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 September 30, 2001. 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.     X
                                      -----
The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of December 18, 2001, was $15,997,721.

The  number of shares of the  Registrant's  Common  stock,  without  par  value,
outstanding as of December 21, 2001, was 4,266,059 shares.



DOCUMENTS INCORPORATED HEREIN BY REFERENCE

The  Registrant's  definitive  proxy  statement  to be filed with respect to the
Annual  Meeting of  Shareholders  to be held February 6, 2002,  is  incorporated
herein by reference in response to portions of Part III of this report.


<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 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
two  segments;   conversion   vehicle  parts  and  direct   Original   Equipment
Manufacturer  ("OEM")  automotive  supply.  Conversion vehicle parts are used in
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  2001,  the  Company  sold  its
unprofitable van conversion  business.  In August 2001, the Company sold its bus
and mobility  business.  The results of these two businesses are recorded in the
Company's financial statements as discontinued operations.

The Company  became a public  company in July 1993 and its shares are  currently
trading on the Over the Counter Bulletin Board ("OTCBB").

SEGMENTS

The following table sets forth for the three years ended September 30, 2001, the
net  sales  and  operating  income  for the  Company's  operating  segments,  in
thousands,

<TABLE>
<CAPTION>

                                                                 Net Sales
                                           --------------------------------------------------
                                              2001                  2000               1999
                                              ----                  ----               ----
<S>                                        <C>                    <C>                <C>
         OEM automotive supply             $  43,694              $ 73,162           $ 32,700
         Conversion vehicle parts              5,240                 2,153              3,683
                                           ---------              --------           --------

                     Total                 $  48,934              $ 75,315           $ 36,383
                                           =========              ========           ========


                                                          Operating Segment Income
                                           --------------------------------------------------

                                              2001                  2000               1999
                                              ----                  ----               ----
         OEM automotive supply             $     347              $  5,467           $  3,240
         Conversion vehicle parts                981                    44                 71
                                           ---------              --------           --------

                     Total                 $   1,328              $  5,511           $  3,311
                                           =========              ========           =========

</TABLE>



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

                                                       2001            2000             1999
                                                       ----            ----             ----
<S>                                                 <C>             <C>              <C>
         Operating segment income                   $  1,328        $  5,511         $  3,311
         Nonoperating expense                           (254)           (782)            (604)
         Income tax (expense) credit                     (26)           (379)              21
         Unallocated corporate expenses                 (546)           (169)          (1,925)
                                                    ---------       ---------        ---------
                     Income from
                        Continuing operations       $    502        $   4,181        $    803
                                                    ========        =========        =========
</TABLE>


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 2001,  2000 and 1999 were to
General Motors Corporation ("GM").

The LLC's strategy is to provide OEM's with faster time to market,  less costly,
high quality exterior appearance packages.  The LLC operates three manufacturing
facilities in close proximity to the OEM vehicle assembly plants.  Each facility
is QS 9001 registered.

The LLC receives vehicle chassis from the OEM and adds certain  appearance items
such as ground effects, wheels and badging. Chassis are provided by the OEM on a
drop-ship  basis and are not included in the sales of the Company.  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 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.

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.

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 second  quarter of fiscal 2001.  The facility was back in
production in the third 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.  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.

At  September  30,  2001,  the LLC's  backlog of firm  orders  was $6.2  million
compared  with a backlog of $1.9  million at October 1, 2000.  The  increase  in
backlog is  primarily  due to all three plants  operating at September  30, 2001
where  only one  plant  was  operating  at  October  1,  2000  due to the  model
changeover  at  the  LLC's  Texas  plant.   The  LLC  utilizes  an   independent
manufacturer representative to market and sell its services.


Conversion Vehicle Parts

The Company purchases for resale and manufactures conversion vehicle parts for a
variety of GMC,  Chevrolet,  Ford and Dodge conversion vans,  pick-up trucks and
SUVs. The Company sells seats, carpeting,  electronics, running boards and other
items that enhance  passenger comfort and safety.  Conversion  vehicle parts are
sold and distributed  directly to vehicle owners and through  approximately  250
OEM  automobile  dealers  that were former  conversion  vehicle  customers.  The
Company  sells these  products  primarily  in North  America but also exports to
Northern Europe and Asia.

The domestic  conversion  vehicle  industry has declined  steadily over the last
several years. Many conversion  vehicle  manufacturers  have ceased operation in
light of this decline.  However,  over one million conversion vehicles have been
manufactured  over the last  seven  years and many are still in use.  During the
life of the conversion vehicle, many conversion  components,  including seating,
electronics,  carpet and wood trim must be replaced.  Based on this information,
the Company believes an opportunity  exists to grow its conversion vehicle parts
business. However, high gasoline prices, the slowing economy, and the increasing
popularity of Sport Utility Vehicles may accelerate the decline in the number of
conversion vehicles in use.

The Company also  purchases  conversion  kits in the United States and ships the
kits to a vendor in Mexico.  The kits are installed on van chassis and then sold
to approximately 20 automobile dealers throughout Mexico.

The Company  started its conversion kit assembly in Mexico in the fourth quarter
of 2000 as part of a strategy to expand its  conversion  vehicle  business  into
Central and South America.  The Company does not believe it has any  competition
in this market.  Sales may be negatively impacted by the Mexican economy and the
availability of OEM chassis.

At September 30, 2001, the Company had a backlog of $180 compared with a backlog
of $220 at October 1, 2000. The backlog declined from prior year levels due to a
decline of certain international orders. 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.

In  conjunction  with the sale of the  conversion  vehicle  business and bus and
mobility  business,  the Company may be obligated to repurchase certain accounts
receivable and inventory.  Further, the Company has indemnified the purchaser of
the bus and mobility business if warranty expenses exceed amounts assumed by the
purchaser.  The Company believes it had recorded  adequate reserves at September
30, 2001. However,  there is no assurance that these reserves will be sufficient
to offset actual obligations assumed under these agreements.

The  Company  competes  in  its  components  business  with  conversion  vehicle
manufacturers. There is no assurance that the Company will be able to retain its
current  customers or add new  customers as a result of the sale its  conversion
vehicle  business  as many  customers  may  prefer to  purchase  parts  from its
conversion vehicle supplier.

PATENTS AND TRADEMARKS

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,  recreational  vehicle products,  conversion vans, shuttle buses and
mobility  vans.  It licenses  the owners of the  Predecessor's  RV business  and
Canadian  van  conversion  business,  as  well  as the  purchasers  of  its  van
conversion  vehicle and bus and mobility  businesses,  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.  The
agreement for the sale of the Company's conversion vehicle business requires the
purchaser to pay royalties of $100 for each conversion vehicle unit sold for the
five years beginning April 2002.

MANUFACTURING

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. Most conversion vehicle parts
are purchased  for resale.  Certain wood parts are  manufactured  in the Goshen,
Indiana plant.

All components for the OEM automotive  supply segment are purchased from outside
suppliers.  The primary raw material used in the  components is plastic that the
Company  believes  is  readily  available  from  several  sources.  The  primary
components  for  conversion  vehicle  parts  are  also  purchased  from  outside
suppliers.  The principal raw materials  used in the  manufacturing  process are
fabric and plywood. 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.

