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 28, 2003.

                                       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, 1123 South Indiana Avenue, Goshen, Indiana 46526
                    (Address of Principal Executive Offices)

        Registrant's telephone number including area code: (574) 534-7827

           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 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. Yes ___ No X

Indicate  by check mark  whether the  registrant  is an  accelerated,  filer (as
defined in rule 126-2 of the Act). Yes X No ____

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of September 28, 2003, was $111,136,687.

The  number of shares of the  Registrant's  Common  stock,  without  par  value,
outstanding as of December 5, 2003, was 4,881,127 shares.

                       Documents Incorporated by Reference
                       -----------------------------------

                                                         Part of Form 10K into
                                                          Which the Document
                  Document                                 is Incorporated
                  --------                               ---------------------
         Portions of the Proxy Statement for the                Part III
         2004 Annual Shareholders Meeting

<PAGE>

                              STARCRAFT CORPORATION
                                    Form 10-K
                                      Index

                                     PART 1

Item 1.  Business
Item 2.  Properties
Item 3.  Legal Proceedings
Item 4.  Submission of Matters to a Vote of Security Holders

                            PART II

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

                           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
Item 14. Principal Account Fees and Services


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on form 8-K.

         Signatures


<PAGE>

                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

Starcraft  Corporation,  including Tecstar, LLC and Tecstar Manufacturing Canada
Limited (the "Company" or "Starcraft"),  an Indiana corporation founded in 1990,
is a second-stage  manufacturer of motor vehicles,  primarily pick-up trucks and
sport utility vehicles.  The business is comprised of two segments:  An original
equipment manufacturer ("OEM") automotive supply segment and an automotive parts
and products  segment.  The OEM Automotive  Supply segment provides and installs
upfit  appearance  items on  vehicles  provided by and  returned  to OEM's.  The
automotive  parts and products  segment is primarily  aftermarket  parts sold to
wholesale and retail customers to customize their vehicles.

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  called
Tecstar.  The primary  purpose of this business is to provide final exterior and
interior assemblies on vehicles directly to the OEM automobile manufacturers and
is currently the primary driver of the Company's OEM Automotive  Supply segment.
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 in fiscal 2001. In May 2002, the Company
started Tecstar Manufacturing Canada Limited, an OEM Automotive Supply business,
similar to Tecstar.

The Company  became a public  company in July 1993 and its shares are  currently
trading on the Nasdaq Small Cap Market under the ticker symbol "STCR."

SUBSEQUENT EVENT

On October 29, 2003, the Company and Wheel to Wheel Acquisition Company, LLC, an
Indiana limited  liability  company and a wholly owned subsidiary of the Company
(the  "Acquisition  Subsidiary"),  entered into an Agreement  and Plan of Merger
(the  "Merger  Agreement")  with Wheel to Wheel,  Inc.,  a Michigan  corporation
("Wheel to Wheel"), and the shareholders of Wheel to Wheel (the "Shareholders").
The  Merger  Agreement  provides  for the  acquisition  of Wheel to Wheel by the
Company  pursuant  to a merger of Wheel to Wheel  with and into the  Acquisition
Subsidiary (the "Merger"),  with the Acquisition Subsidiary surviving the Merger
and continuing as a wholly owned subsidiary of the Company.

Wheel to Wheel owns 50% of Starcraft's joint venture  subsidiaries  Tecstar, LLC
and Tecstar Manufacturing Canada Limited. As a result of the Merger, the Company
will own  directly or  indirectly  100% of the equity  interests  in the Tecstar
entities and Wheel to Wheel.

<PAGE>

In the Merger,  and subject to the terms and conditions of the Merger Agreement,
the Shareholders of Wheel to Wheel collectively will receive 3,550,000 shares of
Starcraft  common stock.  The shares of Starcraft common stock will be allocated
to  the  Shareholders   proportionally  in  accordance  with  the  Shareholder's
ownership  of Wheel to Wheel.  The  completion  of the  Merger is subject to the
approval  of the  issuance  of  shares  required  to  effect  the  Merger by the
shareholders  of  Starcraft  (as  required  by  Nasdaq),  receipt  of  necessary
approvals or expiration  of any  regulatory  waiting  period under United States
antitrust laws, and other customary closing conditions.

The Merger  Agreement  provides that the Company will enter into  employment and
non-competition  agreements with the three key executives of Wheel to Wheel when
the merger becomes effective.  It further restricts transfer of the shares to be
issued in the merger  for two years,  with  provisions  for up to  approximately
500,000  shares  in 2004 and  300,000  shares in 2005 to be  available  for sale
without   contractual   restriction,   subject  to  compliance  with  applicable
securities laws and Company policy.

FINANCIAL INFORMATION ABOUT REPORTABLE SEGMENTS

The  following  table sets forth for the  percentage  of net sales and operating
income for the Company's operating from each reportable segment for fiscal years
ended September:

<TABLE>
<CAPTION>
                                                                            Percent of Net Sales
                                                           -----------------------------------------------
                                                            2003                  2002               2001

<S>                                                         <C>                   <C>                <C>
         OEM Automotive Supply                              98.9%                 97.5%              89.3%
         Automotive parts and products                       1.1%                  2.5%              10.7%
                                                           -----                 -----              -----
                     Total                                 100.0%                100.0%             100.0%
                                                           =====                 =====              =====

                                                                        Percent of Operating Income
                                                           -----------------------------------------------

                                                            2003                  2002               2001

         OEM Automotive Supply (a)                         105.5%                104.3%              26.1%
         Automotive parts and products                      (5.5%)                (4.3%)             73.9%
                                                           -----                 -----              -----
                     Total                                 100.0%                100.0%             100.0%
                                                           =====                 =====              =====
</TABLE>

(a) Includes minority interest in income of subsidiary

Financial  information  for the Company's  reportable  business  segments is set
forth in Note 12 to the Consolidated Financial Statements appearing in Item 8 of
this report.

OEM Automotive Supply

In 1998,  the  Company  started a new  operation  with  Wheel to Wheel to supply
conversion vehicle type products directly to OEM automotive  customers as a Tier
1 automotive  supplier.  In 2002, the Company invested in a similar operation in
Oshawa,  Ontario,  Canada with Wheel to Wheel.  In October 2003, the Company and
Wheel to  Wheel  jointly  acquired  Tarxien  Automotive  Products,  a paint  and
injection  molding business located in Ontario,  Canada.  The Company  currently
owns 50% of these enterprises,  which are collectively referred to as "Tecstar".
All of Tecstar's  OEM  Automotive  Supply  sales in 2003,  2002 and 2001 were to
General Motors Corporation ("GM") and its subsidiaries.

Tecstar's strategy is to provide OEM's with faster time to market,  less costly,
high quality exterior and interior appearance  packages.  At September 28, 2003,
Tecstar  operated four  manufacturing  facilities in close  proximity to the OEM
vehicle  assembly  plants.  Each  facility is QS 9001  registered.  Tecstar also
operates a parts distribution operation supplying parts for the H2 Hummer to OEM
dealers.
<PAGE>

Tecstar 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.  After
completing the final appearance assembly work, 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 through its dealerships.  Tecstar engineers and
validates the products to OEM  standards.  Programs range from two to five years
and are backed by  contractual  agreements  with the OEM. A summary of  contract
lengths  and sales is  included  in  Management's  Discussion  and  Analysis  of
Financial  Condition and Results of Operations,  Item 7 of this report.  Tecstar
provides a limited  warranty of its products to the OEM, which is  substantially
the same as the OEM warranty provided to the OEM's retail customers.

The  major  domestic  market  for  Tecstar's  products  is  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.  Tecstar'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 and  continuing  into the second  quarter of
fiscal 2001, one of the Company's  manufacturing  facilities  was  substantially
shut down as a result of a GM vehicle model changeover.  This adversely affected
the  Company's  2000  and  2001  financial  results.  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. The customer at its option may extend or
reduce the terms of such contracts  depending upon market conditions and chassis
manufacturing  plans.  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  28,  2003,  Tecstar's  backlog of firm  orders  was $4.3  million
compared with a backlog of $3.6 million at September  29, 2002.  The increase in
backlog is primarily  due to the addition of the  Ontario,  Canada  operation in
2003. Tecstar utilizes an independent manufacturer  representative to market and
sell its services.

Automotive parts and products

The Company purchases for resale and manufactures conversion vehicle parts for a
variety of cars,  conversion  vans,  pick-up  trucks and sport utility  vehicles
(SUVs).  The Company also purchases and resells seats,  carpeting,  electronics,
ground  effects  and other  items that  enhance  passenger  comfort  and safety.
Automotive  parts and products are sold  directly to vehicle  owners and through
OEM  automobile  dealers and  automotive  repair shops.  The Company sells these
products  primarily in North  America,  but also exports to Northern  Europe and
Asia.

Sales by the automotive parts and products  segment declined in 2003,  primarily
due to an overall decline in the domestic  conversion  vehicle industry over the
last  several  years.  A  primary  factor  for  this  decline  is the  increased
popularity  of SUVs and pickup  trucks.  However,  over one  million  conversion
vehicles  have been  manufactured  over the last several years and a substantial
number  are  still in use.  During  the  life of the  conversion  vehicle,  many
conversion  components,  including  exterior  ground effects,  wheels,  seating,
electronics,  carpet and wood trim are replaced. Based on this information,  the
Company  believes an  opportunity  exists to grow this segment of its automotive
parts and  products  business.  However,  because of the overall  decline of the
conversion  van  market,  and to  offset  any  potential  decline  in  sales  of
conversion vehicle parts, the Company is broadening its product lines offered to
customers.  One of the segments offering significant  opportunity is in the sale
of vehicle parts to the youth market.  The Company believes its Midwest location
and its strong  brand name will  provide a platform  for growth.  However,  high
gasoline  prices,  a slowing  economy,  or higher  interest rates may negatively
impact the growth of this business segment.
<PAGE>

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  business in Mexico in the fiscal 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 significant competition in this
market. Sales may be negatively impacted by the Mexican economy, a disruption in
the supply of kits and the  availability of OEM chassis.  The Company recorded a
$400,000 expense in 2003 to reserve for the potential  closing of this operation
in 2004.

During the second  quarter of fiscal 2003,  the Company  discontinued  the cargo
trailer  division.  This operation did not achieve its expected  results and its
prospects for  improvement  were not sufficient to continue its  operation.  The
division lost $177,000 for the fiscal year,  including a $75,000 reserve against
earnings to cover potential future costs associated with this action. Management
has deemed the  results  of this  operation  to be  immaterial.  Therefore,  the
division's  operations  are not  reflected  as  discontinued  operations  in the
Company's consolidated financial statements.

At September 28, 2003, the automotive  parts and products  segment had a backlog
of $33,000  compared  with a backlog of  $158,000 at  September  29,  2002.  The
backlog  declined  from prior year levels,  primarily  due to the closing of the
cargo  trailer  division.  The  Company  considers  such  backlog  orders  to be
reasonably  firm.  All of the Company's  products are subject to seasonal  sales
influences and sales tend to be stronger during March through October.

