  its OEM
contracts and its ability to maintain satisfactory credit relationships with the
OEM's finance subsidiaries. Adverse changes in the Company's financial condition
or results of  operations  could cause such  financing  subsidiaries  to seek to
change  adversely the Company's  financing  terms or to terminate such financing
arrangements.  Such a change or termination could have a material adverse effect
on the Company's  financial  condition and results of  operations.  In addition,
sales of the automotive  supply segment are subject to long-term  contracts with
GM.  Continued  sales and growth of this  segment  is  subject to the  Company's
ability to continue to satisfactorily  perform and to obtain such contracts over
time.

Regulation.  The Company is subject to various foreign, federal, state and local
regulations.  In particular,  van conversion  components produced by the Company
are required to comply with Federal Motor Vehicle  Safety  Standards and similar
safety  standards  imposed in its foreign  markets.  Promulgation  of additional
safety  standards  in the future could  require the Company to incur  additional
testing and  engineering  expenses  which could  adversely  affect the Company's
results  of  operations.  The  Company's  international  sales can be  adversely
affected  by changes in foreign  import  tariffs and taxes and  fluctuations  in
exchange  rates.  The  Company  must  comply  with  certain  Federal  and  state
regulations  relating to the  disposition of hazardous  wastes  generated in its
production   processes.   The  Company's   failure  to  comply  with  applicable
regulations  or changes in current  regulations,  including  the adoption of new
safety or  environmental  standards,  could have material  adverse effect on the
Company's results of operations.

Competition.  The United States vehicle conversion  industry is very competitive
with several principal nationwide  manufacturers and numerous local and regional
competitors.  The OEM Automotive Supply business is also highly competitive with
several  large  companies  competing in this market.  There is no assurance  the
Company  will be able to  maintain  its  current  competitive  position in these
markets.

Potential Product Liability.  Like other automotive  manufacturers,  the Company
may be subject to claims that its products  caused or  contributed  to damage or
injury  sustained  in vehicle  accidents  or may be required to recall  products
deemed unsafe. Any such claims in excess of the Company's  insurance coverage or
material product recall expenses could adversely affect the Company's  financial
condition and results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                     STARCRAFT CORPORATION AND SUBSIDIARIES
                                 Goshen, Indiana

                              FINANCIAL STATEMENTS
             October 1, 2000, October 3, 1999 and September 27, 1998


                                    CONTENTS

REPORT OF INDEPENDENT AUDITORS ............................................    1

FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS ..........................................    2

     CONSOLIDATED STATEMENTS OF OPERATIONS ................................    4

     CONSOLIDATED STATEMENTS OF CASH FLOWS ................................    5

     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ......................    6

     NOTES TO FINANCIAL STATEMENTS ........................................    7


<PAGE>



                         REPORT OF INDEPENDENT AUDITORS



Board of Directors
Starcraft Corporation and Subsidiaries
Goshen, Indiana

We have  audited  the  accompanying  consolidated  balance  sheets of  Starcraft
Corporation  and  Subsidiaries as of October 1, 2000 and October 3, 1999 and the
related consolidated  statements of operations,  shareholders'  equity, and cash
flows for the years ended  October 1, 2000,  October 3, 1999 and  September  27,
1998. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Starcraft Corporation and Subsidiaries as of October 1, 2000 and October 3, 1999
and the consolidated  results of its operations and its cash flows for the years
ended October 1, 2000, October 3, 1999 and September 27, 1998 in conformity with
generally accepted accounting principles.

                                               /s/ Crowe, Chizek and Company LLP

Elkhart, Indiana
November 9, 2000, except for Note 6
    as to which the date is  December  20, 2000
    and Note 3 as to which the dates are
    December 20, 2000 and January 23, 2001


<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       October 1, 2000 and October 3, 1999
--------------------------------------------------------------------------------


                                                    2000           1999
                                                    ----           ----
                                                    (dollars in thousands)
ASSETS
Current assets
     Cash and cash equivalents                   $   1,294     $     600
     Accounts receivable
         Trade less allowance for
           doubtful accounts: 2000 - $255;
           1999 - $40                               10,523        16,358
         Tooling and engineering services            2,110           250
     Manufacturers' rebates receivable                 329           468
     Inventories                                    10,629        16,377
     Other                                           1,153           530
                                                 ---------     ---------
         Total current assets                       26,038        34,583
Property and equipment
     Land, buildings and improvements                6,604         6,355
     Machinery and equipment                         6,794         6,677
                                                 ---------     ---------
                                                    13,398        13,032
     Less accumulated depreciation                   5,752         5,168
                                                 ---------     ---------
                                                     7,646         7,864

Goodwill, at amortized cost                          1,160         1,258

Other assets                                           150            76
                                                 ---------     ---------

                                                 $  34,994     $  43,781
                                                 =========     =========
<PAGE>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                       October 1, 2000 and October 3, 1999
--------------------------------------------------------------------------------

                                                      2000            1999
                                                      ----            ----
                                                     (dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt          $      1,114     $      1,057
  Accounts payable, trade                             16,814           18,496
  Accrued expenses
      Warranty                                         3,028            1,972
      Compensation and related expenses                  766              384
      Taxes                                            1,088            1,014
      Other                                            1,063            1,468
                                                ------------     ------------
      Total current liabilities                       23,873           24,391

Long-term debt                                         9,957           13,506

Minority interest in subsidiary                        1,087            1,698

Shareholders' equity
  Preferred stock, no par value:  2,000,000 shares
    authorized but unissued                                -                -
  Common stock, no par value:
      Authorized shares - 10,000,000 shares
        issued and outstanding shares
        - 2000 4,245,059; 1999  4,176,928             14,382           14,144
  Additional paid-in capital                           1,008            1,008
  Accumulated deficit                                (15,313)         (10,966)
                                                ------------     ------------
                                                          77            4,186
                                                ------------     ------------

                                                $     34,994     $     43,781
                                                ============     ============


<PAGE>
<TABLE>
<CAPTION>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the years ended October 1, 2000, October 3, 1999
                             and September 27, 1998
--------------------------------------------------------------------------------

                                                         2000         1999          1998
                                                         ----         ----          ----
                                                  (dollars in thousands, except per share data)
Net sales
<S>                                                   <C>          <C>           <C>
     Domestic                                         $  116,980   $  81,397     $  42,857
     Export                                               10,361       8,107        10,235
                                                      ----------   ---------     ---------
                                                         127,341      89,504        53,092

Cost of goods sold                                       110,045      74,548        49,590
                                                      ----------   ---------     ---------


Gross profit                                              17,296      14,956         3,502

Operating expenses
     Selling and promotion                                 5,144       4,638         4,484
     General and administrative                            9,778       6,284         5,064
                                                      ----------   ---------     ---------


Operating income (loss)                                    2,374       4,034        (6,046)

Nonoperating (expense) income
     Interest                                             (1,447)     (1,230)         (892)
     Other income, net                                        83         115           100
                                                      ----------   ---------     ---------
                                                          (1,364)     (1,115)         (792)
                                                      ----------   ---------     ---------
Income (loss) before minority interest
     and income taxes                                      1,010       2,919        (6,838)

Minority interest                                          4,918       2,448             -

Federal and state income taxes (credit)                      439         (51)          (79)
                                                      ----------   ---------     ---------

Net income (loss)                                     $   (4,347)  $     522     $  (6,759)
                                                      ==========   =========     =========

Earnings (loss) per common share, basic               $   (1.03)   $     .13     $  (1.63)

Earnings (loss) per common share, assuming dilution   $   (1.03)   $     .12     $  (1.63)


</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the years ended October 1, 2000, October 3, 1999 and September 27, 1998
--------------------------------------------------------------------------------