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  components  are  affected by these  standards.  The  Company  engages
various  testing  companies,  which also perform  testing for NHTSA, to test the
Company's  components.  The Company's components subject to these 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.  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 September 30, 2001, the Company  employed 206 people.  Of these,  133 were
production  line  associates  and  73  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 September 30,
2001:



                           Size of       Owned or
Location                  Facility        Leased        Type of Operation

Goshen, Indiana           5,000 s.f.      Leased    Executive and Administrative
                                                    Offices

Goshen, Indiana          10,000 s.f.      Owned     Parts warehouse, Offices and
                                                    Manufacturing (6 acres),
                                                    Conversion Vehicle Parts
                                                    Segment

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  Emma and main  Goshen  production  facilities  were  sold  with the bus and
mobility  business.  The chassis  storage  facility now contains the  conversion
vehicle parts business and is pledged as security under the loan agreement.

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 Over the Counter Bulletin Board  ("OTCBB").  As of
December 17, 2001,  there were 66 shareholders  of record of Starcraft's  Common
Stock.

On May 25, 2001, the Company was delisted from the NASDAQ Small Cap Market as it
no longer meets the minimum tangible asset or profitability levels for continued
inclusion in the Small Cap Market. Should the Company qualify for listing on the
NASDAQ in the future,  it will consider the merits of registering  its shares at
that time.

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


                  Quarter Ended             High                  Low
                  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

                  December 31, 2000         3.750                 1.750

                  April 1, 2001             2.500                 1.125

                  July 1, 2001              2.000                 1.030

                  September 30, 2001        3.000                 1.120


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>



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

(dollars in thousand,
    except per share data)                                  Year Ended
---------------------------------------------------------------------------------------------

Income Statement Data               Sept. 30,   Oct. 1,      Oct. 3,    Sept. 27,   Sept. 28,
                                      2001       2000          1999        1998       1997
---------------------------------------------------------------------------------------------

Net Sales:
<S>                                  <C>        <C>          <C>        <C>         <C>
     Domestic                        $48,647    $ 75,176     $ 36,102   $  3,166    $  4,086
     Export                              287         139          281        277         202
         Total Net Sales              48,934      75,315       36,383      3,443       4,288


Cost of Goods Sold                    38,184      56,719      28,105       3,216       3,687
Gross Profit                          10,750      18,596       8,278         227         601
Operating Expenses                     9,898       8,336       4,444       1,030       1,276
Restructuring and Goodwill
   Impairment Charges                    ---         ---         ---         ---         ---
Operating Income (loss)                  852      10,260       3,834        (803)       (675)

Interest Expense                        (547)       (864)       (719)       (498)       (160)
Other Income, Net                        293          82         115         100         192

Income (loss) Before Minority            598       9,478       3,230      (1,201)       (643)
Interest and Taxes

Minority Interest                        (70)     (4,918)     (2,448)        ---         ---

Income Tax (expense) Credit              (26)       (379)         21          44          63

Income (Loss) from                       502       4,181         803      (1,157)       (580)
Continuing Operations

Loss from Discontinued Operations     (3,679)     (8,528)       (281)     (5,602)    (10,722)

Net Income (loss)                   $ (3,177)   $ (4,347)   $    522    $ (6,759)   $(11,302)

Weighted Average Common Shares         4,245       4,214       4,159       4,134       4,127
Outstanding

Earnings (loss) Per Share           $  (0.75)   $  (1.03)   $   0.13    $  (1.63)   $  (2.74)

Earnings (loss) Per Share              (0.75)      (1.03)       0.12       (1.63)      (2.74)
      Assuming Dilution

Balance Sheet Data
---------------------------------------------------------------------------------------------

Working Capital                     $  2,040    $  2,165    $ 10,192    $  5,402    $  7,011
Total Assets                          22,010      34,994      43,781      29,015      27,779
Long-term Debt                         8,092       9,957      13,506      10,777       5,696
Shareholders' Equity (Deficit)      $ (2,703)         77       4,186       3,536      10,295
Book Value per Share                $  (0.64)       0.02        1.00        0.86        2.49
</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.


2001 VERSUS 2000
<TABLE>
<CAPTION>

(Dollars in Thousands)                                                               2000 to
                                                                                      2001
                                               2001                  2000            Change
                                      -----------------------------------------------------

<S>                                   <C>           <C>     <C>           <C>       <C>
Net Sales                             $ 48,934      100.0%  $ 75,315      100.0%    (35.0%)
Cost of goods sold                      38,184       78.0%    56,719       75.3%    (32.7%)
Gross profit                            10,750       22.0%    18,596       24.7%    (42.2%)
Selling and promotion expenses           1,209        2.5%       927        1.2%     30.4%
General and administrative expenses      8,689       17.8%     7,409        9.9%     17.3%
Operating Income                           852        1.7%    10,260       13.6%    (91.7%)
Interest expense                          (547)      (1.1%)     (864)      (1.1%)
                                                                                    (36.7%)
Other Income                               293        0.6%        82        0.1%    257.3%
Income before taxes
     and minority interest                 598        1.2%     9,478       12.6%
                                                                                    (93.7%)
Minority interest                          (70)      (0.2%)   (4,918)      (6.5%)   (98.6%)
Income tax expense                         (26)         --      (379)      (0.5%)   (92.9%)

Income from continuing operations     $    502        1.0%  $  4,181        5.6%    (88.0%)

</TABLE>


Continuing Operations:

Net sales decreased $26.4 million and 35.0% to $48.9 million in 2001.

The OEM automotive  supply segment sales  decreased $29.4 million in 2001 due to
an  unanticipated  GM model year  changeover  that shutdown the Company's  Texas
facility  for the first half of fiscal 2001.  In  addition,  the slowdown in the
economy and the decline in demand in the automotive  industry had an unfavorable
impact on OEM automotive supply sales.  Conversion vehicle parts sales increased
$3.0  million  to $5.2  million  in 2001 due to the  start-up  of the  Company's
conversion kit business and higher international sales.

The OEM  automotive  supply  sales  generated  $8.3 million less gross profit in
2001. Gross profit from conversion vehicle parts sales increased $0.4 million.

Selling expenses  increased $0.3 million.  General and  administrative  expenses
increased $1.3 million primarily to support the additional OEM automotive supply
plant.

Interest  expense  decreased  $317,000  due to lower  interest  rates  and lower
borrowing  levels  required to support  lower sales  levels.  Minority  interest
results from the Company owning only 50% of the OEM automotive  supply business.
Tax expense for 2001 and 2000 is comprised of state  income  taxes.  The Company
did not record any  federal  income tax expense in 2001 and 2000 due to existing
tax credit carry forwards generated from prior years' losses.

<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS - Continued

Discontinued Operations:

The conversion vehicle and bus and mobility vehicle  businesses  reported losses
of $3.7 million and $8.5 million for 2001 and 2000, respectively. The conversion
vehicle  segment was sold in May 2001 and the bus and mobility  businesses  were
sold in August  2001.  The loss for 2001 is net of a gain on the sale of the bus
and mobility business of $0.4 million, including a gain of $0.3 million from the
early extinguishments of term debt. No material gain or loss was recognized upon
the sale of the conversion vehicle segment.