In conjunction with the sale of the conversion vehicle business, the Company was
obligated to repurchase certain obsolete inventory.  In 2003, the Company offset
this  obligation  against  future  license  fees.   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 28, 2003.  However,  there is no assurance  that
these  reserves will be sufficient  to offset actual  obligations  assumed under
these agreements.

Competition in the  automotive  parts and products  segment is very strong.  The
Company  competes with conversion  vehicle  manufacturers  and other  automotive
parts  suppliers.  There is no assurance that the Company will be able to retain
its current customers or add new customers in the future.

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 use of the  "Starcraft"  brand to owners of the
Predecessor's  RV business,  as well as the purchasers of its conversion and bus
and  mobility  businesses.  While it has some  control  over the  quality of its
licensees'  products,  it does not control all aspects of their businesses.  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.  These  royalties will be partially  offset by
obsolete  inventory that was returned to the Company under the 2001 Agreement to
sell the van conversion business.

<PAGE>

MANUFACTURING

OEM automotive supplier segment  manufacturing  facilities have been established
in Louisiana,  Texas and New Jersey in the United States and in Oshawa, Ontario,
Canada. All facilities are located near GM assembly plants.  Tecstar also has an
engineering and a parts  distribution  operation near of Detroit,  Michigan.  In
addition,  Tecstar  operates a tooling and  plastics  manufacturer  in Rochester
Hills,  Michigan and a paint and injection  plastics  molder in Ontario  Canada.
Most automotive parts and products are purchased for resale.  Certain wood parts
are manufactured at the Company's Goshen, Indiana facility.

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.  One of Tecstar's
primary plastics vendors has recently  experienced some financial  difficulties.
To date, no supply  problems  have been  encountered.  However,  to mitigate any
potential  supply  disruptions,   Tecstar  has  established  relationships  with
additional  suppliers.  The primary components for automotive parts and products
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.  However,  from  time to time the  Company  may  experience  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 performs  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 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 28, 2003, the Company  employed 419 people.  Of these,  325
were  production  line  associates and 94 were salaried  sales,  engineering and
administrative staff. In addition, Tecstar utilized 198 contract laborers in its
plants in addition to its employee  personnel.  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 28,
2003:

<TABLE>
<CAPTION>

                                        Size of        Owned or         Lease Term
    Location                           Facility        Leased           Remaining      Type of Operation
    --------                           --------        --------         ---------      -----------------
<S>                                     <C>             <C>              <C>            <C>
    Goshen, Indiana                     5,000 s.f.      Leased           3 Years        Executive and Administrative
                                                                                        Offices

    Goshen, Indiana                                     Owned               N/A         Parts warehouse, Offices and
                                       10,000 s.f.                                      Manufacturing, Automotive
                                                                                        Parts and Products Segment

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

                                                                                        Manufacturing and Assembly,
                                                                          4 Years       OEM Automotive Supply Segment
    Haslett, Texas*                   200,000 s.f.      Leased


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

    Madison Heights, MI                40,000 s.f.      Leased            3 Years       Offices, Engineering and
                                                                                        Production Development,
                                                                                        OEM Automotive Supply Segment

                                                                                        Parts Warehouse and Offices,
    Livonia, MI                        25,000 s.f.      Leased            4 Years       OEM Automotive Supply Segment

                                                                                        Manufacturing and
                                                                                        Assembly, OEM
    Oshawa,                            79,000 s.f.      Leased           10 Years       Automotive Supply
    Ontario, Canada                                                                     Segment

                                                                                        Tooling and RIM plastics
                                                                                        manufacturing, OEM Automotive
      Rochester Hills, MI              24,000 s.f.      Leased            6 Months      Supply Segment

                                                                                        Paint and injection molding
                                                                                        manufacturing, OEM Supply
      Vaughan, Ontario,                67,000 s.f.      Leased            4 Years       Segment
      Canada
                                                                                        Engineering and specialty car
                                                                                        manufacturing, OEM Automotive
      Walled Lake, MI                  20,000 s.f.      Leased            3 Years       Supply Segment
</TABLE>

*    The  Haslett,  Texas  lease is ten  years  with an option to cancel at five
     years.

<PAGE>



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

Starcraft's Common Stock is quoted on the Nasdaq Stock Market, Inc.  ("Nasdaq"),
Small Cap Market.  As of November 28, 2003, there were 48 shareholders of record
of  Starcraft's  Common  Stock.  The  Company  believes  its  shares  are  owned
beneficially by approximately 2,050 beneficial owners.

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

                  Quarter Ended
                                                High                  Low
                  December 30, 2001            $4.00                 $2.14

                  March 31, 2002                4.86                  3.62

                  June 30, 2002                 5.90                  3.47

                  September 29, 2002            7.48                  4.61

                  December 29, 2002             7.71                  6.19

                  March 30, 2003               12.72                  6.61

                  June 29, 2003                23.50                  9.70

                  September 28, 2003           38.65                 19.10

Dividend Policy.  During the second fiscal quarter of 2003, the Company declared
and issued a 5% common stock dividend.  As a result,  the Company issued 225,460
additional  shares of common stock. 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 of common stock.  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>

SALES OF UNREGISTERED SECURITIES

In 2003, Starcraft  Corporation sold 9,250 shares of common stock to independent
sales  representatives in connection with the exercise of a non-qualified  stock
option for a total of $13,502.  Such issuance was exempt from registration under
Section  4(2)  because  the  issuance  of the shares to the  representative  was
effected without any public offering.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table  summarizes the number of shares issuable under  Starcraft's
equity compensation plans, the weighted-average exercise price and the number of
shares available for issuance, as of September 28, 2003.
<TABLE>
<CAPTION>

                                                                                                   C)
                                                                                          Number of securities
                                            (A)                        (B)               remaining available for
                                  Number of securities to       Weighted-average          future issuance under
                                  be issued upon exercise        exercise price            equity compensation
                                  of outstanding options,   for outstanding options,   plans (excluding securities
Plan Category                            warrants and rights    warrants and rights     reflected in column (a))
------------------------------------------------------------------------------------------------------------------
Equity compensation plans
<S>                         <C>           <C>                          <C>                      <C>
approved by security holders(1)(2)        686,525                      $6.50                    132,217

Equity compensation plans
not approved by security holders(2)         1,050                       1.43                     26,000
Total                                     687,575                      $6.49                    158,217
----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The foregoing  information is provided for previously approved plans before
     giving effect to proposed  amendments  presented herein for approval at the
     annual meeting. Of such shares, (i) 256,725 options remained exercisable at
     year-end under the 1993  Incentive  Plan, but no further awards may be made
     under that plan; and, of those, only 204,225 remain exercisable at the date
     hereof;  (ii) 424,425  options were  outstanding at year-end under the 1997
     Incentive  Plan, and an additional  132,217 shares are currently  available
     for  issuance  thereunder,  either as options  or as awards of  shares,  as
     described above; and (iii) up to 30,000 additional shares may be awarded to
     directors  under the  Directors  Share  Plan,  under  which  directors  are
     permitted  to receive  shares of stock in lieu of current or deferred  fees
     for board service.

(2)  Includes  awards of options to Mr. Rose and Mr.  Schoeffler  for 79,525 and
     27,750 shares, respectively, in excess of the current limit on awards to an
     individual  awardee  under the 1997  Incentive  Plan,  as described  above.
     Shareholders are being asked to approve an amendment  increasing such limit
     at the 2004 annual meeting.

(3)  The only  equity  compensation  plan not  approved by  shareholders  is the
     Starcraft Corporation Sales Representatives  Option Plan which provides for
     the issuance of options for restricted shares to certain  independent sales
     representatives of Starcraft.
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>


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

Income Statement Data                       Sept. 28,       Sept. 29,        Sept. 30,       Oct. 1,        Oct. 3,
                                               2003            2002            2001            2000          1999
---------------------------------------------------------------------------------------------------------------------
Net Sales:
<S>                                           <C>            <C>               <C>           <C>            <C>
     Domestic                                 $191,401       $ 104,422         $ 48,647      $ 75,176       $ 36,102
     Export                                        701             262              287           139            281
         Total Net Sales                       192,102         104,684           48,934        75,315         36,383


Cost of Goods Sold                             147,835          79,748           38,184        56,719         28,105
Gross Profit                                    44,267          24,936           10,750        18,596          8,278
Operating Expenses                              19,163          15,515            9,898         8,336          4,444
Compensation Expense From Warrant
   and Option  Redemption                          ---           2,096              ---           ---            ---
Operating Income                                25,104           7,325              852        10,260          3,834

Interest Expense                                  (457)           (476)            (547)         (864)          (719)
Other Income, Net                                   33             589              293            82            115

Income Before Minority                          24,680           7,438              598         9,478          3,230
  Interest and Income Taxes

Minority Interest                               10,832           4,087               70         4,918          2,448

Income Tax Expense (Credit)                      2,060             388               26           379            (21)

Income from Continuing Operations               11,788           2,963              502         4,181            803

Loss from Discontinued Operations                  ---             ---           (3,679)       (8,528)          (281)

Net Income (Loss)                             $ 11,788        $  2,963          $(3,177)     $ (4,347)       $   522

Weighted Average Common
Shares          Outstanding*                     4,738           4,543            4,457         4,425
                                                                                                               4,367

Basic Earnings (Loss) Per Share*               $  2.49        $   0.65          $ (0.71)     $  (0.98)       $  0.12

Diluted Earnings (Loss) Per Share*             $  2.25        $   0.55          $ (0.71)     $  (0.98)       $  0.11



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

Working Capital                              $  21,959        $  9,066         $  2,040       $ 2,165       $ 10,192
Total Assets                                    58,730          39,092           22,010        34,994         43,781
Long-Term Debt                                   9,148          12,704            8,092         9,957         13,506
Shareholders' Equity (Deficit)                  12,640             331          (2,703)            77          4,186
Book Value per Share                              2.63            0.07           (0.64)          0.02           1.00


</TABLE>

*Retroactively adjusted for 5% stock dividend issued in March 2003.


<PAGE>


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

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

2003 VERSUS 2002
(Dollars in Thousands)                                                                                     2002 to
                                                                                                            2003
                                                         2003                       2002                   Change
                                           -------------------------------------------------------       ----------

<S>                                        <C>                 <C>        <C>               <C>                <C>
Net sales                                  $    192,102        100.0%     $  104,684        100.0%             83.5%
Cost of goods sold                              147,835         77.0%         79,748         76.2%             85.4%
Gross profit                                     44,267         23.0%         24,936         23.8%             77.5%
Selling and promotion expenses                    1,866          1.0%          2,014          1.9%             (7.3%)
General and administrative expenses              17,297          9.0%         13,501         12.9%             28.1%
Compensation expense from redemption
    of warrants and options                         ---                        2,096          2.0%           (100.0%)
Operating income                                 25,104         13.0%          7,325          7.0%            242.7%
Interest expense                                   (457)         (.2%)          (476)         (.5%)            (4.0%)
Other income                                         33            0%            589           .6%            (94.4%)
Income before income taxes
     and minority interest                       24,680         12.8%          7,438          7.1%            231.8%
Minority interest                               (10,832)        (5.6%)        (4,087)        (3.9%)           165.0%
Income tax expense                               (2,060)        (1.1%)          (388)         (.4%)           430.9%

Net Income                                 $     11,788          6.1%          2,963          2.8%            297.8%
</TABLE>

Net sales increased 83.5% to $192 million in 2003.