                                                        2000           1999             1998
                                                        ----           ----             ----
                                                               (dollars in thousands)
Cash flows from operating activities
<S>                                                 <C>             <C>              <C>
Net income (loss)                                   $    (4,347)    $     522        $  (6,759)
Adjustments to reconcile net income (loss)
  to net cash from operating activities
     Depreciation and amortization                        1,031         1,065            1,018
     Deferred income taxes                                    -          (331)            (177)
     Minority interest                                     (611)        1,698                -
     Change in operating assets and liabilities
         Receivables                                      4,114        (9,930)             823
         Inventories                                      5,748        (5,520)          (1,587)
         Accounts payable                                (1,682)       10,252            1,890
         Accrued expenses                                 1,512          (266)             178
         Other                                             (983)          (65)              30
                                                    -----------     ---------        ---------
              Net cash from operating activities          4,782        (2,575)          (4,584)

Cash flows from investing activities
Purchase of property and equipment                         (962)       (1,024)            (785)
Proceeds from sale of property and equipment                200            67               26
                                                    -----------     ---------        ---------
     Net cash from investing activities                    (762)         (957)            (759)

Cash flows from financing activities
Proceeds from revolving credit agreement                  6,755         8,664           11,604
Payments of revolving credit agreement                   (9,189)       (4,915)          (5,500)
Payments of long-term debt                               (1,058)         (986)               -
Issuance of common stock                                    166             -                -
                                                    -----------     ---------        ---------
     Net cash from financing activities                  (3,326)        2,763            6,104
                                                    -----------     ---------        ---------

Net change in cash and cash equivalents                     694          (769)             761

Cash and cash equivalents at beginning of year              600         1,369              608
                                                    -----------     ---------        ---------

Cash and cash equivalents at end of year            $     1,294     $     600        $   1,369
                                                    ===========     =========        =========

Supplemental disclosure of cash flow information

     Interest paid                                  $     1,380     $   1,411        $     770
     Income taxes paid (refunded)                           454          (360)              10

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
   For the years ended October 1, 2000, October 3, 1999 and September 27, 1998
--------------------------------------------------------------------------------
                                              Outstanding                  Additional
                                                Common        Common        Paid-In    Accumulated
                                                Shares         Stock        Capital      Deficit         Total
                                                ------         -----        -------      -------         -----
                                                              ---------------(dollars in thousands)--------------

<S>                                            <C>           <C>           <C>          <C>            <C>
Balance, September 29, 1997                    4,133,600     $  14,016     $   1,008    $  (4,729)     $  10,295
     Net loss                                          -             -             -       (6,759)        (6,759)
                                               ---------     ---------     ---------    ---------      ---------


Balance, September 27, 1998                    4,133,600        14,016         1,008      (11,488)         3,536
     Net income                                        -             -             -          522            522
     Issuance of 43,328 shares of
       common stock                               43,328           128             -            -            128
                                               ---------     ---------     ---------    ---------      ---------


Balance, October 3, 1999                       4,176,928        14,144         1,008      (10,966)         4,186
     Net loss                                          -             -             -       (4,347)        (4,347)
     Issuance of 68,131 shares of
       common stock                               68,131           238             -            -            238
                                               ---------     ---------     ---------    ---------      ---------

Balance, October 1, 2000                       4,245,059     $  14,382     $   1,008    $ (15,313)     $      77
                                               =========     =========     =========    =========      =========

</TABLE>
<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
             October 1, 2000, October 3, 1999 and September 27, 1998
                  (Dollars in thousands, except per share data)
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Principles of  Consolidation:  Starcraft  Corporation and
Subsidiaries  (Company)  are second stage  manufacturers  of custom van,  pickup
truck and sport utility vehicle conversions, shuttle buses and mobility vehicles
and  direct  OEM  (original  equipment  manufacturer)   automotive  supply.  The
consolidated  financial statements include the accounts of Starcraft Corporation
and its wholly owned  subsidiaries:  Starcraft  Automotive Group, Inc., Imperial
Automotive  Group,  Inc.  (Imperial),  Starcraft  Southwest,  Inc., and National
Mobility  Corporation.  The Company has a 50% ownership interest in Tecstar, LLC
(Tecstar) which is an OEM automotive supplier.  The accounts of Tecstar are also
included  in  these   consolidated   financial   statements.   All   significant
intercompany accounts and transactions have been eliminated in consolidation.

The  Company's  customers  operate  primarily in the  automotive  industry.  The
Company's conversion vehicles segment (see Note 12) sells product throughout the
United  States,  and export  sales are  principally  to  locations  in Japan and
northern Europe.  The bus and mobility vehicles segment primarily sells products
throughout the United States and Canada. The OEM automotive supply segment sales
are to one customer in the United States.  Credit is extended to customers based
on an  evaluation  of the  customer's  financial  condition,  and when credit is
extended collateral generally is not required.

Statements  of Cash  Flows - Noncash  Financing  Activities:  During  2000,  the
Company  issued  9,131  shares of common stock with a value of $72 to its 401(k)
plan. During 1999, the Company issued 29,926 shares of common stock with a value
of $90 to its 401(k) plan and issued  13,402 shares of common stock with a value
of $38 under the directors share plan.

Cash Equivalents and Concentrations:  Cash equivalents include all highly liquid
investments  with a maturity when  purchased of three months or less.  The first
$100 of deposits in each  financial  institution  is insured by an agency of the
U.S. Government.

Tooling and Engineering  Services  Receivable:  Tooling and engineering services
provided by third parties to Tecstar are reimbursed by Tecstar's  customer and a
receivable is recorded for such costs.

Inventories:  Inventories  are  stated at the lower of cost or  market.  Cost is
determined  by the  last-in,  first-out  (LIFO)  method for certain  inventories
($8,898 and $11,380 at October 1, 2000 and October 3, 1999, respectively) and by
the first-in, first-out (FIFO) method for all other inventories.


<PAGE>
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
  (Continued)

Property and Equipment:  Property and equipment are stated at cost. Depreciation
is computed  principally by the  straight-line  method over the estimated useful
lives of the assets. The Company is depreciating buildings over periods of 15 to
50 years,  building  improvements  over periods of 5 to 20 years,  and equipment
over periods of 3 to 12 years.

Goodwill:  Goodwill is amortized by the straight-line method over a period of 15
years and is stated net of accumulated  amortization of $350 and $252 at October
1,  2000  and  October  3,  1999,   respectively.   The  Company  evaluates  the
recoverability based on undiscounted projected operating cash flows when factors
indicate that an impairment may exist.

Warranties:  The Company  follows the policy of accruing an estimated  liability
for warranties at the time the warranted products are sold.

Revenue  Recognition:  The  Company  generally  manufactures  products  based on
specific orders from  customers.  Shipments are generally made by common carrier
after receiving  authorization from the customer, and revenue is recognized upon
shipment.  Net sales and cost of goods sold do not include the cost of consigned
chassis  (see Note 8),  except for  certain bus chassis  which  totaled  $5,930,
$3,287 and $567 for 2000, 1999 and 1998, respectively.

Stock Based  Compensation:  The Company  periodically grants stock options for a
fixed  number of shares to employees  and  directors.  The Company  accounts for
stock option grants in accordance with Accounting  Principles  Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25").

Use of Estimates:  Preparation  of the financial  statements in accordance  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Management
makes  estimates for warranty and contingency  reserves,  allowance for doubtful
accounts, impairment of goodwill, and depreciation expense.

Earnings  Per Common  Share:  Basic  earnings  per common  share is based on net
income available to common  shareholders  divided by the weighted average number
of common shares  considered to be outstanding  during the period.  The weighted
average  number of common  shares  outstanding  were  4,214,208,  4,158,651  and
4,133,600 for the years ended October 1, 2000, October 3, 1999 and September 27,
1998, respectively.  Diluted earnings per common share shows the dilutive effect
of any additional potential common shares issuable under stock options.