2000 VERSUS 1999
<TABLE>
<CAPTION>

(Dollars in Thousands)                                                              1999 to
                                                                                    2000
                                               2000                  1999           Change
                                      --------------------------------------------------------------

<S>                                   <C>           <C>     <C>           <C>       <C>
Net Sales                             $ 75,315      100.0%  $ 36,383      100.0%    107.0%
Cost of goods sold                      56,719       75.3%    28,105       77.3%    101.8%
Gross profit                            18,596       24.7%     8,278       22.7%    124.6%
Selling and promotion expenses             927        1.2%       397        1.1%    133.5%
General and administrative expenses      7,409        9.9%     4,047       11.1%     83.1%
Operating income                        10,260       13.6%     3,834       10.5%    167.6%
Interest expense                          (864)      (1.1%)     (719)      (1.9%)    20.2%
Other Income                                82        0.1%       115        0.3%    (28.7%)
Income before taxes
     and minority interest               9,478       12.6%     3,230        8.9%      0.4%
Minority interest                       (4,918)      (6.5%)   (2,448)      (6.7%)      --
Income tax (expense) credit               (379)      (0.5%)       21         --        --

Income from continuing operations     $  4,181        5.6%  $    803        2.2%    420.7%
</TABLE>

Net sales increased $38.9 million and 107.0% to $75.3 million in 2000.

The OEM  automotive  supply segment sales  increased  $40.4 million in 2000 from
1999. The OEM automotive supply business  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
parts sales declined $1.5 million in 2000  primarily due to lower  international
parts and Canadian kit sales.

The  $10.3  million  increase  in gross  profit  resulted  from the  higher  OEM
automotive supply sales.

Selling  expenses  increased  $0.5  million to support  higher  sales in the OEM
automotive supply segment.  General and  administrative  expenses increased $3.4
million due to increased salaries and other expenses to support the rapid growth
in the OEM automotive supply segment.

Interest expense  increased  $145,000 due to higher borrowing levels to fund the
OEM automotive  supply segment sales growth and 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 year losses. The income tax credit recorded
in 1999 is due to deferred tax changes.

Discontinued Operations:

The conversion  vehicle and bus and mobility  business  reported  losses of $8.5
million and $0.6 million for 2000 and 1999, respectively.

<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS - Continued


SEASONALITY AND TRENDS

The Company's OEM automotive  supply business sales and profits are dependent on
the  automotive  markets in the United  States.  The business is influenced by a
number  of  factors  including  OEM plant  shutdowns,  model  year  changeovers,
atypical weather for any sales region,  interest rates, gasoline prices, and OEM
programs  affecting  price and  supply.  The OEM  automotive  supply  segment is
dependent upon long-term  contract  business.  The business'  current  contracts
expire through 2006.

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  diversification  strategy  with the  introduction  of the
shuttle bus product and the start-up of the OEM automotive supply business.  The
Company  planned 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  reassessed  its  strategy  for the  conversion  vehicle
business  and  disposed  of that  business  in May  2001.  In August of 2001 the
Company sold its bus and mobility  business and paid off its long-term  debt and
reduced the amounts  outstanding under its revolving credit agreement.  The sale
allowed the Company to eliminate excess capacity and reduce overhead.

The Company  intends to focus on its OEM automotive  supply business and expects
to be profitable in 2002.  If future  actual  results fail to meet  management's
plan, additional losses could occur.


LIQUIDITY AND CAPITAL RESOURCES

Operating  activities  consumed  $6.6  million  in  cash  in  2001  compared  to
generating  $4.8  million  in cash in 2000.  Cash was  consumed  as  receivables
increased  $2.2 million in 2001  primarily due to the increase in fourth quarter
sales in the OEM  automotive  supply  segment.  Additional  cash was consumed by
losses from discontinued operations of $4.0 million.

The  Company  invested  $811,000  in  property  and  equipment  during  the year
primarily  for new  plant  start-ups.  Proceeds  generated  from the sale of the
conversion  vehicle  and bus and  mobility  businesses  were used to reduce bank
debt. As of September 30, 2001, bank debt was $8.9 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 and 2001
as noted below. Revolving advances under the agreement were limited to specified
percentages of eligible receivables and inventories and are subject to a maximum
limit of $9.2 million.  The credit  agreement  also included a $4.8 million term
loan which was payable in monthly  principal  installments of $57,000  beginning
December 1, 1998.

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 was payable in monthly principal installments of
$36,000 beginning December 1, 1998. The note bore interest at 2% over the bank's
prime rate and was  subordinate  to the $14 million credit  agreement  described
above. The note was partially  guaranteed by two  individuals,  one of whom is a
director  and officer of the Company  and the other is an outside  director.  As
incentive for their guarantees,  the Company issued to the individuals  warrants
to purchase a total of 400,000  shares in Common Stock for $2.20 per share.  The
warrants have a five-year term and are exercisable at the date of the grant.


<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS - Continued


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 revolving borrowings bear interest
ranging from 1/2% to 3/4% over prime.  The prime rate was 6.5% at September  30,
2001. The borrowings are secured by substantially  all of the Company's  assets.
There is a fee of .25% on the unused  portion of the maximum  borrowing  amount.
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  and  employee  of the  Company.  As
incentive for their guarantees, the Company issued to the individuals options to
purchase a total of 500,000 shares of Common Stock for $3.00 per share.

The term loans from the primary  lender and former primary  lending  institution
were paid off with  proceeds  from the sale of the  Company's  bus and  mobility
business.  In conjunction  with the payoff of the term loan and reduction in the
amounts  outstanding  in  September  2001,  the  Company  agreed to  payoff  any
revolving  advances  outstanding  to its lender at December  31, 2001 instead of
December 2005. On December 5, 2001, the lending institution granted an extension
of time to June 30, 2002.  The Company  believes it will find a suitable  lender
and obtain  adequate  financing  at or before  that time.  Amounts due under the
revolver at September  30, 2001 subject to  refinancing  were  $814,000.  Unused
availability,  at  September  30, 2001,  under the  Company's  and  subsidiary's
revolvers were $1.0 million and $1.9 million, respectively.

The agreement  described  above is also subject to various  covenants with which
the Company is in compliance or for which it obtained  waivers as of December 5,
2001.

At September 30, 2001,  the balance sheet  included  $1.75 million of trade debt
remaining  from the sale of the  conversion  vehicle  business.  The  Company is
paying off these  obligations  in amounts  satisfactory  to its vendors over the
next fiscal year.  The Company  believes that future cash flows from  operations
and funds available under its revolving credit agreement,  and refinanced credit
facilities  will be sufficient to satisfy its  anticipated  operating  needs and
capital improvements for 2002.

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 domestic and
international  market and economic trends,  the Company's products and marketing
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.


<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS - Continued


Acquisitions  and  Diversification.  The Company may be engaged in  negotiations
from time to time regarding prospective acquisitions of 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. The Company may have less experience  manufacturing and marketing such
acquired  products than it has in its business.  There is no assurance that such
new acquisitions will be profitable.

Economic  Conditions.  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.

OEM Automotive Supply Segment.  All of the Company's OEM automotive supply sales
in 2001,  2000 and 1999 were to General  Motors.  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 second
quarter of fiscal 2001. 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.  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.  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 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 this
market.

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.


<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                     STARCRAFT CORPORATION AND SUBSIDIARIES

                                 Goshen, Indiana

                              FINANCIAL STATEMENTS
             September 30, 2001, October 1, 2000 and October 3, 1999



                                    CONTENTS



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


FINANCIAL STATEMENTS

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

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

     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ........................  5

     CONSOLIDATED STATEMENTS OF CASH FLOWS ..................................  6

     NOTES TO CONSOLIDATED 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 September 30, 2001 and October 1, 2000 and
the related  consolidated  statements of operations,  shareholders'  equity, and
cash flows for the years ended  September 30, 2001,  October 1, 2000 and October
3, 1999. 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 auditing standards generally accepted
in the  United  States of  America.  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 September 30, 2001 and October 1,
2000 and the  consolidated  results of their operations and their cash flows for
the years  ended  September  30,  2001,  October 1, 2000 and  October 3, 1999 in
conformity with accounting principles generally accepted in the United States of
America.