The OEM  Automotive  Supply  segment  sales  increased  $88.0  million  in 2003,
primarily  due to an increase in demand for its products  from its OEM customer,
increased  capacity  expansion in the Texas  facility  resulting  from increased
product  demand,  the  addition  of the H2 parts  program  for the Hummer  sport
utility vehicle and the start-up of the Ontario, Canada program.

Sales of the  automotive  parts and  products  segment  declined  $0.6  million,
primarily due to the continued deterioration of the van conversion parts market,
both  domestically  and  internationally  and the  closing of the cargo  trailer
operation.

The increased  sales  generated $19.3 million more gross profit in 2003 compared
to 2002  primarily due to the increased  sales.  Gross profit as a percentage of
sales  slightly  decreased  from 23.8% in 2002 to 23.0% in 2003 due to increased
product mix of the H2 parts business which carries a lower margin.

General  administrative  expenses  increased  $3.8 million in 2003 due to higher
support  requirements  for the  increased  sales,  primarily  for the  increased
capacity  in Texas and the new plant in  Canada.  The  Company  incurred  a $1.1
million foreign  currency gain in 2003 which reduced general and  administrative
expense,  which was partially offset by merger related costs and a provision for
asset impairment.  General and administrative  expenses as a percentage of sales
decreased  to  9.0%  in  2003  because  the  fixed  expenses  did  not  increase
proportionately with the sales growth.

In 2002, the Company reached agreement to redeem and cancel 360,000 warrants and
500,000  options to purchase  shares of common stock,  previously  issued to two
individuals,  both of whom are  directors  and one of whom is an  officer of the
Company,  as incentive for their partial  guarantee of the Company's  debt.  The
Company incurred a one-time expense of $2.1 million in 2002.

Other income in 2002 included $332 related to the cancellation of debt owed to a
former vendor of the van conversion business.

<PAGE>


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


Minority  interest  results  from the Company  owning 50% of the OEM  Automotive
Supply  business.  Income tax expense for 2003 is comprised of state tax expense
and  Canadian  tax on the profits of the new  operation  in Canada,  net of $1.3
million of deferred  tax credit  arising  from the  reduction  of the  valuation
allowance  for the NOL  carryforward  deferred  tax asset.  The  Company did not
record any U.S. federal income tax expense in 2003 due to net operating loss tax
carry  forwards  generated  from losses in prior years and the  reduction in the
valuation  allowance  for  deferred  tax assets.  Income tax expense in 2002 was
comprised  only  of  state  taxes  as  the  Canadian  operation  had  not  begun
operations.

Federal  income tax expense was impacted by the  elimination of our deferred tax
asset valuation  allowance in 2003 by $1.3 million.  This deferred tax asset, of
which  the  majority  is  attributable  to  the  $3.2  million  dollars  in  NOL
carryforwards at September 30, 2003, was fully reserved in previous years due to
uncertainties in eventual  recognition of the benefit of this asset. The Company
does  anticipate  utilizing  the  remaining  NOL  carryforwards  in  2004,  thus
eliminating the deferred tax asset related to the  carryforwards.  See Note 5 of
notes to  consolidated  financial  statements for further  information on income
taxes.
<PAGE>


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

<TABLE>
<CAPTION>


2002 VERSUS 2001
(Dollars in Thousands)                                                                                     2001 to
                                                                                                            2002
                                                        2002                       2001                    Change
                                           -------------------------------------------------------       ----------

<S>                                         <C>                <C>         <C>            <C>               <C>
Net sales                                   $   104,684        100.0%      $  48,934      100.0%            113.9%
Cost of goods sold                               79,748         76.2%         38,184       78.0%            108.9%
Gross profit                                     24,936         23.8%         10,750       22.0%            132.0%
Selling and promotion expenses                    2,014          1.9%          1,209        2.5%             66.6%
General and administrative expenses              13,501         12.9%          8,689       17.8%             55.4%
Compensation expense from redemption
    of warrants and options                       2,096          2.0%            ---        ---%              ---%
Operating income                                  7,325          7.0%            852        1.7%             759.7%
Interest expense                                   (476)         (.5%)          (547)      (1.1%)            (13.0%)
Other income                                        589           .6%            293         .6%             101.0%
Income before income taxes
     and minority interest                        7,438          7.1%            598        1.2%           1,143.8%
Minority interest                                (4,087)        (3.9%)           (70)       (.2%)             ---%
Income tax expense                                 (388)         (.4%)            26         --               ---%

Income from continuing operations           $     2,963          2.8%      $     502         1.0%            490.2%
</TABLE>

Continuing Operations:

Net sales increased $55.8 million and 113.9% to $104.7 million in 2002.

The OEM  Automotive  Supply  segment  sales  increased  $58.4  million  in 2002,
primarily  due to an increase in demand for its  products  from its OEM customer
and operation of all of its  facilities  in 2002. In fiscal 2001,  revenues were
adversely  affected due to an extended  shutdown of the Company's Texas facility
for the first half of fiscal 2001.  Conversion vehicle parts sales declined $2.6
million to $2.6 million in 2002, primarily due to the sale of the conversion van
business and lower international sales.

The OEM  Automotive  Supply sales  generated  $14.4 million more gross profit in
2002 compared to 2001. Gross profit from automotive parts and products decreased
slightly in 2002 compared to 2001.

In 2002, the Company reached agreement to redeem and cancel 360,000 warrants and
500,000  options to purchase  shares of common stock,  previously  issued to two
individuals,  both of whom are  directors  and one of whom is an  officer of the
Company,  as incentive for their partial  guarantee of the Company's  debt.  The
total cost of the  redemption  was $2.5  million.  Of this  amount,  the Company
incurred a one-time  expense of $2.1 million in 2002.  Previously,  in 2001, the
Company  recorded $0.4 million of compensation  expense for stock options issued
in December 2000.

Selling expenses increased $0.8 million and general and administrative  expenses
increased  $4.8 million  primarily due to higher product demand and expansion of
the business in Texas and Canada.

Minority  interest  results  from the Company  owning 50% of the OEM  Automotive
Supply  business.  Tax expense for 2002 and 2001 is  comprised  of state  income
taxes.  The Company  did not record any  federal  income tax expense in 2002 and
2001 due to net operating loss tax carry forwards generated from losses in prior
years and the reduction in the valuation allowance for deferred tax assets.

<PAGE>

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


Discontinued Operations:

The conversion vehicle and bus and mobility vehicle businesses were discontinued
in 2001 and reported  losses of $3.7 million for 2001.  The  conversion  vehicle
segment was sold in May 2001 and the bus and  mobility  businesses  were sold in
August 2001.  The $3.7 million 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.

SEASONALITY AND TRENDS

The Company's OEM Automotive  Supply business sales and profits are dependent on
the automotive markets,  primarily located in North America. The business may be
influenced  by a number of factors  including OEM programs  affecting  price and
supply,  interest rates, gasoline prices, atypical weather for any sales region,
OEM plant  shutdowns  and model  year  changeovers.  The OEM  Automotive  Supply
segment is dependent upon long-term contracts.

In the  ordinary  course of  business,  the OEM  Automotive  Supply  segment has
entered into multiple contracts of varying size and duration with General Motors
(GM). At the end of these  contracts,  the Company seeks to replace the expiring
contracts with similar contracts. However, the Company can provide no assurances
it will be able to continue to do so in the future.  To mitigate this  potential
exposure, the Company generally structures its facility leases and vendor supply
contracts to correspond  with the terms of its GM contracts.  Due to the lack of
availability of suitable  buildings,  the Oshawa,  Ontario,  Canada lease is ten
years compared to a five year program life for the other plants.

The Company is currently dependent upon one customer and contractual  agreements
with this  customer.  The  terms of the  agreements  are tied to the  customer's
anticipated  life of the  vehicle  chassis.  Following  is a summary of existing
program lives and the percentage of 2003 sales  attributable to each plant.  The
program  lives  are tied to  contractual  agreements,  but may be  shortened  or
extended  based upon market  conditions and chassis  manufacturing  plans at the
option of the customer.  Historically,  the customer has continued programs upon
the introduction of a new vehicle chassis.

         Plant                        Estimated               Percentage of
        Location (a)                Program Life               2003 Sales
        ------------                ------------              -------------
      Shreveport, LA (b)                 (b)                      4.6%
      Haslett, TX - Tahoe            July 2006                   39.1%
      Haslett, TX - Suburban         July 2006                   14.4%
      Bridgewater, NJ                July 2005                    8.3%
      Livonia, MI (c)                    N/A                     14.8%
      Oshawa, Ontario, Canada        July 2007                   17.6%
      Goshen, IN (c)                     N/A                      1.2%

(a)  The  Company's  plants  typically  have several  different  programs  being
     manufactured on the same vehicle chassis.

(b)  The S-10 Xtreme program ended in September 2003. All of Shreveport's  sales
     in 2003 were  attributable to the S-10 Xtreme program and will not continue
     in 2004.  The Company will maintain this  facility to  manufacture  the ESV
     program in 2004.

(c)  Parts  distribution.  No determinable  program life. The Company intends to
     continue to focus on its OEM  Automotive  Supply  business  and  automotive
     parts and products businesses.
<PAGE>

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


The OEM Automotive  Supply segment program related to the Shreveport,  Louisiana
facility ended in September 2003.  Sales for this program  accounted for 4.6% of
the Company's  sales in fiscal year 2003.  The Company will continue to maintain
the  facility  with  the  new ESV  program  starting  in  January  2004  and the
maintenance of certain service parts.

In July 2003,  the OEM Automotive  Supply  segment  purchased the assets of Troy
Tooling,  Inc., a low volume specialty  manufacturer of RIM (reaction  injection
molding) and plastic products for interior and exterior  applications  primarily
for automotive customers.  Troy Tooling,  located in Rochester Hills,  Michigan,
operates in a 24,000 square foot facility generating approximately $2 million in
annual sales with ten  employees.  The purchase  price includes an option to buy
the real estate and totals $1.5  million.  Troy Tooling will be an integral part
of the Company's aftermarket parts strategy.

During the fourth quarter of 2003,  the Company's OEM Automotive  Supply segment
received several new contracts for engineering, design and installation services
for the 2004 model year,  which began in September  2003. The contracts  include
installation  of ZR2 model upfit  packages for specific  models of the Chevrolet
Blazer at its plant in Bridgewater,  New Jersey.  In addition,  the Company will
offer a 20"  wheel to GM  dealers.  The 20"  wheel  will be  engineered  to GM's
specifications  and  distributed  through GM's parts  subsidiary  directly to GM
dealers  for  installation.  The custom  wheel  will fit GM's 800 series  trucks
including Suburbans, Tahoes, Silverados, Yukons and Escalades.