<PAGE>
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
  (Continued)

Fiscal Year:  The Company's  fiscal year ends on the Sunday closest to September
30. The years ended October 1, 2000 and September 27, 1998 consisted of 52 weeks
and the year ended October 3, 1999 consisted of 53 weeks.

Recently Enacted Accounting  Standards:  New accounting guidance for derivatives
will apply October 2, 2000. All derivative  instruments  will be recorded in the
balance sheet at their fair value.  Changes in the fair value of derivatives are
required to be recorded each period in current  earnings or other  comprehensive
income,  depending on whether the  derivative  is  designated as part of a hedge
transaction.  There was no effect of adopting  this standard on October 2, 2000.
In 2000, the AICPA issued SFAS No. 140,  "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities". This statement replaces
FASB No. 125, and is effective for 2001.  Management does not expect the effects
of adoption to be significant.

Fair Value of  Financial  Instruments:  The  Company's  carrying  amount for its
financial instruments, which include cash, accounts receivable, accounts payable
and long-term debt, approximates fair value.

Reclassification: Certain items in the financial statements for prior years have
been reclassified to conform to current year presentation; primarily tooling and
engineering services in the Balance Sheet.

NOTE 2 - INVENTORIES

The  composition  of  inventories  at October 1, 2000 and  October 3, 1999 is as
follows:

                                                    2000           1999
                                                    ----           ----

     Raw materials                               $   6,453     $   11,154
     Chassis                                         2,499          1,918
     Work-in-process                                   841          1,940
     Finished goods                                  1,756          1,675
     Obsolescence reserve                             (920)          (310)
                                                 ---------     ----------

                                                 $  10,629     $   16,377
                                                 =========     ==========

The use of the LIFO method of determining the cost of inventories did not have a
material effect on inventories at October 1, 2000 and October 3, 1999.


<PAGE>

NOTE 3 - DEBT ARRANGEMENTS

On October 30, 1998, the Company entered into a $14,000 credit  agreement with a
lending institution.  The agreement was amended in December 2000 as noted below.
Revolving  advances under the agreement are limited to specified  percentages of
eligible  receivables  and  inventories  and are  subject to a maximum  limit of
$9,200.  At October 1, 2000 and October 3, 1999, the outstanding  balance on the
revolver was $5,314 and $7,749, respectively. The credit agreement also includes
a $4,800  term loan which is payable in monthly  principal  installments  of $57
which  began  December  1, 1998.  At October  1, 2000 and  October 3, 1999,  the
outstanding  balance on the term loan was $3,543 and $4,171,  respectively.  The
note matures in November 2001 at which time any remaining  principal  balance is
due.  The  revolver  bears  interest  of either  1/2% over  prime or 3% over the
Eurodollar  rate. The term note bears interest at either 3/4% over prime or 3.5%
over the Eurodollar rate. The borrowings are secured by substantially all of the
Company's  assets.  There is a fee of .25% of the average  unused portion of the
maximum borrowing amount.  The loan agreements contain various covenants related
to  financial  ratios and other  items.  The Company  complied  with or obtained
waivers  on  December  20,  2000,  for all the  covenants  at  October  1, 2000.
Subsequent  to year end  certain  debt  covenants  have also been  amended.  The
Company complied with or obtained waivers on January 23, 2001 through the end of
the fiscal year, for all the covenants as of December 31, 2000.

On November 23, 1998, the Company entered into an amended credit  agreement with
its former primary lender.  The agreement  called for all borrowings over $3,000
to be paid with  proceeds  from the $14,000  refinancing  described  above.  The
remaining $3,000 is payable in monthly principal installments of $36 which began
December  1,  1998.  At October 1, 2000 and  October  3, 1999,  the  outstanding
balance on this term note was $2,214 and $2,643, respectively.  The note matures
in November 2001 at which time any remaining  principal balance is due. The note
bears  interest  at 2% over the  bank's  prime  rate and is  subordinate  to the
$14,000 credit agreement  described  above. The note is partially  guaranteed by
two  individuals,  both of whom are  currently  directors  and one of whom is an
officer of the Company (see Note 6).

On December  20, 2000 the Company and its  subsidiary,  Tecstar,  amended  their
credit agreements with their primary lending institution. The amended agreements
increase the maximum amount of the combined loans from $ 14,000 to $ 22,000, and
extend the term of the revolving advances to December 2005 for the Company,  and
November  2004 for Tecstar.  The  amendments  allow Tecstar to advance funds and
distribute  earnings to the Company if certain  conditions  are met, and expands
the  borrowing  base  against  which  Tecstar  may  receive  advances  under the
revolver. A portion of the Company's loan is guaranteed by two individuals, both
of whom are  currently  directors  and one of whom is an officer of the  Company
(see Note 6). All other  significant  terms of the  original  agreements  remain
unchanged.

The carrying amount of the Company's long-term debt approximates fair value.
<PAGE>

NOTE 3 - DEBT ARRANGEMENTS (Continued)

Long-term debt is due as follows:

            Fiscal Year Ending

                  2001                   $     1,114
                  2002                         4,643
                  2003                             -
                  2004                           435
                  2005                         4,879


NOTE 4 - INCOME TAXES

Federal and state income taxes (benefit),  all of which were
domestic, consist of the following:

                                        2000         1999           1998
                                         ----        ----           ----
     Current
          Federal                     $     -      $     -       $    (61)
          State                           439          280            159
                                      -------      -------       --------
                                          439          280             98
     Deferred
          Federal                           -         (289)          (154)
          State                             -          (42)           (23)
                                      -------      -------       --------
                                            -         (331)          (177)
                                      -------      -------       --------

                                      $   439      $   (51)      $    (79)
                                      =======      =======       ========

The provisions for income taxes are different from amounts that would  otherwise
be computed  by  applying a federal  statutory  rate of 34% to income  taxes.  A
reconciliation of the differences is as follows:

                                            2000         1999            1998
                                            ----         ----            ----

  Rate applied to pretax income (loss)   $   (1,329)   $     160     $   (2,325)
  State taxes - net                             290           24           (196)
  Change in valuation allowance:
       Net operating loss for which no
         benefit was recognized               1,242          474          2,231
       Other                                    332         (747)           254
  Other, net                                    (96)          38            (43)
                                         ----------    ---------     -----------
                                         $      439    $     (51)    $      (79)
                                         ==========    =========     ===========


<PAGE>

NOTE 4 - INCOME TAXES (Continued)

The  composition  of the deferred tax assets and  liabilities at October 1, 2000
and October 3, 1999 is shown below:

                                                    2000           1999
                                                    ----           ----
   Deferred tax liabilities

        Accelerated depreciation                $      (566)   $      (522)
        Inventory basis difference                     (331)          (331)
                                                -----------    -----------
                                                       (897)          (853)
   Deferred tax assets

        Inventory                                       388            181
        Nondeductible accruals
            Warranty                                    858            652
            Other                                       410            301
        Goodwill                                      1,295          1,441
        Alternative minimum tax credit
          carryforward                                  220            220
        Net operating loss carryforward               4,056          2,814
                                                -----------    -----------
   Total deferred tax assets                          7,227          5,609
   Valuation allowance                               (6,330)        (4,756)
                                                -----------    -----------
                                                        897            853
                                                -----------    -----------

   Net deferred tax asset (liability)           $         -    $         -
                                                ===========    ===========

The alternative minimum tax carryforward of $220 has no expiration date. The net
operating loss carryforward  expires as follows:  $6,015 in 2018, $1,011 in 2019
and $3,385 in 2020.