                                              /s/ Crowe, Chizek and Company LLP
                                              Crowe, Chizek and Company LLP

Elkhart, Indiana
November 21, 2001, except for
  Note 4 as to which the date
  is December 5, 2001



<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     September 30, 2001 and October 1, 2000

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   2001            2000
                                                                   ----            ----
                                                                 (dollars in thousands)
ASSETS
Current assets
<S>                                                           <C>              <C>
   Cash and cash equivalents                                  $      300       $    1,294
   Accounts receivable
      Trade, less allowance for
        doubtful accounts: 2001 - $170; 2000 - $255               11,200           10,523
      Tooling and engineering services                               430            2,110
   Manufacturers' rebates receivable                                 109              329
   Notes receivable                                                  421                -
   Inventories                                                     4,636           10,629
   Other                                                           1,408            1,153
                                                              ----------       ----------
       Total current assets                                       18,504           26,038

Property and equipment
   Land, buildings and improvements                                2,014            6,604
   Machinery and equipment                                         4,091            6,794
                                                              ----------       ----------
                                                                   6,105           13,398
   Accumulated depreciation                                        2,801            5,752
                                                              ----------       ----------
                                                                   3,304            7,646

Goodwill, at amortized cost                                            -            1,160

Other assets                                                         202              150
                                                              ----------       ----------

                                                              $   22,010       $   34,994
                                                              ==========       ==========
</TABLE>

--------------------------------------------------------------------------------

                                  (Continued)
<PAGE>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                     September 30, 2001 and October 1, 2000

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    2001            2000
                                                                    ----            ----
                                                                   (dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
<S>                                                           <C>              <C>
   Note payable to bank                                       $      814       $        -
   Current maturities of long-term debt                                -            1,114
   Accounts payable, trade                                        11,998           16,814
   Accrued expenses
      Warranty                                                       763            3,028
      Compensation and related expenses                              249              766
      Taxes                                                          912            1,088
      Indemnification reserve                                        472                -
      Other                                                        1,256            1,063
                                                              ----------       ----------
      Total current liabilities                                   16,464           23,873

Long-term debt                                                     8,092            9,957

Commitments and contingencies                                          -                -

Minority interest in subsidiary                                      157            1,087

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 - 2001 - 4,255,059;
       2000 - 4,245,059                                           14,401           14,382
   Additional paid-in capital                                      1,386            1,008
   Accumulated deficit                                           (18,490)         (15,313)
                                                              ----------       ----------
                                                                  (2,703)              77
                                                              ----------       ----------

                                                              $   22,010       $   34,994
                                                              ==========       ==========
</TABLE>

--------------------------------------------------------------------------------
          See accompanying notes to consolidated financial statements.

<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the years ended September 30, 2001, October 1, 2000 and October 3, 1999

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                   2001            2000            1999
                                                                   ----            ----            ----
                                                              (dollars in thousands, except per share data)

<S>                                                            <C>            <C>              <C>
Net sales                                                      $     48,934   $     75,315     $     36,383

Cost of goods sold                                                   38,184         56,719           28,105
                                                               ------------   ------------     ------------


Gross profit                                                         10,750         18,596            8,278

Operating expenses
     Selling and promotion                                            1,209            927              397
     General and administrative                                       8,689          7,409            4,047
                                                               ------------   ------------     ------------


Operating income                                                        852         10,260            3,834

Nonoperating (expense) income
     Interest                                                          (547)          (864)            (719)
     Other income, net                                                  293             82              115
                                                               ------------   ------------     ------------
                                                                       (254)          (782)            (604)
                                                               ------------   ------------     ------------


Income before minority interest
  and income taxes                                                      598          9,478            3,230

Minority interest                                                        70          4,918            2,448
                                                               ------------   ------------     ------------

Income from continuing operations before
  income taxes                                                          528          4,560              782

Federal and state income taxes (benefit)                                 26            379              (21)
                                                               ------------   ------------     ------------


Income from continuing operations                                       502          4,181              803

Loss from discontinued operations, net of income
  tax expense (benefit) of $24 in 2001, $60 in 2000
  and $(30) in 1999                                                  (4,031)        (8,528)            (281)

Gain on sale of discontinued business, net of income
  tax of $-0-                                                           352              -                -
                                                               ------------   ------------     ------------


Net income (loss)                                              $     (3,177)  $     (4,347)    $        522
                                                               ============   ============     ============


Earnings (loss) per common share, basic                        $      (.75)   $     (1.03)     $        .13

Earnings (loss) per common share, assuming dilution            $      (.75)   $     (1.03)     $        .12

</TABLE>

--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.


<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
  For the years ended September 30, 2001, October 1, 2000 and October 3, 1999

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                              Outstanding                    Additional
                                                 Common        Common         Paid-In     Accumulated
                                                 Shares         Stock         Capital       Deficit        Total
                                                 ------         -----         -------       -------        -----
                                                               ---------------(dollars in thousands)--------------

<S>                                              <C>          <C>           <C>           <C>            <C>
Balance, September 28, 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

     Net loss                                                                                 (3,177)        (3,177)
     Stock option compensation                           -             -           378             -            378
     Issuance of 10,000 shares of
       common stock                                 10,000            19             -                           19
                                            --------------    ----------    ----------    ----------     ----------

Balance, September 30, 2001                      4,255,059    $   14,401    $    1,386    $  (18,490)    $   (2,703)
                                            ==============    ==========    ==========    ==========     ==========

</TABLE>
--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.
<PAGE>


                     STARCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the years ended September 30, 2001, October 1, 2000 and October 3, 1999

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                           2001            2000            1999
                                                                           ----            ----            ----
                                                                                  (dollars in thousands)
Cash flows from operating activities
<S>                                                                    <C>            <C>              <C>
Income from continuing operations                                      $        502   $      4,181     $        803
Adjustments to reconcile income from continuing
  operations to net cash from operating activities
     Additional paid-in capital stock options                                   378              -                -
     Depreciation and amortization                                            1,241          1,031            1,065
     Deferred income taxes                                                        -              -             (331)
     Minority interest                                                         (930)          (611)           1,698
     Changes in operating assets and liabilities
         Receivables                                                         (2,174)         4,114           (9,930)
         Inventories                                                            (43)         5,748           (5,520)
         Accounts payable                                                        (3)        (1,682)          10,252
         Accrued expenses                                                    (1,273)         1,512             (266)
         Other                                                                 (307)          (983)             (65)
                                                                       ------------   ------------     ------------
              Net cash from continuing operations                            (2,609)        13,310           (2,294)
Net loss from discontinued operations                                        (4,031)        (8,528)            (281)
                                                                       ------------   ------------     ------------

     Net cash from operating activities                                      (6,640)         4,782           (2,575)

Cash flows from investing activities
Purchase of property and equipment                                             (811)          (962)          (1,024)
Proceeds from sale of property and equipment                                      5            200               67
Proceeds from sale of conversion vehicle business                               277              -                -
Proceeds from sale of bus and mobility vehicle business                       8,000              -                -
                                                                       ------------   ------------     ------------
     Net cash from investing activities                                       7,471           (762)            (957)