REDEMPTION OF WARRANTS AND OPTIONS

On  September  25, 2002,  the Company  reached an agreement to redeem and cancel
360,000 outstanding  warrants and 500,000 stock options previously issued to two
individuals,  both of whom are  directors  and one of whom is an  officer of the
Company,  as incentive for their  partial  guarantee of certain of the Company's
debt.  The total cost of the redemption  was $2.5 million.  Of this amount,  the
Company recorded $2.1 million of compensation  expense in fiscal 2002; in fiscal
2001,  the Company had recorded $0.4 million of  compensation  expense for stock
options issued in December 2000.

SUBSEQUENT EVENTS

On October 29, 2003, the Company and Wheel to Wheel Acquisition Company, LLC, an
Indiana   corporation  and  a  wholly  owned  subsidiary  of  the  Company  (the
"Acquisition  Subsidiary"),  entered into an  Agreement  and Plan of Merger (the
"Merger Agreement") with Wheel to Wheel, Inc., a Michigan corporation ("Wheel to
Wheel"), and the shareholders of Wheel to Wheel (the "Shareholders"). The Merger
Agreement provides for the acquisition of Wheel to Wheel by the Company pursuant
to a merger  of Wheel to Wheel  with and into the  Acquisition  Subsidiary  (the
"Merger"),  with the Acquisition  Subsidiary surviving the Merger and continuing
as a wholly owned subsidiary of the Company.

Wheel to Wheel owns 50% of Starcraft's joint venture  subsidiaries  Tecstar, LLC
and Tecstar Manufacturing Canada Limited. As a result of the Merger, the Company
will own  directly or  indirectly  100% of the equity  interests  in the Tecstar
entities and Wheel to Wheel.

In the Merger,  and subject to the terms and conditions of the Merger Agreement,
the Shareholders of Wheel to Wheel collectively will receive 3,550,000 shares of
Starcraft  common stock.  The shares of Starcraft common stock will be allocated
to  the  Shareholders   proportionally  in  accordance  with  the  Shareholder's
ownership  of Wheel to Wheel.  The  completion  of the  Merger is subject to the
approval  of the  issuance  of  shares  required  to  effect  the  Merger by the
shareholders  of  Starcraft  (as  required  by  Nasdaq),  receipt  of  necessary
approvals or expiration  of any  regulatory  waiting  period under United States
antitrust laws, and other customary closing conditions.

<PAGE>

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


The Merger  Agreement  provides that  Starcraft  will enter into  employment and
non-competition  agreements with the three key executives of Wheel to Wheel when
the merger becomes effective.  It further restricts transfer of the shares to be
issued in the merger  for two years,  with  provisions  for up to  approximately
500,000  shares  in 2004 and  300,000  shares in 2005 to be  available  for sale
without   contractual   restriction,   subject  to  compliance  with  applicable
securities laws and Company policy.

Wheel  to  Wheel  provides  design,  engineering,   validation  and  testing  of
automotives and automotive  components and also  manufactures show and specialty
vehicles and pace cars.

Wheel to Wheel  currently  is the  sole  provider  of  engineering,  design  and
validation services to Tecstar.  Tecstar could be significantly  harmed if Wheel
to Wheel no longer provided these services.  The merger of the Company and Wheel
to Wheel  enables  the  Company to control  this  critical  aspect of  Tecstar's
business.

In addition,  Wheel to Wheel will generate incremental revenues of approximately
$5 million per year in the specialty vehicle and automotive engineering markets.

The  acquisition  of Wheel to Wheel will be treated as a purchase for  financial
reporting  purposes.  This means that the purchase price will first be allocated
to the fair value of assets received, net of assumed liabilities.  The remaining
purchase  price will then be allocated to any  identifiable  intangible  assets,
which  in this  case,  includes  a  customer  relationship  and  several  supply
contracts, with the remainder allocated to goodwill. The identifiable intangible
assets,  estimated  to be $17.5  million,  will be amortized to expense over the
expected lives of the assets ranging from one to three years.  Goodwill will not
be amortized to expense,  but will be evaluated  annually for any  impairment in
the carrying  value,  and  adjusted  accordingly  through the income  statement.
Unaudited Pro Forma  Financial  Information  giving effect to the acquisition is
presented in the definitive proxy statement related to the Company's 2004 Annual
Meeting of Shareholders.

In October 2003,  Starcraft  and Wheel to Wheel  jointly  acquired the assets of
Tarxien Automotive in Ontario, Canada. Tarxien, with $3 million in annual sales,
was acquired for its OEM-compliant,  highly efficient horizontal paint line, and
its plastic injection molding  facilities that will further support  Starcraft's
ongoing automotive aftermarket initiatives.

In  November  2003,  the  Company  also  agreed to acquire the assets of Classic
Design Concepts,  Inc. of Walled Lake, Michigan.  Classic Design provides design
and  engineering  services,  concepting and show car  development for automotive
OEMs,   primarily  Ford  Motor  Company.   Classic  also  develops  and  markets
aftermarket parts.  Classic Design's senior staff brings additional expertise in
direct sales and corporate relationships.


LIQUIDITY AND CAPITAL RESOURCES

Operating  activities  generated  $10.7  million  in cash in  2003  compared  to
consuming  $0.7 million in cash in 2002.  Cash  generated in 2003 before working
capital usage was $21.5 million  compared to $7.6 million in 2002. Cash used for
accounts receivable,  inventories and accounts payable in 2003 to fund the sales
growth was $6.8  million  compared to $8.5 million  used in 2002.  In 2003,  the
Company  utilized $5.6 million of cash to fund tooling and engineering  programs
and the timing of customer tooling reimbursements.

The  Company  invested  $5.5  million in  property  and  equipment  during  2003
primarily   attributed  to  growth  of  the  OEM  Automotive   Supply  business,
particularly  its expansion in Texas ($0.5  million),  start-up of operations in
Canada ($2.2 million) and tooling investment for new programs ($1.3 million).

<PAGE>


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


As discussed in Note 4 of the notes to consolidated  financial  statements,  the
Company and its subsidiaries,  have three bank lines of credit which provide for
$22 million of credit of which $9.2 million was  outstanding  at  September  28,
2003.

The Company  believes that future cash flows from operations and funds available
under  its  revolving  credit  facilities  will be  sufficient  to  satisfy  its
anticipated  operating needs and capital requirements for 2004. The Company also
believes  that  its  objectives  for  growth  over the  next  few  years  can be
accomplished  with minimal  capital  investment and that its expected  operating
cash flows and credit facilities should provide sufficient  liquidity.  However,
to fund various liabilities assumed under the Wheel to Wheel merger, the Company
intends to increase its revolving credit facilities by $9 million in early 2004.

INCOME TAXES

At this time, the Company does not have U.S.  federal income tax expenses due to
existing operating loss carryforwards generated from prior year losses that were
fully reserved. The Company is incurring Canadian taxes related to its operation
in Canada.

During 2004, as the operating loss carryforwards are utilized,  the Company will
begin  recording  U.S.  federal  income  taxes,  along with Canadian  taxes.  At
September 28, 2003, the operating loss  carryforwards  were  approximately  $3.3
million.  Management believes the proforma information presented below is useful
to enable a reader to determine  the impact income taxes would have on earnings,
if the Company had not incurred the operating loss carryforwards in prior years.
The following table  illustrates the effect on net income and earnings per share
as if the Company were incurring income tax expenses at a 39% effective tax rate
for  the  fiscal  year  ended   September  28,  2003  and  September  29,  2002,
respectively.

<TABLE>
<CAPTION>

                                                                Year Ended
                                              ---------------------------------------------
                                              September 28, 2003         September 29, 2002
                                              ------------------         ------------------
                                             (Dollars in thousands, except per share amounts)

<S>                                             <C>                          <C>
Net Income - as reported                        $    11,788                  $   2,963

Deduct:  pro-forma provision for
income taxes                                          4,411                      1,437

Net income - pro forma                          $     7,377                  $   1,526

Earnings per share - as reported
    Basic Earnings per share                    $      2.49                  $    0.65

    Dilutive earnings per share                 $      2.25                  $    0.55

Earnings per share - pro forma
    Basic Earnings per share                    $      1.56                  $    0.34

    Dilutive earnings per share                 $      1.41                  $    0.29

</TABLE>
<PAGE>



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


APPLICATION OF CRITICAL ACCOUNTING POLICIES

In the course of normal  business  and in the  preparation  of its  consolidated
financial statements in accordance with accounting principles generally accepted
in the United States,  management is required to make estimates and  assumptions
that affect the amounts  reported in the financial  statements.  Actual  results
could differ from those  estimates.  The  significant  policies under which such
estimates and assumptions are made include:

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.

Warranties:  The Company  follows the policy of accruing an estimated  liability
for  warranties at the time the warranted  products are sold.  The Company's OEM
Automotive Supply segment provides products to Original Equipment  Manufacturers
under  warranty  terms  similar to those  offered  by the OEM to its  customers,
generally three years. The Company accrues an estimated  liability for potential
warranties at the time products are sold, based on past claims experience.

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.

Indentifiable Intangible Assets and Goodwill: The identifiable intangible assets
generated  by the Wheel to Wheel  merger will be  amortized  to expense over the
expected lives of the assets ranging from one to three years.  Goodwill will not
be  amortized  to  expense,  but  rather  will  be  evaluated  annually  for any
impairment in the carrying value,  and adjusted  accordingly  through the income
statement.

OFF-BALANCE SHEET ARRANGEMENTS

As part of the Wheel to Wheel merger,  the Company will be assuming a consulting
agreement for a former  shareholder of Wheel to Wheel. As of September 28, 2003,
Wheel to Wheel has 117  remaining  monthly  payments  of $27,750  due under this
arrangement that will not be recorded on the balance sheet.

LONG-TERM CONTRACTUAL OBLIGATIONS:
<TABLE>
<CAPTION>

                                                                        Payments due by period
                                             ----------------------------------------------------------------------
                                               Total         Less than         1-3         3-5            More than
                                                               1 Year        Years        Years            5 Years
<S>                                          <C>           <C>             <C>          <C>               <C>
Long-Term Debt Obligations                   $ 9,148       $       -       $ 9,148      $      -          $      -
Operating Lease Obligations                  $ 8,195       $   1,997       $ 4,913      $  2,766          $  4,465
Employment Agreement Obligation              $ 1,500       $     300       $   900      $    300          $      -
                                             -------       ---------       -------      --------          --------
Total                                        $18,843       $   2,297       $14,961      $  3,066          $  4,465
                                             =======       =========       =======      ========          ========

</TABLE>
<PAGE>


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


AVAILABLE INFORMATION

Availability of Reports.  Starcraft is a reporting  company under the Securities
Exchange  Act of 1934,  as amended (the "1934 Act"),  and files  reports,  proxy
statements and other  information  with the  Securities and Exchange  Commission
(the  "Commission").  The  public may read and copy any  Company  filings at the
Commission's  Public Reference Room at 450 Fifth Street N.W.,  Washington,  D.C.
20549. You may obtain  information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330.