NOTE 5 - COMPENSATION PLANS

The Company sponsors a qualified  profit-sharing  plan, more commonly known as a
401(k) plan, for all of its employees with over six months of service.  The plan
provides  for a  discretionary  matching  contribution  by  the  Company  of the
employee's salary deduction,  up to 6% of compensation.  Also, the plan provides
for an additional discretionary contribution annually as determined by the Board
of Directors.  The amounts  charged to expense for this plan were  approximately
$144, $90 and $(250) in 2000, 1999 and 1998, respectively.


<PAGE>

NOTE 6 - STOCK OPTIONS

The Company  maintains two stock  incentive  plans under which stock options are
granted to key  employees  and  directors.  The plans  authorize the granting of
stock  options  for up to 880,000  shares of the  Company's  common  stock.  The
options  in these two plans  have five year  terms and  generally  become  fully
exercisable after six months. The Company also sponsors a stock option plan with
40,000   shares  of  common  stock   reserved  for  options  to  certain   sales
representatives  who are not  employees of the Company.  These options have five
year terms.

Under the three  plans,  options  may not be granted at prices  below 85% of the
current  market  value of the stock at the date of grant.  All  options  awarded
through October 1, 2000 have been at fair market value on the date of grant. For
the years ended October 1, 2000 and September 27, 1998,  the effect of the stock
options in computing earnings per common share was antidilutive.

Additionally, on November 20, 1998 the Company issued options to purchase shares
of common stock to two  individuals as incentive for their partial  guarantee of
the Company's  long-term debt (See Note 3). The individuals can each purchase up
to 200,000 shares of common stock of the Company for $2.20 per share,  which was
the ten day,  average market price preceding the date of grant. The options have
a five year term.

A summary of the Company's stock option activity and related  information  under
the plans discussed  above for the years ended October 1, 2000,  October 3, 1999
and September 27, 1998 follows:
<TABLE>
<CAPTION>

                                             2000                       1 9 9 9                      1 9 9 8
                                             ----                       -------                      -------
                                                 Weighted                     Weighted                    Weighted
                                                  Average                      Average                     Average
                                                 Exercise                     Exercise                    Exercise
                                    Options        Price        Options         Price        Options        Price
                                    -------        -----        -------         -----        -------        -----

Outstanding at
<S>                                  <C>         <C>              <C>        <C>              <C>         <C>
  beginning of year                  969,849     $  2.86          452,849    $   3.97         407,349     $  5.65
Granted                              277,000        6.83          562,500        2.15         188,849        1.85
Canceled                             (26,500)       4.88          (31,500)       3.72         (85,000)       4.41
Exercised                            (59,000)       2.83                -           -               -           -
Expired                              (78,500)       7.44          (14,000)       8.33         (58,349)       8.15
                                 -----------     -------      -----------    --------     -----------     -------
Outstanding at
  end of year                      1,082,849     $  3.50          969,849    $   2.86         452,849     $  3.97
                                 ===========     =======      ===========    ========     ===========     =======
Exercisable at end of year           905,943     $  2.83          959,849    $   2.85         383,515     $  4.22
                                 ===========     =======      ===========    ========     ===========     =======

</TABLE>
<PAGE>

NOTE 6 - STOCK OPTIONS (Continued)

As of October 1, 2000,  there were 765,349  options  outstanding  with  exercise
prices that ranged from $1.50 to $4.00. The  weighted-average  exercise price of
these options is $2.22, and the weighted-average  remaining  contractual life is
2.9 years. As of October 1, 2000,  there were 317,500 options  outstanding  with
exercise prices that ranged from $4.75 to $8.00. The  weighted-average  exercise
price of these options is $6.58, and the weighted-average  remaining contractual
life is 3.9 years.

The  Company  has  elected  to  follow  APB 25 and  related  interpretations  in
accounting for its employee stock options. Under APB 25, no compensation expense
has been  recognized  because the exercise price of the Company's  stock options
has  equaled  the  market  price of the  underlying  stock on the date of grant.
Proforma information  regarding net income and earnings per share is required by
FASB Statement No. 123,  "Accounting for Stock-Based  Compensation," ("FAS 123")
and has been  determined  as if the Company had  accounted for its stock options
issued in 2000,  1999 and 1998 under the fair value  method of FAS 123. The fair
value was estimated as of the date of grant using a Black-Sholes  option pricing
model with the following assumptions:

                                 2000               1999               1998
                                 ----               ----               ----

  Risk-free interest rate    5.23% - 6.79%      4.43% - 5.86%      4.52% - 5.63%
  Dividend yield                  0%                 0%                 0%
  Volatility factor         75.88% - 77.83%     62.4% - 70.9%      54.8% - 59.8%
  Expected option life          4 years           3-4 years           4 years

For purposes of proforma disclosures, the estimated fair value of the options is
amortized to expense over the options'  vesting period.  The Company's  proforma
information follows:

                                           2000          1999          1998
                                           ----          ----          ----

Proforma net loss                       $  (5,165)    $     (65)    $   (6,912)
Proforma net loss per share, basic      $   (1.23)    $   (0.02)    $    (1.67)
Proforma net loss per share, diluted    $   (1.23)    $   (0.02)    $    (1.67)

On December  12, 2000 the Company  issued  stock  options to purchase  shares of
common stock to two individuals as incentive for their partial  guarantee of the
Company's  long-term debt (See Note 3). The  individuals can each purchase up to
250,000 shares of common stock of the Company for $3.00 per share, which was the
twenty-day, average market price preceding the date of grant. The options have a
5 year term.
<PAGE>

NOTE 7 - SHAREHOLDER RIGHTS PLAN

In August 1997, the Company adopted a Shareholders Rights Plan issuing one right
for each  outstanding  share.  Each  right  entitles  the  registered  holder to
purchase from the Company one share of common stock at $15 per share, subject to
adjustment.  The rights  become  exercisable  if a person or group  (other  than
certain  related  persons)  acquires or announces a tender offer for  prescribed
percentages  of the Company's  shares or is declared an "adverse  person" by the
Company's  Board of Directors.  In these events,  each right holder may purchase
shares  with a value  equal to twice the  exercise  price.  Furthermore,  if the
Company  engages in certain  mergers or similar  business  combinations  a right
holder may purchase  shares of the  acquiring  company with a value to two times
the purchase price of the right. The rights expire on August 12, 2007.

NOTE 8 - CONSIGNMENT ARRANGEMENTS

The  Company  obtains  vehicle  chassis  for  modification  from  major  vehicle
manufacturers  (OEMs) under consignment and restricted sales  agreements.  These
agreements generally provide that (i) the Company may not obtain certificates of
origin or other evidence of ownership of chassis, (ii) modification must conform
to standards specified by OEMs, and (iii) modifications  generally are performed
only after a sale has been negotiated with an OEM approved  dealer.  The Company
generally ships converted chassis only after dealer acceptance has been approved
by the OEM. The OEMs bill the dealer and provide warranty for the chassis.

Consistent with the practice in the industry,  the Company  accounts for chassis
as consignment inventory. Accordingly, the Company records chassis inventory and
related obligations only in the event they are required to purchase chassis from
the OEM.  Provisions  for  decline  in chassis  value are  recognized  when,  in
management's estimation,  such provisions are necessary.  Provisions for decline
in chassis value,  chassis inventory,  and chassis sales are not material to the
accompanying financial statements.

At October 1, 2000,  the  Company  has  possession  of chassis in the  aggregate
amount of $21,500  (of which  $10,000  related to  chassis  on  consignment  for
periods  exceeding 90 days) and has total chassis line  availability of $30,900.
Carrying  charges on consignment  chassis,  which are presented in cost of goods
sold,  were  approximately  $1,318,  $819 and  $1,030  in 2000,  1999 and  1998,
respectively.  The OEMs have also  instituted  marketing  incentive  rebates  to
second-stage  manufacturers based on the number of chassis delivered to dealers.
Those incentives reduced cost of goods sold by approximately $341, $476 and $731
in 2000, 1999 and 1998, respectively.