Cash flows from financing activities
Proceeds from revolving credit agreement                                      7,657          6,755            8,664
Payments of revolving credit agreement                                       (4,065)        (9,189)          (4,915)
Payments of long-term debt                                                   (5,436)        (1,058)            (986)
Issuance of common stock                                                         19            166                -
                                                                       ------------   ------------     ------------
     Net cash from financing activities                                      (1,825)        (3,326)           2,763
                                                                       ------------   ------------     ------------

Net change in cash and cash equivalents                                        (994)           694             (769)

Cash and cash equivalents at beginning of year                                1,294            600            1,369
                                                                       ------------   ------------     ------------

Cash and cash equivalents at end of year                               $        300   $      1,294     $        600
                                                                       ============   ============     ============

Supplemental disclosure of cash flow information
     Interest paid$                                                           1,335      $   1,380      $     1,411
     Income taxes paid (refunded)                                               259            454             (360)

</TABLE>

--------------------------------------------------------------------------------

          See accompanying notes to consolidated financial statements.
<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             September 30, 2001, October 1, 2000 and October 3, 1999
                  (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 pickup truck and sport
utility  vehicles  to  an  original  equipment   manufacturer  ("OEM  automotive
supply").  The Company also supplies  service parts and  conversion  kits to the
custom van and pickup truck conversion market ("conversion  vehicle parts"). 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 as the Company  exercises
effective control over Tecstar's  financial  policies through its representation
on  the  Board  of  Managers,   participation  in  policymaking  processes,  and
interchange of managerial personnel.  All significant  intercompany accounts and
transactions have been eliminated in consolidation.

The Company's  customers operate primarily in the automotive  industry.  The OEM
automotive  supply segment sales are to one customer in the United  States.  The
Company's  conversion  vehicle  parts segment  sells  product  throughout  North
America,  and export  sales are  principally  to  locations in Asia and northern
Europe. 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.

The Company  decided,  in fiscal 2001, to discontinue two segments.  The Company
sold its conversion  vehicle  business on May 25, 2001, for no gain or loss, and
its shuttle bus and mobility vehicle business on August 31, 2001 for a after tax
gain of $352.  The results of  operations  of these  businesses  are recorded as
discontinued operations.

Discontinued operations had the following effect on sales and gross profit.

                                       2001            2000             1999
                                       ----            ----             ----

     Net sales                    $     33,483     $     52,026    $     53,121
     Gross profit (loss)                 1,163           (1,300)          6,678



<PAGE>



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

Statements of Cash Flows - Noncash Activities: During 2001, the Company recorded
$378 of  compensation  expense  for stock  options  issued to a director  of the
Company and the Company  received  $527 of notes  receivable  as proceeds in the
sale of its conversion  vehicle  business (see Note 2). 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 ($308
and $8,898 at September 30, 2001 and October 1, 2000,  respectively)  and by the
first-in, first-out (FIFO) method for all other inventories.

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 was amortized by the straight-line method over a period of 15
years and was stated net of accumulated amortization of $350 at October 1, 2000.
The  Company  evaluated  the  recoverability  based  on  undiscounted  projected
operating cash flows when factors indicated an impairment  existed.  The Company
wrote  off the  balance  of  goodwill  of $1,070 at the time it sold the bus and
mobility business.  The write-off was netted against the gain on the sale of the
discontinued business.

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


<PAGE>


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

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 under FOB factory terms.

Income  Taxes:  Income  taxes  are  provided  based on the  liability  method of
accounting pursuant to Statement of Financial Accounting Standards No. 109 which
requires the recognition of deferred tax liabilities and assets for the expected
future tax  consequences of temporary  differences  between the carrying amounts
and tax bases of assets and liabilities.  A valuation allowance adjusts deferred
tax assets to the net amount that is more likely than not to be realized.

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") and related  FASB
Interpretation  #44  "Accounting  for  Certain   Transactions   Involving  Stock
Compensation".

Use of Estimates:  Preparation  of the financial  statements in accordance  with
accounting  principles  generally  accepted  in the  United  States  of  America
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
indemnification,  warranty  and  contingency  reserves,  allowance  for doubtful
accounts,   impairment  of  property,   plant,   equipment  and  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  4,245,216,  4,214,208  and
4,158,651 for the years ended September 30, 2001, October 1, 2000 and October 3,
1999, respectively.  Diluted earnings per common share shows the dilutive effect
of any additional  potential common shares issuable under stock options. For the
years ended  September  30,  2001 and  October 1, 2000,  the effect of the stock
options in computing earnings per common share was antidilutive.

Fiscal Year:  The Company's  fiscal year ends on the Sunday closest to September
30. The years ended September 30, 2001 and October 1, 2000 consisted of 52 weeks
and the year ended October 3, 1999 consisted of 53 weeks.


<PAGE>

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

Recently Enacted Accounting  Standards:  New accounting guidance for derivatives
was effective  October 2, 2000. All derivative  instruments  are 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.
On July 20, 2001, the Financial  Accounting Standards Board issued SFAS No. 142,
"Goodwill  and Other  Intangible  Assets",  which is effective  for fiscal years
beginning  after  December  15,  2001.  SFAS No.  142  primarily  addresses  the
accounting  for  goodwill  and  other  intangible  assets  subsequent  to  their
acquisition.  The most significant changes made by SFAS No. 142 are (1) goodwill
and indefinite lived intangible assets will no longer be amortized, (2) goodwill
will be tested for impairment at least annually at the reporting unit level, (3)
other  intangible  assets deemed to have an  indefinite  life will be tested for
impairment  at least  annually,  and (4) the  amortization  period of intangible
assets with finite  lives will no longer be limited to forty  years.  Management
does not expect a material impact on the Company's financial statements from the
adoption of SFAS No. 142.

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.


NOTE 2 - NOTE RECEIVABLE

As part of the May 25, 2001 sale of the Company's  conversion  vehicle business,
the  Company  financed  $527 of the  sales  price  and  received  three  secured
promissory  notes from the buyer.  The notes bear interest at the National prime
rate plus 1% and are  collateralized by a security interest in substantially all
the buyer's assets. The Company's security is subordinate to the buyer's lending
institution. Two of the notes, aggregating $104, were paid in full subsequent to
September  30,  2001.  The third note is payable in equal  monthly  installments
through May 25, 2002 at which time any remaining balance is due.



<PAGE>



NOTE 3 - INVENTORIES

The  composition  of inventories at September 30, 2001 and October 1, 2000 is as
follows:

                                                               2001       2000
                                                               ----       ----

     Raw materials                                        $  4,582   $   6,453
     Chassis                                                     -       2,499
     Work-in-process                                             -         841
     Finished goods                                            262       1,756
                                                          --------   ---------
`                                                            4,844      11,549
     Allowance for slow-moving and obsolete inventories        208         920
                                                          --------   ---------

                                                          $  4,636   $  10,629
                                                          ========   =========

NOTE 4 - DEBT ARRANGEMENTS

On October 30, 1998,  the Company  entered into a $14 million  credit  agreement
with a lending institution.  The agreement was amended in December 2000 and 2001
as noted below. Revolving advances under the agreement were limited to specified
percentages of eligible receivables and inventories and was subject to a maximum
limit of $9.2 million.  The credit  agreement  also included a $4.8 million term
loan which was  payable  in  monthly  principal  installments  of $57  beginning
December 1, 1998.

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 was payable in monthly principal installments of
$36 beginning December 1, 1998.