Because the Company  makes  filings to the  Commission  electronically,  you may
access this information at the  Commission's  internet site:  www.sec.gov.  This
site contains reports,  proxies and information statements and other information
regarding issuers that file electronically with the Commission.

Web site Access. Our internet Web site address is www.starcraftcorp.com. We make
available,  free of charge at the "Investor  Relations" portion of this Web site
under "SEC Filings" annual reports on Form 10-K, quarterly reports on Form 10-Q,
current  reports on Form 8-K, and amendments to those reports filed or furnished
pursuant  to  Section  13(a) or  15(d)  of the  1934  Act as soon as  reasonably
practicable after we  electronically  file such material with, or furnish it to,
the Commission.  Reports of beneficial ownership filed pursuant to Section 16(a)
of the 1934 Act are also available on our Web site.

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,  the  Company  may  make  oral or  written
forward-looking  statements  regarding its anticipated sales,  costs,  expenses,
earnings  and  matters   affecting  its  condition  and  operations.   All  such
forward-looking  statements  are subject to a number of material  factors  which
could cause the  statements or  projections  contained  therein to be materially
inaccurate. Such factors include, without limitation, the following:

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

Acquisitions  and  Diversification.  The Company may be engaged in  negotiations
from time to time regarding prospective acquisitions of 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.
<PAGE>

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


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 the Company's and
Tecstar's sales adversely.

OEM Automotive Supply Segment.  All of the Company's OEM Automotive Supply sales
in 2003, 2002 and 2001 were to GM. The Company's OEM Automotive Supply sales are
directly impacted by the size of the automotive  industry and GM's market share.
Further, GM periodically  reduces production or closes plants for several months
for model  changeovers.  During  the  fourth  quarter  of  fiscal  year 2000 and
continuing  into  the  second  quarter  of  fiscal  2001,  one of the  Company's
manufacturing  facilities was substantially  shut down as a result of GM's model
changeover.  This adversely affected the Company's fiscal 2000 and 2001 results.
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  OEM
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.

The  Company's  contractual  agreements  with its  customer  may be shortened or
extended  by the  customer at its  discretion.  There is no  assurance  that the
Company's contractual agreements will remain in effect for the stated periods.

Single  Customer.  GM has recently  publicized  its interest to put  significant
pressures on its suppliers to reduce costs,  including  GM's intention to change
suppliers if  suppliers do not comply.  As the  Company's  sole  customer is GM,
there is no assurance that the Company's sales and margins will not be adversely
affected by this program.

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 a 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 and Warranties. 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.  It is possible that
actual expenses the Company incurs to honor  warranties on products could exceed
the  warranty  liability  accrued on its books for such  expenses,  which  could
adversely affect its results of operations.

<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal  course of  business,  operations  of the  Company  are exposed to
fluctuations in interest rates and foreign  currencies.  These  fluctuations can
vary the cost of financing, investment yields and operations of the Company.

The Company does not have any  investments  that would be  classified as trading
securities  under  generally  accepted  accounting  principles.   The  Company's
non-trading  investments,  excluding  cash  and  cash  equivalents,  consist  of
certificates of deposit and debt  securities.  These  financial  instruments are
subject to market risk in that changes in interest rates would impact the market
value of such investments. The Company generally does not utilize derivatives to
hedge against increases in interest rates which decrease market values.

Based on the  Company's  overall  interest  rate exposure at September 28, 2003,
including variable rate debt, a hypothetical 10 percent change in interest rates
applied to the fair value of the financial instruments as of September 28, 2003,
would have no material impact on earnings or cash flows over a one-year period.

The Company's  foreign currency risk exposure results from fluctuating  currency
exchange  rates,  primarily the U.S.  dollar  against the Canadian  dollar.  The
Company  faces  transactional  currency  exposures  that arise when its  foreign
subsidiaries enter into transactions, denominated in currencies other than their
local  currency.  The  Company  also faces  currency  exposure  that arises from
translating  the  results  of its  Canadian  operations  to the U.S.  dollar  at
exchange   rates  that  have  used   financial   derivatives  to  hedge  against
fluctuations  in  currency  exchange  rates.  During  fiscal  2003,  the Company
incurred a $1.1 million foreign currency gain.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


<PAGE>






                              STARCRAFT CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                     September 28, 2003, September 29, 2002
                             and September 30, 2001

<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES

                                 Goshen, Indiana

                        CONSOLIDATED FINANCIAL STATEMENTS
          September 28, 2003, September 29, 2002 and September 30, 2001








                                    CONTENTS









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


CONSOLIDATED FINANCIAL STATEMENTS

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

     CONSOLIDATED STATEMENTS OF INCOME.........................................4

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

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

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

<PAGE>
                         REPORT OF INDEPENDENT AUDITORS





To the Board of Directors and Shareholders of
Starcraft Corporation and Subsidiaries:

We have audited the  consolidated  balance sheets of Starcraft  Corporation  and
Subsidiaries  as of September  28, 2003 and  September  29, 2002 and the related
consolidated statements of income,  shareholders' equity and cash flows for each
of the three  years in the  period  ended  September  28,  2003.  Our audit also
included the  financial  statement  schedule  listed in the index at Item 15(d).
These   financial   statements   and  financial   statement   schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial  statements and financial statement schedule 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  financial  position  of  Starcraft
Corporation  and  Subsidiaries  as of September 28, 2003 and September 29, 2002,
and the results of their  operations  and their cash flows for each of the three
years in the period  ended  September  28, 2003 in  conformity  with  accounting
principles  generally  accepted in the United  States of America.  Also,  in our
opinion,  the financial statement schedule referred to above presents fairly, in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related consolidated financial statements.



                                                /s/Crowe Chizek and Company LLC

                                                 Crowe Chizek and Company LLC



Elkhart, Indiana
November 7, 2003


<PAGE>


                     STARCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 28, 2003 and September 29, 2002
<TABLE>
<CAPTION>



                                                                                           2003            2002
                                                                                           ----            ----
                                                                                         (dollars in thousands)
ASSETS
Current assets
<S>                                                                                   <C>              <C>
     Cash and cash equivalents                                                        $        836     $        284
     Accounts receivable
         Trade, less allowance for
           doubtful accounts: 2003 - $200; 2002 - $288                                      28,606           20,610
         Other receivables                                                                     576            2,108
     Inventories                                                                            10,060            8,204
     Tooling and engineering projects                                                        6,593              952
     Other current assets                                                                    2,409              974
                                                                                      ------------     ------------
         Total current assets                                                               49,080           33,132

Property and equipment
     Land, buildings and improvements                                                        6,005            3,820
     Machinery and equipment                                                                 7,321            4,540
                                                                                      ------------     ------------
                                                                                            13,326            8,360
     Less accumulated depreciation                                                           4,190            2,836
                                                                                      ------------     ------------
                                                                                             9,136            5,524

Other assets                                                                                   514              436
                                                                                      ------------     ------------

                                                                                      $     58,730     $     39,092
                                                                                      ============     ============

</TABLE>



<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                    September 28, 2003 and September 29, 2002
<TABLE>
<CAPTION>


                                                                                           2003            2002
                                                                                           ----            ----
                                                                                          (dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
<S>                                                                                   <C>              <C>
     Notes payable, related party                                                     $          -     $      1,474
     Accounts payable, trade                                                                19,549           18,058
     Accrued expenses
         Compensation and related expenses                                                   2,668            2,302
         Warranty                                                                              698              771
         Income taxes                                                                        3,378              396
         Taxes, other                                                                          434               44
         Indemnification reserve                                                                 -              346
         Other                                                                                 394              675
                                                                                      ------------     ------------
         Total current liabilities                                                          27,121           24,066

Long-term debt                                                                               9,148           12,704

Minority interest in subsidiary                                                              9,821            1,991

Commitments and contingencies (Note 9)                                                           -                -

Shareholders' equity
     Preferred stock, no par value:  2,000,000 shares
         authorized, none issued                                                                 -                -
     Common stock, no par value:  10,000,000 shares
         authorized, issued and outstanding
           4,804,102 shares in 2003 and 4,454,059 shares in 2002                            15,203           14,850
     Additional paid-in capital                                                              3,420            1,008
     Accumulated deficit                                                                    (6,151)         (15,527)
     Accumulated other comprehensive income                                                    168                -
                                                                                      ------------     ------------
                                                                                            12,640              331
                                                                                      ------------     ------------

                                                                                      $     58,730     $     39,092
                                                                                      ============     ============
</TABLE>


<PAGE>



                        CONSOLIDATED STATEMENTS OF INCOME
           For the years ended September 28, 2003, September 29, 2002
                             and September 30, 2001

<TABLE>
<CAPTION>

                                                                           2003            2002            2001
                                                                           ----            ----            ----
                                                                       (dollars in thousands, except per share data)

<S>                                                                    <C>            <C>              <C>
Net sales                                                              $    192,102   $    104,684     $     48,934

Cost of goods sold                                                          147,835         79,748           38,184
                                                                       ------------   ------------     ------------


Gross profit                                                                 44,267         24,936           10,750

Operating expenses
     Selling and promotion                                                    1,866          2,014            1,209
     General and administrative                                              17,297         13,501            8,689
     Compensation expense from warrant and
       option redemption                                                          -          2,096                -
                                                                       ------------   ------------     ------------

Operating income                                                             25,104          7,325              852

Nonoperating (expense) income
     Interest, net                                                             (457)          (476)            (547)
     Other income, net                                                           33            589              293
                                                                       ------------   ------------     ------------
                                                                               (424)           113             (254)
                                                                       ------------   ------------     ------------

Income from continuing operations before
  minority interest and income taxes                                         24,680          7,438              598

Minority interest                                                            10,832          4,087               70
                                                                       ------------   ------------     ------------

Income from continuing operations before
  income taxes                                                               13,848          3,351              528

Income taxes                                                                  2,060            388               26
                                                                       ------------   ------------     ------------


Income from continuing operations                                            11,788          2,963              502

Loss from discontinued operations, net of income
  tax expense of $24 in 2001                                                      -              -           (4,031)

Gain on sale of discontinued business, net of income
  tax of $0 in 2001                                                               -              -              352
                                                                       ------------   ------------     ------------


Net income (loss)                                                      $     11,788   $      2,963     $     (3,177)
                                                                       ============   ============     ============

Earnings (loss) per common share, basic                                $       2.49   $        .65     $      (.71)

Earnings (loss) per common share, diluted                              $       2.25   $        .55     $      (.71)

</TABLE>

<PAGE>

                           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           For the years ended September 28, 2003, September 29, 2002
                             and September 30, 2001

<TABLE>
<CAPTION>

                                                                                           Accumulated
                                      Issued and                                              Other
                                      Outstanding                Additional                  Compre-
                                        Common         Common      Paid-In    Accumulated    hensive
                                        Shares          Stock      Capital      Deficit      Income        Total
                                    -------------   ----------   ---------   ----------   -----------    ----------
                                                    --------------------(dollars in thousands)---------------------