<PAGE>

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company leases  certain of its  facilities  and equipment.  The total rental
expense for 2000,  1999 and 1998 was $939, $667 and $270,  respectively.  Rental
commitments at October 1, 2000 for long-term  noncancelable operating leases are
as follows:

         2001                            $        923
         2002                                     796
         2003                                     750
         2004                                     536
         2005                                     240
                                         ------------

                                         $      3,245

The Company is subject to various legal  proceedings  and claims with respect to
such matters as product  liabilities  and other actions,  which arise out of the
normal course of its  business.  Management  and its legal counsel  periodically
review the  probable  outcome of pending  proceedings  and the costs  reasonably
expected to be incurred. The Company accrues for these costs when it is probable
that a liability  has been incurred and the amount of the loss can be reasonably
estimated.  In the opinion of  management,  any ultimate  cost to the Company in
excess of amounts accrued will not materially affect its consolidated  financial
position, cash flows or results of operations.

The Company's commitments with respect to its chassis arrangements are described
in Note 8.

NOTE 10 - RESEARCH AND DEVELOPMENT

The  Company  incurs  costs to improve  the  appeal and safety of its  products.
Research and development costs are charged to operations when incurred.  Amounts
charged to operations were  approximately  $674, $490 and $520 in 2000, 1999 and
1998, respectively.


<PAGE>



NOTE 11 - UNAUDITED FINANCIAL INFORMATION

Presented below is certain unaudited quarterly  financial  information for 2000,
1999 and 1998.
                                                       Quarter Ended
                                                       -------------
                                 January 2,    April 2,     July 2,   October 1,
                                   2000         2000         2000        2000
                                   ----         ----         ----        ----

  Net sales                    $   36,193     $  36,355   $  33,081   $  21,712
  Gross profit (loss)               7,005         6,456       5,024      (1,189)
  Net income (loss)                   553           765        (277)     (5,388)
  Earnings (loss) per share          0.13          0.18       (0.07)      (1.27)
  Earnings (loss) per share
    assuming dilution                0.12          0.16       (0.07)      (1.27)

                                                        Quarter Ended
                                                        -------------
                                December 27,   March 28,   June 27,   October 3,
                                    1998         1999        1999        1999
                                    ----         ----        ----        ----

  Net sales                    $   12,134     $  18,639   $  28,112   $  30,619
  Gross profit                        958         3,398       5,727       4,873
  Net income (loss)                (1,820)          122       1,490         730
  Earnings (loss) per share         (0.44)         0.03        0.36        0.17
  Earnings (loss) per share
    assuming dilution               (0.44)         0.03        0.33        0.16

                                                        Quarter Ended
                                                        -------------
                               December 28,   March 29,  June 28,  September 27,
                                   1997        1998       1998         1998
                                   ----        ----       ----         ----

  Net sales                    $   13,419     $  14,464   $  11,820   $  13,389
  Gross profit  (loss)              1,205         1,656         856        (215)
  Net loss                         (1,137)         (821)     (1,281)     (3,520)
  Loss per share                    (0.28)        (0.19)      (0.31)      (0.85)

Adjustments  in the fourth  quarter of the fiscal year ended  September 27, 1998
included the start up loss related to Tecstar and certain accruals.

The gross loss in the fourth  quarter of the fiscal  year ended  October 1, 2000
was  primarily  due to the decline in sales  resulting  from the extended  plant
shutdown, at one of Tecstar's plants, for a model year changeover.


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION

In 1999,  the Company  adopted SFAS No. 131,  "Disclosures  about Segments of an
Enterprise  and  Related  Information".  The  Company  has  determined  that its
reportable segments are those that are based on the Company's method of internal
reporting,  which disaggregates its business by product category.  The Company's
three reportable  operating segments are conversion  vehicles,  bus and mobility
vehicles and OEM automotive supply. The Company evaluates the performance of its
segments  and  allocates  resources  to them  based  on  operating  income.  The
accounting  policies of the segments  are the same as those  described in Note 1
and there are no inter-segment revenues.  Differences between reported operating
segment income amounts and consolidated net income represent  corporate expenses
for  administrative  functions that are not allocated to segments,  nonoperating
income or expense, and the provision for income taxes. The OEM automotive supply
segment was started during 1998 and did not have any sales revenue, but did have
costs associated with starting the business.

The table below presents  information about segments used by the chief operating
decision maker of the Company for 2000, 1999 and 1998:

                                          2000           1999          1998
                                          ----           ----          ----
Net sales by geographic region:
     Conversion vehicles
       Domestic                         $  26,546     $  38,387    $  38,681
       Export
         Japan                              5,564         3,981        5,579
         Europe                             3,801         3,574        3,461
         Middle East                          532           302        1,195
         Other                                464           250            -
     Bus and mobility vehicles
         Domestic                          17,272        10,310        4,176
         Export                                 -             -            -
     OEM automotive supply
       Domestic                            73,162        32,700            -
       Export                                   -             -            -
                                        ---------     ---------    ---------

                                        $ 127,341     $  89,504    $  53,092
                                        =========     =========    =========

Operating segment income (loss):

     Conversion vehicles                $  (8,800)    $     557    $  (3,422)
     Bus and mobility vehicles                958          (286)         223
     OEM automotive supply                  5,467         3,240         (488)
                                        ---------     ---------    ---------

                                        $  (2,375)    $   3,511    $  (3,687)
                                        =========     =========    =========


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION (Continued)

                                               2000             1999
                                               ----             ----
Total assets:
     Conversion vehicles                   $     18,212     $     21,863
     Bus and mobility vehicles                    4,501            3,292
     OEM automotive supply                       12,281           18,626
                                           ------------     ------------

                                           $     34,994     $     43,781
                                           ============     ============

The following  provides a reconciliation of segment  information to consolidated
information.
<TABLE>
<CAPTION>

                                                       2000             1999            1998
                                                       ----             ----            ----

<S>                                                <C>              <C>             <C>
     Operating segment income (loss)               $     (2,375)    $      3,511    $     (3,687)
     Nonoperating expense                                (1,364)          (1,115)           (792)
     Federal and state income (tax) credit                 (439)              51              79
     Unallocated corporate expenses                        (169)          (1,925)         (2,359)
                                                   ------------     ------------    ------------

     Net income (loss)                             $     (4,347)    $        522    $     (6,759)
                                                   ============     ============    ============
</TABLE>

The following  specified  amounts are included in the measure of segment  income
(loss) reviewed by the chief operating decision maker:
<TABLE>
<CAPTION>

                                                       2000             1999            1998
                                                       ----             ----            ----
Depreciation and amortization expense
<S>                                                <C>              <C>             <C>
     Conversion vehicles                           $        784     $        910    $        963
     Bus and mobility vehicles                               73               68              55
     OEM automotive supply                                  174               87               -
                                                   ------------     ------------    ------------

                                                   $      1,031     $      1,065    $      1,018
                                                   ============     ============    ============
</TABLE>

The  information  below  contains  information  regarding  significant  customer
concentrations by segment for sales and accounts receivable. The Company has one
significant customer and this customer is the same for both segments.


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION (Continued)

Sales by segment for this major customer are as follows:

                                       2000             1999             1998
                                       ----             ----             ----

     Conversion vehicles           $      5,423     $      4,283    $      6,774
     Bus and mobility vehicles                -                -               -
     OEM automotive supply               73,163           32,700               -

Significant  customer  concentrations  in accounts  receivable for the Company's
major customer are as follows:

                                            2000             1999
                                            ----             ----

     Conversion vehicles                $         25     $        389
     Bus and mobility vehicles                     -                -
     OEM automotive supply                     8,071           12,914


NOTE 13 - EARNINGS (LOSS) PER SHARE

A reconciliation of the numerators and denominators of the basic earnings (loss)
per  common  share and  earnings  (loss)  per  common  share  assuming  dilution
computations for the years ended October 1, 2000,  October 3, 1999 and September
27, 1998 is presented below.