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 revolving borrowings bear interest
ranging from 1/2% to 3/4% over prime.  The prime rate was 6.5% at September  30,
2001. 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 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  and  employee  of the  Company.  As
incentive for their guarantees, the Company issued, to the individuals,  options
to purchase a total of 500,000 shares of Common Stock for $3.00 per share.
<PAGE>



NOTE 4 - DEBT ARRANGEMENTS (Continued)


The term loans from the primary  lender and former primary  lending  institution
were paid off with  proceeds  from the sale of the  Company's  bus and  mobility
business.  In conjunction  with the payoff of the term loan and reduction in the
amounts  outstanding  in  September  2001,  the  Company  agreed to  payoff  any
revolving  advances  outstanding  to its lender at December  31, 2001 instead of
December 2005. On December 5, 2001, the lending institution granted an extension
of time to June 30, 2002.  The Company  believes it will find a suitable  lender
and obtain  adequate  financing at that time.  Amounts due under the revolver at
September 30, 2001 subject to refinancing were $814,000. Unused availability, at
September  30, 2001,  under the Company's  and  subsidiary's  revolvers was $1.0
million and $1.9 million, respectively.

The agreement  described  above is also subject to various  covenants with which
the Company is in compliance or for which it obtained  waivers as of December 5,
2001.

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

Debt is due as follows:

            Fiscal Year Ending
            ------------------
                  2002                        $        814
                  2003                                   -
                  2004                                   -
                  2005                               8,092




<PAGE>



NOTE 5 - INCOME TAXES

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

                                   2001             2000             1999
                                   ----             ----             ----
         Current
              Federal           $          -    $          -     $          -
              State                       26             379              115
                                ------------    ------------     ------------
                                          26             379              115
         Deferred
              Federal                      -               -             (119)
              State                        -               -              (17)
                                ------------    ------------     ------------
                                           -               -             (136)
                                ------------    ------------     ------------

                                $         26    $        379     $        (21)
                                ============    ============     ============

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

                                             2001         2000         1999
                                             ----         ----         ----

   Rate applied to pretax income from
        continuing operations             $     180    $  1,550     $    266
   State income taxes - net                      17         250           65
   Utilization of net operating loss           (182)     (1,436)        (364)
   Other, net                                    11          15           12
                                          ---------    --------     --------

                                          $      26    $    379     $    (21)
                                          =========    ========     ========


<PAGE>



NOTE 5 - INCOME TAXES (Continued)

The composition of the deferred tax assets and liabilities at September 30, 2001
and October 1, 2000 is shown below:

                                                          2001        2000
                                                          ----        ----
   Deferred tax liabilities
        Accelerated depreciation                        $   (306)   $   (566)
        Inventory basis difference                             -        (331)
                                                        --------    --------
                                                            (306)       (897)
   Deferred tax assets
        Inventories                                          246         388
        Nondeductible accruals
            Warranty                                         181         858
            Other                                            502         410
        Goodwill                                              84       1,295
        Alternative minimum tax credit carryforward          278         220
        Net operating loss carryforward                    6,221       4,056
                                                        --------    --------
   Total deferred tax assets                               7,512       7,227
   Valuation allowance                                    (7,206)     (6,330)
                                                        --------    --------
                                                             306         897
                                                        --------    --------

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

The alternative minimum tax carryforward of $278 has no expiration date. The net
operating loss carryforward expires as follows:  $6,015 in 2018, $1,001 in 2019,
$2,659 in 2020 and $6,276 in 2021.


NOTE 6 - 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 and $90 in 2000 and 1999, respectively. There was no discretionary matching
contribution by the Company in 2001.



<PAGE>



NOTE 7 - 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.  In fiscal 2001,  11,000
options were issued under the plan. No compensation  expense was recorded as the
effect was immaterial. 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 September 30, 2001 have been at fair market value on the date of grant.

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. 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.

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 4). 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
five year term.

A summary of the Company's stock option activity and related  information  under
the plans  discussed  above for the years ended  September 30, 2001,  October 1,
2000 and October 3, 1999 follows:
<TABLE>
<CAPTION>

                                            2 0 0 1                     2 0 0 0                      1 9 9 9
                                            -------                     -------                      -------
                                                 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                1,082,849     $  3.50          969,849    $   2.86         452,849     $  3.97
Granted                              962,000        2.99          277,000        6.83         562,500        2.15
Canceled                            (294,566)       4.26          (26,500)       4.88         (31,500)       3.72
Exercised                            (10,000)       1.88          (59,000)       2.83               -           -
Expired                              (27,000)       4.81          (78,500)       7.44         (14,000)       8.33
                                ------------     -------      -----------    --------     -----------     -------
Outstanding at
  end of year                      1,713,283     $  3.07        1,082,849    $   3.50         969,849     $  2.86
                                ============     =======      ===========    ========     ===========     =======
Exercisable at end of year         1,394,042     $  2.95          905,943    $   2.83         959,849     $  2.85
                                ============     =======      ===========    ========     ===========     =======

</TABLE>

<PAGE>



NOTE 7 - STOCK OPTIONS (Continued)

As of September 30, 2001,  there were 608,783 options  outstanding with exercise
prices that ranged from $1.35 to $2.31. The  weighted-average  exercise price of
these options is $2.02, and the weighted-average  remaining  contractual life is
2.2 years. As of September 30, 2001,  there were 1,104,500  options  outstanding
with  exercise  prices  that ranged  from $2.88 to $7.50.  The  weighted-average
exercise  price of these options is $3.65,  and the  weighted-average  remaining
contractual life is 4.2 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 fiscal 1996  through  2001 under the fair value method of FAS 123. The
fair value was  estimated as of the date of grant using a  Black-Scholes  option
pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                                            2001                  2000                  1999
                                                            ----                  ----                  ----

<S>                                                     <C>                   <C>                   <C>
     Risk-free interest rate                            5.35% - 5.88%         5.23% - 6.79%         4.43% - 5.86%
     Dividend yield                                          0%                    0%                    0%
     Volatility factor                                 75.94% - 94.61%       75.88% - 77.83%        62.4% - 70.9%
     Expected option life                                  4 years               4 years              3-4 years

</TABLE>

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:

                                              2001         2000        1999
                                              ----         ----        ----

Proforma net loss                          $  (4,316)    $ (5,165)    $     (65)
Proforma net loss per share, basic         $   (1.02)    $  (1.23)    $   (0.02)
Proforma net loss per share, diluted       $   (1.02)    $  (1.23)    $   (0.02)




<PAGE>



NOTE 8 - 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 9 - CONSIGNMENT ARRANGEMENTS

The  Company  obtained  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 shipped converted chassis only after dealer acceptance was approved by
the OEM. The OEMs billed the dealer and provided warranty for the chassis.

Consistent with the practice in the industry,  the Company accounted for chassis
as consignment  inventory.  Accordingly,  the Company recorded chassis inventory
and related obligations only in the event they were required to purchase chassis
from the OEM.  Provisions for decline in chassis value were recognized  when, in
management's estimation, such provisions were necessary.  Provisions for decline
in chassis value, chassis inventory,  and chassis sales were not material to the
accompanying  financial statements.  The Company did not record sales or cost of
sales for consigned chassis, except for certain bus chassis.

At September  30, 2001,  the Company had  possession of chassis in the aggregate
amount of $100. All consignment and restricted  sales agreements were terminated
by November 15, 2001.