<S>              <C>                    <C>         <C>          <C>         <C>          <C>            <C>
Balance, October 2, 2000                4,245,059   $   14,382   $   1,008   $  (15,313)  $         -    $       77

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

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

     Net income                                 -            -           -        2,963             -         2,963
     Stock option redemption                    -            -        (378)           -             -          (378)
     Issuance of common stock             199,000          449           -            -             -           449
                                    -------------   ----------   ---------   ----------   -----------    ----------

Balance, September 29, 2002             4,454,059       14,850       1,008      (15,527)            -           331

     Net income                                 -            -           -       11,788             -        11,788
     5% Common stock dividend             225,460            -       2,412       (2,412)            -             -
     Currency translation
       adjustments                              -            -           -            -           168           168
     Issuance of common stock             124,583          353           -            -             -           353
                                    -------------   ----------   ---------   ----------   -----------    ----------
Balance, September 28, 2003             4,804,102   $   15,203   $   3,420   $   (6,151)  $       168    $   12,640
                                    =============   ==========   =========   ==========   ===========    ==========
</TABLE>

<PAGE>



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the years ended September 28, 2003, September 29, 2002
                             and September 30, 2001

<TABLE>
<CAPTION>

                                                                           2003            2002            2001
                                                                           ----            ----            ----
                                                                                  (dollars in thousands)
Cash flows from operating activities
<S>                                                                    <C>            <C>              <C>
Income from continuing operations                                      $     11,788   $      2,963     $        502
Adjustments to reconcile income from continuing
  operations to net cash from operating activities
     Compensation expense from warrants and options                               -          2,096              378
     Depreciation                                                             1,646            766             1,241
     (Gain)/loss on disposal of assets                                          233            (85)               -
     Minority interest                                                        7,830          1,834             (930)
     Changes in operating assets and liabilities
         Accounts receivable                                                 (6,464)       (10,979)          (2,280)
         Inventories                                                         (1,856)        (3,568)             (43)
         Tooling and engineering projects                                    (5,641)          (123)             (65)
         Accounts payable                                                     1,491          6,060               (3)
         Accrued expenses                                                     3,038            882           (1,273)
         Other                                                               (1,366)          (566)            (242)
                                                                       ------------   ------------     ------------
              Net cash from continuing operations                            10,699           (720)          (2,715)
Net loss from discontinued operations                                             -              -           (4,031)
                                                                       ------------   ------------     ------------

     Net cash from operating activities                                      10,699           (720)          (6,746)

Cash flows from investing activities
Collection of notes receivable, net                                               -            358              106
Purchase of property and equipment                                           (5,504)        (2,943)            (811)
Proceeds from sale of property and equipment                                     13             42                5
Proceeds from sale of conversion vehicle business                                 -              -              277
Proceeds from sale of bus and mobility vehicle business                           -              -            8,000
                                                                       ------------   ------------     ------------
     Net cash from investing activities                                      (5,491)        (2,543)           7,577

Cash flows from financing activities
Net proceeds (payments) on revolving credit agreement                        (3,556)         4,612            3,592
Payments of long-term debt                                                        -           (814)          (5,436)
Redemption and cancellation of warrants and options                          (1,474)        (1,000)               -
Issuance of common stock                                                        353            449               19
                                                                       ------------   ------------     ------------
     Net cash from financing activities                                      (4,677)         3,247           (1,825)
                                                                       ------------   ------------     ------------

Effect of exchange rate changes on cash                                          21              -                -

Net change in cash and cash equivalents                                         552            (16)            (994)

Cash and cash equivalents at beginning of year                                  284            300            1,294
                                                                       ------------   ------------     ------------

Cash and cash equivalents at end of year                               $        836   $        284     $        300
                                                                       ============   ============     ============

Supplemental disclosure of cash flow information
     Interest paid                                                     $        606    $       473     $      1,335
     Income taxes paid                                                          673            137              259

</TABLE>


<PAGE>



                     STARCRAFT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          September 28, 2003, September 29, 2002 and September 30, 2001
                  (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  (collectively  referred  to as the  "Company")  are  second  stage
manufacturers  of  pickup  truck  and  sport  utility  vehicles  to an  original
equipment  manufacturer  ("OEM  automotive  supply").  The Company also supplies
after-market  automotive parts and products ("automotive parts and products") to
wholesale and retail customers.  The consolidated  financial  statements include
the  accounts  of  Starcraft  Corporation  and its  wholly  owned  subsidiaries:
Starcraft  Automotive Group, Inc.,  Imperial  Automotive Group, Inc.,  Starcraft
Southwest,  Inc.,  and  National  Mobility  Corporation.  The  Company has a 50%
ownership  interest in each of Tecstar,  LLC and  Tecstar  Manufacturing  Canada
Limited  (collectively  "Tecstar")  which  are  OEM  automotive  suppliers.  The
operations of Tecstar  Manufacturing Canada Limited ("Tecstar Canada") commenced
in February  2003.  The accounts of Tecstar are  included in these  consolidated
financial statements as the Company is deemed to exercise effective control over
Tecstar's  financial  policies  through  its  representation  on the  Boards  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  primarily  to one customer in the United
States and Canada.  The Company's  automotive  parts and products  segment sells
products 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.

During fiscal 2001, the Company discontinued 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 an after tax
gain of $352.  The results of  operations  of these  businesses  are recorded as
discontinued operations.

Net sales and gross profits of the  discontinued  operations for the fiscal year
ended September 30, 2001 were $33,483 and $1,163, respectively.

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.



<PAGE>



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

Statements of Cash Flows - Noncash  Activities:  During 2002, the Company issued
notes  payable as partial  consideration  in  redemption  of warrants  and stock
options of $1,474.  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.

Accounts Receivable: The Company sells to customers using credit terms customary
in its industry.  Interest is not normally  charged on  receivables.  Management
establishes  an allowance  for doubtful  accounts  for  potential  losses on its
accounts  receivable  based on historical loss  experience and current  economic
conditions. Accounts receivable are charged off to the allowance when management
determines the account is uncollectible.

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
($224 and $538 at September 28, 2003 and September 29, 2002,  respectively)  and
by the first-in, first-out ("FIFO") method for all other inventories.

Tooling and Engineering  Projects:  Tooling and engineering  projects  represent
costs,  less  amounts  billed,  incurred  by the Company in the  development  of
tooling and engineering  services  provided by the Company's partner in Tecstar.
The Company receives a specific purchase order for these tooling and engineering
projects and is generally  reimbursed by the customer  within terms customary in
its industry.  Costs are deferred until  reimbursed by the customer.  Forecasted
losses on incomplete projects are recognized currently.

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.



<PAGE>



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

Warranties:  The Company  follows the policy of accruing an estimated  liability
for warranties at the time the warranted products are sold. Warranty is provided
for  terms  similar  to  those  offered  by the OEM to its  customers.  Warranty
activity for the years ended  September  28, 2003 and  September  29, 2002 is as
follows: 2003 2002

     Accrued warranty at beginning of year      $     771    $     763
         Adjustments                                  (25)          (8)
         Warranty claims paid                         (48)           -
                                                ---------    ---------
     Accrued warranty at end of year            $     698    $     771
                                                =========    =========

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.

Translation of Foreign  Currency:  Assets and  liabilities of Tecstar Canada are
translated  at rates of  exchange  in effect at the  close of the  fiscal  year.
Revenues and expenses are  translated  at the average  rates of exchange for the
year.  Translation gains and losses are accumulated  within other  comprehensive
income  as a  separate  component  of  shareholders'  equity.  Foreign  currency
transaction gains and losses (transactions  denominated in a currency other than
Tecstar  Canada's  local  currency)  are  generally   included  in  selling  and
administrative  expenses,  and  netted  a $1,120  gain  during  the  year  ended
September 28, 2003.

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.

Other  Income:  Other income is comprised of royalty  payments from parties that
license the use of the Starcraft  brand name and other  miscellaneous  items. In
2002,  other income also included $332 related to cancellation of debt owed to a
former vendor of the van conversion business.



<PAGE>



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

Income Taxes:  Deferred income taxes are provided based on the liability  method
of accounting pursuant to Statement of Financial  Accounting  Standards ("SFAS")
No. 109,  "Accounting  for Income  Taxes"  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. No provision has been made for U.S.
and  state  income  taxes or  foreign  withholding  taxes  on the  undistributed
earnings  (approximately  $4,143 at September 28, 2003) of foreign  subsidiaries
because it is expected that such earnings will be reinvested indefinitely.  Upon
distribution  of those  earnings  in the form of  dividends  or  otherwise,  the
Company  would be subject to U.S.  income taxes  (subject to an  adjustment  for
foreign tax credits),  state income taxes and  withholding  taxes payable to the
foreign  countries.  Determination  of the amount of any  unrecognized  deferred
income tax liability of these undistributed earnings is not practical.

Evaluation of Impairment of Long-Lived  Assets: In accordance with SFAS No. 144,
"Impairment  or Disposal  of  Long-Lived  Assets",  the  Company  evaluates  the
carrying value of long-lived  assets whenever  significant  events or changes in
circumstances  indicate the carrying value of these assets may be impaired.  The
Company  evaluates  potential  impairment of long-lived  assets by comparing the
carrying  value of the net  assets  to the  expected  net  future  cash  inflows
resulting  from  use  of  the  assets.  Management  believes  that  no  material
impairment of long-lived assets exists at September 28, 2003.

Stock Based Compensation: The Company has adopted the disclosure-only provisions
of SFAS No. 123, "Accounting for Stock-Based  Compensation",  as amended by SFAS
No. 148,  "Accounting for Stock-Based  Compensation-Transition  and Disclosure",
and  accordingly,  accounts for its stock option plans using the intrinsic value
method  of  Accounting   Principles  Board  Opinion  No.  25,   "Accounting  for
Stock-Based Compensation".

<TABLE>
<CAPTION>

                                                               2003         2002          2001
                                                               ----         ----          ----

<S>                                                        <C>            <C>          <C>
Net income (loss), as reported                             $   11,788     $  2,963     $   (3,177)
Deduct: stock-based compensation expenses
  determined under fair value based method,
  net of tax                                                      129          289          1,139
                                                           ----------     --------     ----------
Proforma net income (loss)                                 $   11,659     $  2,674     $   (4,316)
                                                           ==========     ========     ==========

Basic earnings (loss) per share, as reported                     2.49          .65          (.71)
Proforma basic earnings (loss) per share                         2.46          .59          (.97)
Diluted earnings (loss) per share, as reported                   2.25          .55          (.71)
Proforma diluted earnings (loss) per share                       2.23          .50          (.97)
</TABLE>


<PAGE>



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

The proforma amounts shown above and the weighted-average grant-date fair values
of options granted were estimated using the Black-Scholes  option-pricing  model
with the following assumptions:


<TABLE>
<CAPTION>

                                                            2003                  2002                  2001
                                                            ----                  ----                  ----

<S>                                                     <C>     <C>           <C>     <C>           <C>     <C>
     Risk-free interest rate                            3.10% - 5.25%         5.25% - 6.23%         5.35% - 5.88%
     Dividend yield                                          0%                    0%                    0%
     Volatility factor                                 84.18% - 86.17%       77.45% - 94.70%       75.94% - 94.61%
     Expected option life                                  4 years               4 years               4 years

</TABLE>

Comprehensive  Income:  Other comprehensive  income consists of foreign currency
translation  adjustments.  Comprehensive income for the year ended September 28,
2003 was $11,956. There were no foreign currency translations for the year ended
September 29, 2002, or Septemer 30, 2001.