                                         2000            1999           1998
                                         ----            ----           ----
Earnings (loss) per share, basic
Net income (loss) available to
  common shareholders                  $   (4,347)    $      522    $   (6,759)
                                       ==========     ==========    ==========
Weighted average common shares
  outstanding                               4,214          4,159         4,134

Earnings (loss) per share, basic       $    (1.03)    $     0.13    $    (1.63)
                                       ==========     ==========    ==========

Earnings (loss) per share assuming
   dilution
Net income (loss) available to
  common shareholders                  $   (4,347)    $      522    $   (6,759)
                                       ==========     ==========    ==========




<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
             October 1, 2000, October 3, 1999 and September 27, 1998
                  (Dollars in thousands, except per share data)
--------------------------------------------------------------------------------

NOTE 13 - EARNINGS (LOSS) PER SHARE (Continued)

                                          2000           1999          1998
                                          ----           ----          ----

Weighted average common shares
  outstanding                               4,214          4,159         4,134

Add:  dilutive effects of assumed
  conversions and exercises:
     Stock options                              -            289             -
     Other                                      -              2             -
                                       ----------     ----------    ----------
Weighted average common and dilutive
  potential common shares outstanding       4,214          4,450         4,134

Earnings (loss) per share assuming
  dilution                             $    (1.03)    $     0.12    $    (1.63)
                                       ==========     ==========    ==========

Stock options were not considered in computing loss per common share for 2000 or
1998 because they were  antidilutive.  In addition,  incentive  stock options on
211,500  shares of common stock were not  considered  in computing  earnings per
share for 1999 because they were antidilutive.

NOTE 14 - RELATED PARTY TRANSACTIONS

The Company paid administrative and engineering support in the amounts of $3,230
and $1,193 for 2000 and 1999, respectively to the company's partner in Tecstar.

NOTE 15 - MANAGEMENT'S INTENT REGARDING FUTURE OPERATIONS

At  October  1,  2000 and for the year  then  ended,  the  Company  has  minimal
shareholders'  equity and had a significant  current year loss.  Primary factors
for the loss include the continued decline in demand in the conversion  vehicles
segment  and a  plant  shutdown  at one of the  OEM  automotive  supply  segment
locations.

Future  operations  of the Company are  intended  to  continue.  The Company has
amended the terms of its existing debt  agreement  with its primary  lender that
extends  the  maturity  date on  certain  notes  payable  and gives the  Company
additional  liquidity  (see Note 3).  Production  began in a new OEM  automotive
supply plant in November 2000.  Additionally,  the OEM  automotive  supply plant
that  experienced  the  extended  shutdown  for a model  changeover  started  up
production again in January 2001.  Management intends to reduce operating losses
and return the Company to profitability through continued diversification of its
products and  markets,  focus  effort and  resources  on higher  margin lines of
business,  and through cost  reductions.  Management  intends to reassess  their
long-term  strategy for the conversion vehicle segment based on current industry
trends.  Further,  subsequent  to  year-end,  the Company  has  reduced  certain
personnel and other  overhead  costs in the  conversion  vehicle  segment as the
conversion  vehicle  business has continued to decline.  Management  anticipates
further  decline in the  conversion  vehicle  business and therefore  intends to
continue to reduce costs on an ongoing basis to minimize  operating  losses from
this  segment.  If  future  actual  results  fail  to  meet  management's  plan,
additional losses could occur.


<PAGE>

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE - EFFECTS ON FINANCIAL STATEMENT

Not Applicable

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 25, 2001.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 25, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 25, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 25, 2001.


<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
         8-K.

(a)      The following documents are filed as part of the report:

         Financial Statements (as of October 1, 2000 and October 3, 1999 and for
         the  fiscal  periods  ended  October 1,  2000,  October  3,  1999,  and
         September 27, 1998):

         Report of Independent Auditors
         Balance Sheets
         Statements of Operations
         Statements of Cash Flows
         Statements of Shareholders' Equity
         Notes to Financial Statements

(b)      Reports on Form 8-K
         No reports on Form 8-K  were filed by the  Company  during the  quarter
         ended October 1, 2000.

(c)      The exhibits filed herewith or incorporated by reference herein are set
         forth on the Exhibit Index beginning on page E-1.

(d)      The  following  financial  statement  schedule is filed as part of this
         report:

         (i)      Valuation and Qualifying Accounts and Reserves.

         All other  schedules  for  which  provision  is made in the  applicable
         accounting  regulations of the  Securities and Exchange  Commission are
         not required under the related  instructions  or are  inapplicable  and
         have been omitted.


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
Starcraft Corporation and Subsidiaries
Goshen, Indiana

We have audited the consolidated  financial statements of Starcraft  Corporation
and  Subsidiaries  as of October  1, 2000 and  October 3, 1999 and for the years
ended  October 1, 2000,  October 3, 1999 and  September 27, 1998 and have issued
our report  thereon  dated  November  9,  2000.  Our audits  also  included  the
information  for the years ended October 1, 2000,  October 3, 1999 and September
27, 1998 in the financial  statement  schedule  listed in Item 14 of this Annual
Report.  This schedule is the  responsibility of the Company's  management.  Our
responsibility is to express an opinion based on our audits.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly in all material  respects the information as of October 1, 2000
and October 3, 1999 and for the years ended October 1, 2000, October 3, 1999 and
September 27, 1998 set forth therein.

                                             /s/ Crowe, Chizek and Company LLP


Elkhart, Indiana
November 9, 2000

<PAGE>
<TABLE>
<CAPTION>
                                   Schedule II
                 Valuation and Qualifying Accounts and Reserves
                             (Dollars in Thousands)

                                                        Balance at                              Deductions from/        Balance at
                                                       Beginning of           Charged to          Additions to           Close of
                                                          Period              Operations          Reserves (a)            Period

Allowance for doubtful  accounts - deducted from accounts  receivable,  trade in the consolidated balance sheets:

<S>                                                         <C>                  <C>                  <C>                   <C>
52 weeks ended October 1, 2000                              40                   276                  (61)                  255

53 weeks ended October 3, 1999                              40                     -                    -                    40

52 weeks ended September 27, 1998                           81                     -                  (41)                   40

</TABLE>

(a) Write-off of bad debts, less recoveries


<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities  Exchange Act
of 1934, as amended,  the Registrant has duly caused this report to be signed on
behalf of the undersigned, thereto duly authorized.

                                            STARCRAFT CORPORATION

DATE: January 23, 2001                   By: /s/ Kelly L. Rose
                                            -----------------------------------
                                            Kelly L. Rose,
                                            Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on this 23rd day of January, 2001.