<PAGE>



NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company leases certain of its facilities and equipment. Rent expense charged
to  continuing  operations  for 2001,  2000 and 1999 was $1,126,  $841 and $470,
respectively. Rent expense charged to discontinued operations for 2001, 2000 and
1999 was $16, $92 and $197,  respectively.  Rental  commitments at September 30,
2001 for long-term noncancelable operating leases are as follows:

                   2002                          $      1,000
                   2003                                   929
                   2004                                   548
                   2005                                   487
                   2006                                    87
                                                 ------------

                                                 $      3,051

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, results of operations or cash flows.

The Company's commitments with respect to its chassis arrangements are described
in Note 9.


NOTE 11 - 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  continuing  operations  were $450,  $181 and $-0- in 2001,  2000 and
1999,  respectively.  Amounts charged to discontinued operations were $610, $493
and $490 in 2001, 2000 and 1999, respectively.



<PAGE>



NOTE 12 - UNAUDITED FINANCIAL INFORMATION

     Presented below is certain unaudited  quarterly  financial  information for
     2001, 2000 and 1999.
<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                            December 31,     April 1,        July 1,     September 30,
                                                2000           2001           2001           2001
                                                ----           ----           ----           ----

<S>                                        <C>              <C>           <C>           <C>
     Net sales                             $     18,759     $    23,225   $    25,024   $    15,409
     Gross profit                                 1,533           2,415         4,340         3,625
     Net income (loss)                           (2,146)         (1,783)        1,214          (462)
     Earnings (loss) per share                    (0.51)          (0.42)         0.29         (0.11)
     Earnings (loss) per share
       assuming dilution                          (0.51)          (0.42)         0.28         (0.11)

                                                                       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

</TABLE>

The sum of quarterly  earnings per share may not equal annual earnings per share
due to changes in the diluted potential common shares.



<PAGE>



NOTE 12 - UNAUDITED FINANCIAL INFORMATION (Continued)

The net loss for the quarter  ended  September  30, 2001 included a gain of $352
from the sale of the discontinued business.

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.


NOTE 13 - 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
two  reportable   operating  segments  are  conversion  vehicle  parts  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 (loss)  represent  corporate  expenses for
administrative functions that are not allocated to segments, nonoperating income
or expense, and income taxes.

The table below presents  information about segments used by the chief operating
decision maker of the Company for 2001, 2000 and 1999. This information has been
restated to conform with the presentation of discontinued operations:

                                        2001            2000            1999
                                        ----            ----            ----
Net sales by geographic region:
     OEM automotive supply
       Domestic                     $     43,694    $     73,162    $     32,700
       Export                                  -               -               -

     Conversion vehicle parts
         Domestic                          4,953           2,014           3,402
         Export                              287             139             281
                                    ------------    ------------    ------------

                                    $     48,934    $     75,315    $     36,383
                                    ============    ============    ============



<PAGE>



NOTE 13 - OPERATING SEGMENT INFORMATION (Continued)
<TABLE>
<CAPTION>

                                                                     2001             2000            1999
                                                                     ----             ----            ----
Operating segment income:
<S>                                                              <C>              <C>             <C>
     OEM automotive supply                                       $        347     $      5,467    $      3,240
     Conversion vehicle parts                                             981               44              71
                                                                 ------------     ------------    ------------

                                                                 $      1,328     $      5,511    $      3,311
                                                                 ============     ============    ============

Total assets:
     OEM automotive supply                                       $     17,504     $     12,281
     Conversion vehicle parts                                           4,506            4,550
     Discontinued operations                                                -           18,163
                                                                 ------------     ------------

                                                                 $     22,010     $     34,994
                                                                 ============     ============

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

                                                                     2001             2000            1999
                                                                     ----             ----            ----

     Operating segment income                                    $      1,328     $      5,511    $      3,311
     Nonoperating expense                                                (254)            (782)           (604)
     Federal and state income (tax) credit                                (26)            (379)             21
     Unallocated corporate expenses                                      (546)            (169)         (1,925)
                                                                 ------------     -------------   ------------

     Income from continuing operations                           $        502     $      4,181    $        803
                                                                 ============     ============    ============

The following  specified  amounts are included in the measure of segment  income
reviewed by the chief operating decision maker:

                                                                     2001             2000            1999
                                                                     ----             ----            ----
Depreciation and amortization expense
     OEM automotive supply                                       $        319     $        174    $         87
     Conversion vehicle parts                                              63               58              64
     Discontinued operations                                              859              799             914
                                                                 ------------     ------------    ------------

                                                                 $      1,241     $      1,031    $      1,065
                                                                 ============     ============    ============
</TABLE>



<PAGE>



NOTE 13 - OPERATING SEGMENT INFORMATION (Continued)

The  information  below  contains  information  regarding  significant  customer
concentrations by segment for sales and accounts receivable.  The OEM automotive
supply has one significant customer.

Sales by segment for this major customer are as follows:

                                     2001           2000            1999
                                     ----           ----            ----

     OEM automotive supply         $   43,694     $   73,162     $   32,700
     Conversion vehicle parts               -              -              -
     Discontinued operations                -          5,423          4,283

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

                                     2001           2000             1999
                                     ----           ----             ----

     OEM automotive supply         $   10,803     $    8,071      $   12,914
     Conversion vehicle parts               -              -               -
     Discontinued operations                -             25             389


NOTE 14 - 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 September 30, 2001, October 1, 2000 and October
3, 1999 is presented below.

                                          2001          2000           1999
                                          ----          ----           ----
Earnings (loss) per share, basic
Net income (loss) available to
  common shareholders                   $   (3,177)    $   (4,347)   $      522
                                        ==========     ==========    ==========
Weighted average common shares
  outstanding                                4,245          4,214         4,159

Earnings (loss) per share (EPS), basic  $   (0.75)     $   (1.03)    $     0.13
                                        =========      =========     ==========

Basic EPS - continuing operations       $     0.12     $    0.99     $     0.19
                                        ==========     =========     ==========

Basic EPS - discontinued operations     $   (0.87)     $   (2.02)    $    (0.06)
                                        =========      =========     ===========


<PAGE>



NOTE 14 - EARNINGS (LOSS) PER SHARE (Continued)
<TABLE>
<CAPTION>

                                                                     2001            2000             1999
                                                                     ----            ----             ----
Earnings (loss) per share assuming dilution
Net income (loss) available to
<S>                                                              <C>              <C>             <C>
  common shareholders                                            $     (3,177)    $     (4,347)   $        522
                                                                 ============     ============    ============

Weighted average common shares
  outstanding                                                           4,245            4,214           4,159

Add:  dilutive effects of assumed
  conversions and exercises:
     Stock options                                                          -                -             289
     Other                                                                  -                -               2
                                                                 ------------     ------------    ------------
Weighted average common and dilutive
  potential common shares outstanding                                   4,245            4,214           4,450

Earnings (loss) per share (EPS) assuming dilution                $     (0.75)     $     (1.03)    $       0.12
                                                                 ===========      ===========     ============

Dilutive EPS - continuing operations                             $       0.12     $      0.99     $       0.18
                                                                 ============     ===========     ============

Dilutive EPS - discontinued operations                           $     (0.87)     $     (2.02)    $      (0.06)
                                                                 ============     ============    =============

</TABLE>

Stock options were not considered in computing loss per common share for 2001 or
2000 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 15 - RELATED PARTY TRANSACTIONS

The Company paid administrative and engineering support in the amounts of $2,838
and $3,230 for 2001 and 2000, respectively to the Company's partner in Tecstar.