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,  accrued warranty, valuation allowance for deferred tax assets,
allowance  for  doubtful  accounts,  allowances  for  slow-moving  and  obsolete
inventories, impairment of property, plant, equipment, 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.  Diluted
earnings per common share shows the dilutive effect of any additional  potential
common shares issuable under stock options.

Fiscal Year:  The Company's  fiscal year ends on the Sunday closest to September
30. The years ended  September  28, 2003,  September  29, 2002 and September 30,
2001 each consisted of 52 weeks.

Reclassifications:  Certain amounts in the 2002 and 2001 consolidated  financial
statements have been reclassified to conform with the 2003  presentation.  These
reclassifications  had no effect on total assets,  total shareholders' equity or
net income as previously reported.



<PAGE>



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

Recently Enacted  Accounting  Standards:  In May 2003, the Financial  Accounting
Standards Board ("FASB") issued SFAS No. 150,  "Accounting for Certain Financial
Instruments with  Characteristics of Both Liabilities and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 was effective for financial  instruments  entered into or modified after
May 31, 2003,  and otherwise was effective at the beginning of the first interim
period  beginning  after June 15, 2003.  The adoption of this  statement did not
have an impact on the Company's consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation  ("FIN") 46, "Consolidation
of Variable  Interest  Entities".  This standard  clarifies the  application  of
Accounting Research Bulletin No. 51, "Consolidated  Financial  Statements",  and
addresses  consolidation by business  enterprises of variable interest entities.
FIN  46  requires  existing  unconsolidated  variable  interest  entities  to be
consolidated  by their primary  beneficiary  if the entities do not  effectively
disperse risk among the parties  involved.  FIN 46 also enhances the  disclosure
requirements related to variable interest entities.  This statement is effective
immediately  for variable  interest  entities  created or in which an enterprise
obtains an interest after January 31, 2003. FIN 46 was effective for the Company
beginning June 30, 2003 for all interest in variable  interest entities acquired
before  February 1, 2003.  The adoption of the  provisions of this statement did
not have an impact on the Company's consolidated financial statements.


NOTE 2 - INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                                  2003           2002
                                                                                  ----           ----

<S>                                                                          <C>              <C>
     Raw materials                                                           $      9,583     $      7,568
     Finished goods                                                                   877              723
                                                                             ------------     ------------
                                                                                   10,460            8,291
     Allowance for slow-moving and obsolete inventories                               400               87
                                                                             ------------     ------------
                                                                             $     10,060     $      8,204
                                                                             ============     ============

</TABLE>



<PAGE>



NOTE 3 - NOTES PAYABLE, RELATED PARTY

On  September  25, 2002,  the Company  reached an agreement to redeem and cancel
360,000  outstanding  warrants and 500,000  outstanding stock options previously
issued to two individuals,  both of whom are currently directors and one of whom
is an officer of the Company, as incentive for their guarantee of certain of the
Company's  debt (see Note 7). The warrants and stock  options were redeemed at a
price of $5.54 per share (less each  issue's  underlying  strike  price),  which
reflected a 15% discount  from the average  closing price of $6.52 per share for
the twenty-day  period through and including  September 25, 2002. The total cost
of the redemption was $2,474.  Of this amount,  the Company  recorded  $2,096 of
compensation  expense in fiscal 2002 (in fiscal  2001,  the Company had recorded
$378 of  compensation  expense for stock options issued in December  2000).  The
redemption  price of $2,474  consisted  of $1,000 in cash and notes  payable  of
$1,474.  The notes payable were paid in full during the year ended September 28,
2003.


NOTE 4 - LONG-TERM DEBT

In February 2002, Tecstar entered into a $10,000 revolving credit agreement with
a lending  institution,  which matures on October 1, 2004. In May 2002, the size
of the  facility  was  increased to  accommodate  growth in Tecstar's  business.
Advances  under the  revolving  credit  agreement  are  limited  to a  specified
percentage  of eligible  receivables  and  inventories,  subject to a maximum of
$15,000.  At September 28, 2003,  Tecstar had $8,875 and $11,295 of  outstanding
borrowings  under  its  revolving  credit  facility  at  September  28,  2003 an
September 29, 2002, respectively. The advances bear interest subject to a margin
table with  ranges of 1/2%  below the prime  rate to 1/2% above the prime  rate,
dependent upon Tecstar's  tangible net worth. The borrowings are  collateralized
by substantially  all of Tecstar's  assets.  This facility is subject to various
loan covenants with which Tecstar was in compliance as of September 28, 2003.

In June 2002,  the Company  entered into a $2,000  revolving  credit  agreement,
which  matures  on  October  1, 2004,  with the same  lending  institution  that
provided  Tecstar,  LLC's  credit  facility.  The Company had $268 and $1,409 of
outstanding borrowings under its revolving credit facility at September 28, 2003
and September  29, 2002,  respectively.  Advances  under this  revolving  credit
agreement  bear  interest  at  a  rate  of  1%  over  the  prime  rate  and  are
collateralized by substantially all the Company's assets. In addition, a portion
of the  credit  facility  is  guaranteed  by two  individuals,  both of whom are
directors  and one of whom is an officer of the Company.  In October  2003,  the
amount of the facility was decreased to $1,000, and the personal guarantees were
released.  The  facility  is subject to various  loan  covenants  with which the
Company was in compliance as of September 28, 2003.


<PAGE>



NOTE 4 - LONG-TERM DEBT (Continued)

In April 2003,  Tecstar Canada entered into a $5,000 revolving credit agreement,
which  matures  on  October  1, 2004,  with the same  lending  institution  that
provides  Tecstar,  LLC's  credit  facility.  The Company had $5 of  outstanding
borrowings   under  this  revolving  credit  facility  at  September  28,  2003,
respectively.  The advances bear interest  subject to a margin table with ranges
of 1/2%  below the prime  rate to 1/2%  above the  prime  rate,  dependent  upon
Tecstar  Canada's  tangible net worth.  The  borrowings  are  collateralized  by
substantially  all of  Tecstar  Canada's  assets.  This  facility  is subject to
various loan  covenants with which Tecstar was in compliance as of September 28,
2003.

The weighted average interest rate on outstanding borrowings as of September 28,
2003 was 3.50% (5.30% at September 29, 2002).

The total credit  commitments under these three facilities at September 28, 2003
are $22,000.  At September 28, 2003, there was  approximately  $12,852 available
under all facilities.

Annual  maturities of long-term debt under these revolving credit agreements are
as follows:

                            2004   $           -
                            2005           9,148
                                   -------------
                                   $       9,148


NOTE 5 - INCOME TAXES

The components of income from continuing  operations  before income taxes are as
follows:

<TABLE>
<CAPTION>

                                               2003             2002             2001
                                               ----             ----             ----

<S>                                         <C>             <C>              <C>
         United States operations           $      9,091    $      3,351     $        528
         Foreign operations                        4,757               -                -
                                            ------------    ------------     ------------
              Total                         $     13,848    $      3,351     $        528
                                            ============    ============     ============
</TABLE>

<PAGE>



NOTE 5 - INCOME TAXES (Continued)

The provision for income taxes is summarized as follows:



                                2003             2002             2001
                                ----             ----             ----
         Current
              Federal        $          -    $          -     $          -
              State                   733             388               26
              Foreign               2,604               -                -
                             ------------    ------------     ------------
                                    3,337             388               26
         Deferred                  (1,277)              -                -
                             ------------    ------------     ------------
              Total          $      2,060    $        388     $         26
                             ============    ============     ============


The provision for income taxes is different from the amount 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:

<TABLE>
<CAPTION>

                                                                2003             2002             2001
                                                                ----             ----             ----
         Rate applied to pretax income
<S>                                                          <C>             <C>              <C>
           from continuing operations                        $      4,708    $      1,139     $        180
         State income taxes, net of federal
           income tax benefit                                         484             255               17
         Income taxes passed through
           minority interest                                        1,651               -                -
         Utilization of net operating
           loss carryforwards                                      (3,433)         (1,006)            (182)
         Other, net                                                (1,344)              -               11
                                                             ------------    ------------     ------------
                                                             $      2,060    $        388     $         26
                                                             ============    ============     ============
</TABLE>



<PAGE>



NOTE 5 - INCOME TAXES (Continued)

The composition of the deferred tax assets and liabilities at September 28, 2003
and September 29, 2002 is shown below:

<TABLE>
<CAPTION>

                                                                                          2003           2002
                                                                                          ----           ----
         Deferred tax assets
<S>                                                                                   <C>            <C>
              Inventories                                                             $        98    $       162
              Accrued warranty                                                                155            174
              Other accrued liabilities                                                       723            587
              Goodwill                                                                         70             77
              Net operating loss carryforwards                                              1,277          5,215
              Alternative minimum tax credit carryforward                                     490            278
              Other                                                                            70             77
                                                                                      -----------    -----------
         Total deferred tax assets                                                          2,813          6,493
         Valuation allowance                                                               (1,111)        (6,338)
                                                                                      -----------    -----------
                                                                                            1,702            155
         Deferred tax liabilities
              Accelerated depreciation                                                       (215)          (155)
                                                                                      -----------    -----------

         Net deferred tax asset (liability)                                           $     1,487    $         -
                                                                                      ===========    ===========
</TABLE>

The alternative minimum tax carryforward of $490 has no expiration date. The net
operating loss carryforward of $3,273 expires in 2021.

The valuation  allowance for deferred tax assets decreased by $5,227 and $868 in
2003 and 2002, respectively and increased by $876 in 2001.


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 contribution,  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 $56,
$31, and $0 in 2003, 2002 and 2001, respectively.




<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 1,158,075 shares of the Company's common stock, of which
132,217  are still  available  for  grant.  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 40,300  shares of common stock
reserved for certain sales representatives who are not employees of the Company,
of which 26,000 shares are still available for grant. There were 1,050 and 8,000
shares outstanding under this plan at September 28, 2003 and September 29, 2002,
respectively.  No  compensation  expense was  recorded  for  options  issued and
outstanding  under this plan as the effect was  immaterial.  These  options also
have a five-year term.

At September 28, 2003,  there were 687,575 options issued and outstanding  under
these three plans.  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 28, 2003 have been at fair market value on the
date of grant.