1)      Principal Executive Officer:

     By:   /s/   Kelly L. Rose
        -----------------------------------    Chairman, Chief Executive Officer
        Kelly L. Rose

2)      Principal Financial/Accounting Officer:

     By:   /s/   Richard J. Mullin
        -----------------------------------    Senior Vice President, Secretary
        Richard J. Mullin                      Chief Financial Officer


3)      The Board of Directors:

     By:   /s/   Kelly L. Rose
        -----------------------------------    Director
        Kelly L. Rose

     By:   /s/   David J. Matteson
        -----------------------------------    Director
        David J. Matteson

     By:   /s/   Allen H. Neuharth
        -----------------------------------    Director
        Allen H. Neuharth

     By:   /s/   G. Raymond Stults
        -----------------------------------    Director
        G. Raymond Stults

     By:   /s/   Michael H. Schoeffler
        -----------------------------------    Director
        Michael H. Schoeffler


<PAGE>
PART IV

                                  EXHIBIT INDEX

Reference to                                                       Sequential
Regulation S-K                                                       Page
Exhibit Number                      Document                         Number

     3.1       Registrant's  Articles of  Incorporation,  as
               amended. Incorporated by reference to Exhibit
               3.1 to the  Registrant's  Form  10-K  for the
               year ending October 1, 1995.                           *

     3.2       Registrant's  Code of  By-Laws,  as  amended.          [ ]

     4.1       Article 6 - "Terms of Shares" and Article 9 -
               "Provisions     for     Certain      Business
               Combinations" of the Registrant's Articles of
               Incorporation,  as amended.  Incorporated  by
               reference to Exhibit 3.1 to the  Registrant's
               Form  10-K for the  year  ending  October  1,
               1995.                                                  *

     4.2       Article III - "Shareholder Meetings", Article
               VI -  "Certificates  for  Shares" and Article
               VII - "Corporate  Books and Records - Section
               3" of the  Registrant's  Code of By-Laws,  as
               amended. Incorporated by reference to Exhibit
               3.2 to the  Registrant's  Form  10-K  for the
               fiscal year ending September 29, 1996.                 *

     4.3       Amended and Restated Credit Agreement between
               the  Registrant  and Bank  One  Indianapolis,
               N.A.,  dated November 30, 1994.  Incorporated
               by   reference   to   Exhibit   4.6   of  the
               Registrant's  Form 10-K for the  fiscal  year
               ending October 2, 1994.                                *

     4.4       First   Amendment  to  Amended  and  Restated
               Credit  Agreement  between the Registrant and
               Bank One,  Indianapolis,  N.A. dated March 7,
               1995.  Incorporated  by  reference to Exhibit
               10(2) to the  Registrant's  Form 10-Q for the
               quarter ending April 2, 1995.                          *

     4.5       Second  Amendment  to  Amended  and  Restated
               Credit  Agreement dated April 6, 1996,  among
               Starcraft  Corporation,  Starcraft Automotive
               Group, Inc.  Imperial  Automobile Group, Inc.
               and Bank One, Indianapolis, N.A. Incorporated
               by  reference to the  Registrant's  Form 10-Q
               for the Quarter Ended March 31, 1997.                  *

     4.6       Third   Amendment  to  Amended  and  Restated
               Credit Agreement, effective January 31, 1997,
               among   Starcraft   Corporation,    Starcraft
               Automotive Group, Inc.,  Imperial  Automobile
               Group, Inc. and Bank One, Indianapolis,  N.A.
               Incorporated by reference to the Registrant's
               Form  10-Q for the  Quarter  Ended  March 31,
               1997.                                                  *

     4.7       Fourth  Amendment  to  Amended  and  Restated
               Credit  Agreement,  effective  June 29, 1997,
               among   Starcraft   Corporation,    Starcraft
               Automotive Group, Inc.,  Imperial  Automobile
               Group, Inc. and Bank One, Indianapolis,  N.A.
               Incorporated  by  reference to Exhibit 4.7 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 28, 1997.                        *

     4.8       Fifth   Amendment  to  Amended  and  Restated
               Credit  Agreement,   effective  December  31,
               1997, among Starcraft Corporation,  Starcraft
               Automotive Group, Inc.,  Imperial  Automobile
               Group, Inc. and Bank One, Indianapolis,  N.A.
               Incorporated  by  reference to Exhibit 4.8 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 28, 1997.                        *

     4.9       Seventh  Amendment  to Amended  and  Restated
               Credit  Agreement,  dated as of February  27,
               1998, among Starcraft Corporation, Starcraft
               Automotive Group, Inc.,  Imperial  Automotive
               Group,  Inc.  and  Bank  One,  Indiana,  N.A.
               Incorporated  by reference to Exhibit 10.1 of
               the  Registrant's  Form 10-Q for the  quarter
               ending March 29, 1998.                                 *

     4.10      Eighth  Amendment  to  Amended  and  Restated
               Credit  Agreement,   effective  November  23,
               1998, among Starcraft Corporation,  Starcraft
               Automotive Group, Inc.,  Imperial  Automobile
               Group, Inc. and Bank One, Indianapolis,  N.A.
               Incorporated  by reference to Exhibit 4.10 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 27, 1998.                        *

     4.11      Rights  Agreement,  dated  as of  August  12,
               1997, between Registrant and Harris Trust and
               Savings Bank,  as Rights Agent.  Incorporated
               by  reference to the  Registrant's  8-A filed
               September 9, 1997.                                     *

     4.12      Promissory  Note  from  Starcraft  Automotive
               Group, Inc. to Bank One, Indiana,  N.A. dated
               November 23, 1998.  Incorporated by reference
               to Exhibit 4.12 of the Registrant's Form 10-K
               for the  fiscal  year  ending  September  27,
               1998.                                                  *

     4.13      Guaranty of Kelly L. Rose to the  obligations
               of Starcraft  Automotive  Group, Inc. to Bank
               One,  Indiana,  N.A. dated November 23, 1998.
               Incorporated  by reference to Exhibit 4.13 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 27, 1998.                        *

     4.14      Guaranty   of   Gerald   R.   Stults  to  the
               obligations  of Starcraft  Automotive  Group,
               Inc.  to  Bank  One,   Indiana,   N.A.  dated
               November 23, 1998.  Incorporated by reference
               to Exhibit 4.14 of the Registrant's Form 10-K
               for the  fiscal  year  ending  September  27,
               1998.                                                  *

     4.15      Loan  and  Security  Agreement  by and  among
               Starcraft  Automotive Group,  Inc.,  National
               Mobility Corporation,  Starcraft Corporation,
               Imperial  Automotive Group, Inc. and Foothill
               Capital Corporation,  dated October 30, 1998.
               Incorporated  by reference to Exhibit 4.15 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 27, 1998.                        *

     4.16      Secured   Promissory   Note  from   Starcraft
               Automotive  Group, Inc. and National Mobility
               Corporation to Foothill  Capital  Corporation
               dated  October  30,  1998.   Incorporated  by
               reference to Exhibit 4.16 of the Registrant's
               Form  10-K  for  the   fiscal   year   ending
               September 27, 1998.                                    *

      4.17     Amended  and   Restated   Loan  and  Security
               Agreement  by and  between  Tecstar,  LLC, as
               Borrower and Foothill Capital Corporation, as
               Lender dated as of December 12,2000.                   [ ]

      4.18     Subordination Agreement between Kelly L. Rose
               and  G.  Ray  Stults  and  Foothill   Capital
               Corporation dated as of December 12,2000.              [ ]

      4.19     Waiver,  Consent and Second Amendment to Loan
               Agreement among Starcraft  Automotive  Group,
               Inc.,    National    Mobility    Corporation,
               Starcraft Corporation and Imperial Automotive
               Group, Inc. and Foothill Capital  Corporation
               entered into as of December 12, 2000.                  [ ]

     10.1(a)   The Starcraft  Automotive  Corporation  Stock
               Incentive Plan.                                        **

     10.1(b)   The   Starcraft    Corporation   1997   Stock
               Incentive Plan.  Incorporated by reference to
               Exhibit 10.1(b) to the Registrant's From 10-K
               for the  fiscal  year  ending  September  29,
               1996.                                                  *

     10.2      Form of Tax  indemnification  agreement among
               the  Registrant,  Mr.  Kash,  Mr.  Rose,  Mr.
               Newberry and Mr. Hardin, dated as of July 21,
               1993.  Incorporated  by  reference to Exhibit
               10.7   of   the   Registrant's   registration
               statement on Form S-1, Reg. No. 33- 63760.             *