NOTE 16 - MANAGEMENT'S INTENT REGARDING FUTURE OPERATIONS

At  September  30,  2001  and  for the  year  then  ended,  the  Company  has an
accumulated deficit and a significant current year loss. Primary factors for the
loss include the continued decline in demand in the conversion  vehicles segment
and an extended  plant  shutdown  at one of the OEM  automotive  supply  segment
locations.



<PAGE>

NOTE 16 - MANAGEMENT'S INTENT REGARDING FUTURE OPERATIONS (Continued)

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 4).  Production  began in a new OEM  automotive
supply plant in November 2000. The OEM automotive  supply plant that experienced
the extended  shutdown for a model  changeover  started up  production  again in
March 2001.  Additionally,  the Company received three new OEM automotive supply
contracts during 2001.

In  2001,  the  Company   reassessed  its  long-term  strategy  and  exited  the
non-profitable  conversion vehicle business.  Further, the Company significantly
reduced its long-term  debt and  eliminated  excess  overhead as a result of the
sale of the bus and mobility business. The Company will focus its efforts on the
OEM automotive supply business.




<PAGE>


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

Not Applicable



<PAGE>



                                    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 7, 2002.

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 7, 2002.

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 7, 2002.

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 7, 2002.


<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 September 30, 2001 and October 1, 2000
              and for the fiscal  periods ended  September 30, 2001,  October 1,
              2000, and October 3, 1999):

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

       (b)    Reports  on Form 8-K The  Company  filed a  report  on Form 8-K on
              August 31, 2001 to report the  disposition of its bus and mobility
              businesses.

       (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 September 30, 2001 and October 1, 2000 and for the years
ended  September  30, 2001,  October 1, 2000 and October 3, 1999 and have issued
our report  thereon  dated  November  21,  2001.  Our audits also  included  the
information for the years ended September 30, 2001,  October 1, 2000 and October
3, 1999 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 September 30,
2001 and October 1, 2000 and for the years ended September 30, 2001,  October 1,
2000 and October 3, 1999 set forth therein.


                                             /s/ Crowe, Chizek and Company LLP
                                             Crowe, Chizek and Company LLP


Elkhart, Indiana
November 21, 2001
<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 September 30, 2001                           255                    -                  (85)                  170

52 weeks ended October 1, 2000                               40                  276                  (61)                  255

53 weeks ended October 3, 1999                               40                    -                    -                    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: December 21, 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               President, Secretary,
       -----------------------------------    Chief Financial Officer
       Richard J. Mullin


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.
               Incorporated  by  reference to Exhibit 3.2 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

     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(a)   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.                        *

     4.15(b)   First  Amendment  to  Loan  Agreement  by and
               among  Starcraft   Automotive  Group,   Inc.,
               National  Mobility   Corporation,   Starcraft
               Corporation,  Imperial Automotive Group, Inc.
               and  Foothill  Capital   Corporation,   dated
               September 28, 1999.                                    [ ]

     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.
               Incorporated  by reference to Exhibit 4.17 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

      4.18     Subordination Agreement between Kelly L. Rose
               and  G.  Ray  Stults  and  Foothill   Capital
               Corporation dated  as of  December  12, 2000.
               Incorporated  by reference to Exhibit 4.18 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 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.
               Incorporated  by reference to Exhibit 4.19 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

      4.20     First  Amendment to Amended and Restated Loan
               Agreement,  dated  March  30,  2001,  between
               Tecstar,    LLC    and    Foothill    Capital
               Corporation.  Incorporated  by  reference  to
               Exhibit  10.1 to the  Registrant's  Form 10-Q
               for the quarter ending April 1, 2001.                  *

      4.21     Third  Amendment  to  Loan  Agreement,  dated
               March 30, 2001, between Starcraft  Automotive
               Group, Inc.,  National Mobility  Corporation,
               Starcraft Corporation and Imperial Automotive
               Group, Inc. and Foothill Capital Corporation.
               Incorporated  by reference to Exhibit 10.2 to
               the  Registrant's  Form 10-Q for the  quarter
               ending April 1, 2001.                                  *

      4.22     Asset Purchase and Sale Agreement,  dated May
               7, 2001, between Starcraft  Automotive Group,
               Inc.    and    Centurion    Vehicles,    Inc.
               Incorporated by reference to Exhibit 2 to the
               Registrant's Form 8-K dated May 25, 2001.              *

      4.23     Asset  Purchase  and  Sale  Agreement,  dated
               August 21, 2001, between Starcraft Automotive
               Group, Inc. and National Mobility Corporation
               and  Forest  River,   Inc.   Incorporated  by
               reference to Exhibit 2.1 to the  Registrant's
               Form 8-K dated August 31, 2001.                        *

      4.24     First  Amendment  to Asset  Purchase and Sale
               Agreement,  dated  August 31,  2001,  between
               Starcraft Automotive Group, Inc. and National
               Mobility  Corporation and Forest River,  Inc.
               Incorporated  by  reference to Exhibit 2.2 to
               the  Registrant's  Form 8-K dated  August 31,
               2001.                                                  *

      4.25     Consent   and   Fourth   Amendment   to  Loan
               Agreement,  dated  August 31,  2001,  between
               Starcraft  Automotive Group,  Inc.,  National
               Mobility  Corporation,  Starcraft Corporation
               and  Imperial   Automotive  Group,  Inc.  and
               Foothill Capital Corporation.                          [ ]

      4.26     Waiver and Fifth Amendment to Loan Agreement,
               dated  December 5,  2001,  between  Starcraft
               Automotive  Group,  Inc.,  National  Mobility
               Corporation,    Starcraft   Corporation   and
               Imperial  Automotive Group, Inc. and Foothill
               Capital Corporation.                                   [ ]

      4.27     Waiver and Second  Amendment  to Amended  and
               Restated Loan  Agreement,  dated  December 5,
               2001,  between  Tecstar,   LLC  and  Foothill
               Capital Corporation.                                   [ ]

     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.
               Incorporated  by reference to Exhibit 10.3(f)
               to the  Registrant's  Form  10-K for the year
               ending October 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.
               Incorporated by reference to Exhibit 10.16 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

     10.17     Stock  Options to  Purchase  Shares of Common
               Stock of Starcraft  Corporation of G. Raymond
               Stults   dated  as  of  December   12,  2000.
               Incorporated by reference to Exhibit 10.17 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 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.
               Incorporated by reference to Exhibit 10.18(a)
               to the  Registrant's  Form  10-K for the year
               ending October 1, 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.
               Incorporated by reference to Exhibit 10.18(b)
               to the  Registrant's  Form  10-K for the year
               ending October 1, 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.  Incorporated by reference
               to Exhibit 10.18(c) to the Registrant's  Form
               10-K for the year ending October 1, 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. Incorporated by
               reference    to   Exhibit    10.19   to   the
               Registrant's  Form  10-K for the year  ending
               October 1, 2000.                                       *

     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.   Incorporated   by
               reference    to   Exhibit    10.20   to   the
               Registrant's  Form  10-K for the year  ending
               October 1, 2000.                                       *

     10.21     Special   Vehicle   Manufacturer   Converters
               Agreement  by  and  between   General  Motors
               Corporation and Starcraft  Automotive  Group,
               Inc. effective July 1, 1999.  Incorporated by
               reference    to   Exhibit    10.21   to   the
               Registrant's  Form  10-K for the year  ending
               October 1, 2000.                                       *

     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.  Incorporated by reference
               to  Exhibit  10.22 to the  Registrant's  Form
               10-K for the year ending October 1, 2000.              *

     21        Subsidiaries of the Registrant.                        [ ]

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


---------------

*        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.