     10.3(a)   Employment Agreement with Kelly L. Rose dated
               December 12, 1996.  Incorporated by reference
               to Exhibit 10.3(b) to the  Registrant's  From
               10-K for the fiscal year ending September 29,
               1996.                                                  *

     10.3(b)   Form  of   First   Addendum   to   Employment
               Agreement  with Kelly L. Rose,  December  31,
               1997.  Incorporated  by  reference to Exhibit
               10.1 of the  Registrant's  Form  10-Q for the
               fiscal year ending March 29, 1998.                     *

     10.3(c)   Second Addendum to Employment  Agreement with
               Kelly L. Rose,  effective  December 15, 1997.
               Incorporated  by reference to Exhibit 10.3(d)
               of the Registrant's  Form 10-K for the fiscal
               year ending September 27, 1998.                        *

     10.3(d)   Consulting  Agreement  with Allen H. Neuharth
               dated  September  15, 1993.  Incorporated  by
               reference   to   Exhibit   10.3(k)   of   the
               Registrant's  Form 10-K for the  fiscal  year
               ending October 2, 1994.                                *

     10.3(e)   Employment  Agreement  between the Registrant
               and Michael H. Schoeffler  dated December 12,
               1996.  Incorporated  by  reference to Exhibit
               10.3(e) to the Registrant's Form 10-K for the
               fiscal year ending September 29, 1996.                 *

     10.3(f)   Employment  Agreement  between the Registrant
               and Richard J. Mullin effective May 1, 2000.           [ ]

     10.4      Intercreditor  Agreement  between  Ford Motor
               Credit  Company  and Bank One,  Indianapolis,
               N.A.  dated July 17,  1992.  Incorporated  by
               reference    to   Exhibit    10.20   of   the
               Registrant's Form S-1.                                 **

     10.5      Truck   Consignment   Agreement  between  the
               Registrant  and  Chrysler  Corporation  dated
               August 29, 1991. Incorporated by reference to
               Exhibit 10.21 of the  Registrant's  Form S-1.          **

     10.6      License   Agreement   by  and   between   the
               Registrant  and   AlliedSignal,   Inc.  dated
               February 18, 1993.  Incorporated by reference
               to  Exhibit  10.22 of the  Registrant's  Form
               S-1.                                                   **

     10.7      Agent    Agreement   by   and   between   the
               Registrant,  Mitsui & Co. (U.S.A.),  Inc. and
               Mitsui  & Co.,  Ltd.  dated  March  1,  1993.
               Incorporated by reference to Exhibit 10.23 of
               the Registrant's Form S-1.                             **

     10.8      License   Agreement   by  and   between   the
               Registrant   and  Starcraft  RV,  Inc.  dated
               September 12, 1991. Incorporated by reference
               to  Exhibit  10.24 of the  Registrant's  Form
               S-1.                                                   **

     10.9      License   Agreement   by  and   between   the
               Registrant    and   Starcraft    Recreational
               Products,   Ltd.   dated  January  18,  1991.
               Incorporated by reference to Exhibit 10.25 of
               the Registrant's Form S-1.                             **

     10.10(a)  Directors'  Share  Plan,  restated  effective
               October 1, 1995. Incorporated by reference to
               Exhibit  10.16(a)  of the  Registrant's  Form
               10-K for the year ending October 1, 1995.              *

     10.10(b)  Directors'    Compensation    Deferral   Plan
               effective  October 1, 1995.  Incorporated  by
               reference   to   Exhibit   10.16(b)   of  the
               Registrant's  Form  10-K for the year  ending
               October 1, 1995.                                       *

     10.11     Intercreditor   Agreement   between   General
               Motors  Acceptance  Corporation  and Bank One
               Indianapolis,   N.A.  dated  July  15,  1994.
               Incorporated by reference to Exhibit 10.24 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending October 2, 1994.                           *

     10.12     Agreement  between  Chrysler  Corporation and
               Starcraft  Automotive  Group, Inc. dated July
               1, 1995. Incorporated by reference to Exhibit
               10.29 of the  Registrant's  Form 10-K for the
               year ending October 1, 1995.                           *

     10.13     Pool  Company   Wholesale  Finance  Plan  and
               Security  Agreement  between  Chrysler Credit
               Corporation and Starcraft  Automotive  Group,
               Inc.  dated  July 1,  1995.  Incorporated  by
               reference    to   Exhibit    10.30   of   the
               Registrant's  Form  10-K for the year  ending
               October 1, 1995.                                       *

     10.14     Warrant to Purchase  200,000 Shares of Common
               Stock of  Starcraft  Corporation,  issued  to
               Kelly  L.  Rose,  dated  November  23,  1998.
               Incorporated by reference to Exhibit 10.33 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 27, 1998.                        *

     10.15     Warrant to Purchase  200,000 Shares of Common
               Stock of Starcraft Corporation,  issued to G.
               Ray  Stults,   dated   November   23,   1998.
               Incorporated by reference to Exhibit 10.34 of
               the  Registrant's  Form  10-K for the  fiscal
               year ending September 27, 1998.                        *

     10.16     Stock  Options to  Purchase  Shares of Common
               Stock of  Starcraft  Corporation  of Kelly L.
               Rose dated as of December 12, 2000.                    [ ]

     10.17     Stock  Options to  Purchase  Shares of Common
               Stock of Starcraft  Corporation of G. Raymond
               Stults dated as of December 12, 2000.                  [ ]

     10.18(a)  Reimbursement   Agreement  between  Starcraft
               Corporation,  National Mobility  Corporation,
               Imperial Automotive Group, Inc. and Starcraft
               Automotive  Group, Inc. and Kelly L. Rose and
               G. Ray Stults dated as of December 12, 2000.           [ ]

     10.18(b)  Security    Agreement    between    Starcraft
               Corporation and Starcraft  Automotive  Group,
               Inc.  and  Kelly L.  Rose  and G. Ray  Stults
               entered into as of December 12, 2000.                  [ ]

     10.18(c)  Real  Property  Mortgage   (LaGrange  County,
               Indiana)(Elkhart  County,  Indiana)  made and
               executed  by  Starcraft  Corporation,   f/k/a
               Rokane  Investment  Group,  Inc.  in favor of
               Kelly L.  Rose and G. Ray  Stults  made as of
               December 12, 2000.                                     [ ]

     10.19     Pool   Company    Wholesale    Finance   Plan
               Application   for  Wholesale   Financing  and
               Security   Agreement  to  Ford  Motor  Credit
               Company by Starcraft  Automotive  Group, Inc.
               dated as of January 27, 1995.                          [ ]

     10.20     Inventory Loan and Security  Agreement by and
               between General Motors Acceptance Corporation
               and Starcraft Automotive Group, Inc. dated as
               of February 1, 1996.                                   [ ]

     10.21     Special   Vehicle   Manufacturer   Converters
               Agreement  by  and  between   General  Motors
               Corporation and Starcraft  Automotive  Group,
               Inc. effective July 1, 1999.                           [ ]

     10.22     Ford Motor Company, Ford Authorized Agreement
               for  the  Qualified  Vehicle  Modifiers  (QVM)
               Program between  Starcraft  Automotive Group,
               Inc.  and  Ford  Motor  Company  dated  as of
               December 15, 1999.                                     [ ]

     21        Subsidiaries of the Registrant.                        [ ]

     23.1      Consent of Crowe,  Chizek and Company LLP.             [ ]

     27        Financial Data Schedule                                [ ]
---------------

*        Incorporated by reference as indicated in the description.

**       Incorporated  by reference to the  exhibit,  bearing the  corresponding
         exhibit number to the Registrant's  registration statement on Form S-1,
         Reg. No. 33-63760, unless another exhibit number is listed in the above
         description.