On November 20, 1998 the Company issued  warrants to purchase  400,000 shares of
common stock to two individuals as incentive for their partial  guarantee of the
Company's  long-term  debt.  The warrants  entitled each of the  individuals  to
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 had a five-year  term. On December 12, 2000 the Company issued stock
options  to  purchase  500,000  shares of  common  stock to two  individuals  as
incentive for their partial guarantee of the Company's  long-term debt (see Note
3). Each of the  individuals  were entitled to 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 had a five-year
term. On September 25, 2002, the Company  elected to redeem and cancel  warrants
to purchase  360,000  shares of common  stock and  options to  purchase  500,000
shares of common stock (see Note 3).


<PAGE>



NOTE 7 - STOCK OPTIONS (Continued)

A summary  of the  Company's  stock  option and  warrant  activity  and  related
information  under  the stock  option  plans and  warrants  for the years  ended
September 28, 2003, September 29, 2002 and September 30, 2001 follows:


<TABLE>
<CAPTION>

                                             2003                        2002                      2001
                                 ---------------------------   ------------------------   -------------------------
                                                 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                  641,322     $  3.35        1,798,947    $   2.92       1,136,991     $  3.33
Granted                              173,500       15.55           31,500        4.28       1,010,100        2.84
Canceled                                (500)      11.74          (69,300)       6.65        (309,294)       4.05
Redeemed                                   -           -         (903,000)       2.54               -            -
Exercised                           (126,747)       2.89         (208,950)       2.14         (10,500)       1.79
Expired                                    -           -           (7,875)       4.51         (28,350)       4.57
                                ------------     -------      -----------    --------     -----------     -------
Outstanding at
  end of year                        687,575     $  6.49          641,322    $   3.35       1,798,947     $  2.92
                                ============     =======      ===========    ========     ===========     =======
</TABLE>

Options  outstanding  at September 28, 2003,  are  exercisable at prices ranging
from $1.42 to $36.70 and have a weighted-average  remaining  contractual life of
2.76 years.  As of September 28, 2003,  the exercise  prices of all  outstanding
stock  options were less than the market price of the  Company's  common  stock,
except for 20,000 shares.  The  weighted-average  fair value of options  granted
during the fiscal years ended  September  28,  2003,  September  29,  2002,  and
September 30, 2001 was $9.70, $3.20 and $2.10 respectively.  The following table
summarizes information about stock options outstanding at September 28, 2003.

<TABLE>
<CAPTION>

                                                  Outstanding         Weighted-                          Weighted-
                              Number           Weighted-Average        Average         Number             Average
       Range of           Outstanding at           Remaining          Exercise     Exercisable at        Exercise
    Exercise Price      September 28, 2003     Contractual Life         Price    September 28, 2003        Price
    --------------      ------------------     ----------------         -----    ------------------        -----
<S>   <C>     <C>             <C>                  <C>                <C>               <C>              <C>
      $1.42 - $2.97           322,875              2.43 years         $   2.61          322,875          $   2.61
       $3.32 - $712           203,700              1.76 years             5.03          203,700              5.03
    $11.74 - $12.30           128,000              4.61 years            12.20                -                  -
    $23.19 - $36.70            33,000              4.91 years            31.38                -                  -
                           ----------           -------------         --------      -----------          ---------
                              687,575              2.76 years         $   6.49          526,575          $   3.55
                           ==========           =============         ========      ===========          ========
</TABLE>

There were  exercisable  options  outstanding to purchase  408,844 and 1,463,744
shares  at  September  29,  2002  and  September  30,  2001,  respectively,   at
weighted-average exercise prices of $3.16 and $2.80, respectively.


<PAGE>



NOTE 8 - SHAREHOLDER RIGHTS PLAN

In August  1997,  the Company  adopted a  Shareholders'  Rights Plan issuing one
right for each  outstanding  share of common  stock.  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 - COMMITMENTS AND CONTINGENCIES

The Company leases certain of its facilities and equipment. Rent expense charged
to continuing  operations for 2003, 2002 and 2001 was $2,654, $1,404 and $1,126,
respectively.  Rent expense charged to discontinued operations for 2001 was $16.
Future  minimum  annual lease  commitments  at September  28, 2003 for long-term
noncancelable operating leases are as follows:

                       2004                           $     1,997
                       2005                                 1,890
                       2006                                 1,645
                       2007                                 1,378
                       2008                                 1,285
                       Thereafter                           5,946
                                                      -----------
                                                      $    14,141

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.


<PAGE>



NOTE 10 - RESEARCH AND DEVELOPMENT

The  Company  incurs  costs to improve  the  appeal and safety of its  products.
Research and development costs are charged to operations when incurred.  Amounts
charged to  continuing  operations  were $853,  $713 and $450 in 2003,  2002 and
2001,  respectively.  Amounts  charged to  discontinued  operations were $610 in
2001.


NOTE 11 - UNAUDITED FINANCIAL INFORMATION

Presented below is certain unaudited quarterly  financial  information for 2003,
and 2002.
<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                            December 29,     March 30,      June 29,     September 28,
                                                2002           2003           2003           2003
                                                ----           ----           ----           ----

<S>                                        <C>              <C>           <C>           <C>
     Net sales                             $     39,882     $    47,171   $    62,117   $    42,932
     Gross profit                                 8,867          10,471        15,207         9,722
     Net income                                   1,953           2,905         4,053         2,877
     Basic earnings per share                       .44            .61            .85           .60
     Diluted earnings per share                     .41            .56            .77           .54
</TABLE>

<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                            December 30,     March 31,      June 30,     September 29,
                                                2001           2002           2002           2002
                                                ----           ----           ----           ----

<S>                                        <C>              <C>           <C>           <C>
     Net sales                             $     20,910     $    23,171   $    29,403   $    31,200
     Gross profit                                 4,898           5,932         7,571         6,535
     Net income (loss)                              892           1,080         1,937          (946)
     Basic earnings (loss) per share                .21            .25            .44          (.21)
     Diluted earnings (loss) per share              .20            .22            .38          (.21)

</TABLE>

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

The net loss for the fourth quarter of the fiscal year ended  September 29, 2002
was  primarily  attributed  to a $2,096  non-recurring  expense  related  to the
redemption of certain  warrants and options during the quarter.  This charge was
recorded as compensation expense (see Note 3).

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


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION

The  Company  has  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  automotive  parts and products 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.

The table below presents  information about segments used by the chief operating
decision maker of the Company for 2003, 2002 and 2001. This information has been
restated to conform with the presentation of discontinued operations:

<TABLE>
<CAPTION>
                                                                     2003             2002            2001
                                                                     ----             ----            ----
Net sales by geographic region:
     OEM automotive supply
<S>                                                              <C>              <C>             <C>
       Domestic                                                  $    156,197     $    102,058    $     43,694
       Canada                                                          33,864                -               -
     Automotive parts and products
       Domestic                                                         1,340            2,364           4,953
       Foreign                                                            701              262             287
                                                                 ------------     ------------    ------------
                                                                 $    192,102     $    104,684    $     48,934
                                                                 ============     ============    ============

Operating segment income:
     OEM automotive supply (a)                                   $     14,403     $      4,740    $        347
     Automotive parts and products                                       (748)            (194)            981
                                                                 ------------     ------------    ------------
                                                                 $     13,655     $      4,546    $      1,328
                                                                 ============     ============    ============

(a) Includes minority interest in income of subsidiary

Total assets:
     OEM automotive supply
       Domestic                                                  $     42,230     $     36,026    $     17,504
       Canada                                                          12,783                -               -
     Automotive parts and products                                      3,717            3,066           4,506
                                                                 ------------     ------------    ------------
                                                                 $     58,730     $     39,092    $     22,010
                                                                 ============     ============    ============

</TABLE>


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION (Continued)

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

<TABLE>
<CAPTION>

                                                                     2003             2002            2001
                                                                     ----             ----            ----

<S>                                                              <C>              <C>             <C>
     Operating segment income                                    $     13,655     $      4,546    $      1,328
     Nonoperating income (expense)                                       (424)             113            (254)
     Income taxes                                                      (2,060)            (388)            (26)
     Unallocated corporate income (expenses)                              617           (1,308)           (546)
                                                                 ------------     ------------    ------------
     Income from continuing operations                           $     11,788     $      2,963    $        502
                                                                 ============     ============    ============
</TABLE>

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

                                                                     2003             2002            2001
                                                                     ----             ----            ----
Depreciation and amortization expense
<S>                                                              <C>              <C>             <C>
     OEM automotive supply                                       $      1,437     $        550    $        319
     Automotive parts and products                                        209              216              63
     Discontinued operations                                                -                -             859
                                                                 ------------     ------------    ------------

                                                                 $      1,646     $        766    $      1,241
                                                                 ============     ============    ============
</TABLE>

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:
<TABLE>
<CAPTION>

                                                                     2003             2002             2001
                                                                     ----             ----             ----

<S>                                                              <C>              <C>             <C>
     OEM automotive supply                                       $    190,061     $    102,058    $     43,694
     Automotive parts and products                                          -                -               -
     Discontinued operations                                                -                -               -

</TABLE>


<PAGE>



NOTE 12 - OPERATING SEGMENT INFORMATION (Continued)

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

                                                                     2003             2002             2001
                                                                     ----             ----             ----

<S>                                                              <C>              <C>             <C>
     OEM automotive supply                                       $     28,253     $     21,853    $     10,803
     Automotive parts and products                                          -                -               -
     Discontinued operations                                                -                -               -
</TABLE>


NOTE 13 - SHAREHOLDERS' EQUITY AND EARNINGS (LOSS) PER SHARE

On February 4, 2003, the Company declared a 5% stock dividend.  As a result, the
Company issued 225,460  additional  shares of common stock.  The number of basic
and  diluted  shares,  along  with the  basic  and  diluted  earnings  per share
presented, have been adjusted to reflect this stock dividend.

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  28, 2003,  September  29, 2002 and
September 30, 2001 is presented below.
<TABLE>
<CAPTION>

                                                                     2003            2002             2001
                                                                     ----            ----             ----
Earnings (loss) per share, basic
Net income (loss) available to
<S>                                                              <C>              <C>             <C>
  common shareholders                                            $     11,788     $      2,963    $     (3,177)
                                                                 ============     ============    ============
Weighted average common shares
  outstanding (in thousands)                                            4,738            4,543           4,457

Earnings (loss) per share (EPS), basic                           $       2.49     $       .65     $       (.71)
                                                                 ============     ===========     ============

Basic EPS - continuing operations                                $       2.49     $       .65     $        .11
                                                                 ============     ===========     ============

Basic EPS - discontinued operations                              $          -     $          -    $       (.82)
                                                                 ============     ============    ============
</TABLE>





<PAGE>

NOTE 13 - EARNINGS (LOSS) PER SHARE (Continued)
<TABLE>
<CAPTION>

                                                                     2003            2002             2001
                                                                     ----            ----             ----
Earnings (loss) per share assuming dilution
Net income (loss) available to
<S>                                                              <C>              <C>             <C>
  common shareholders                                            $     11,788     $      2,963    $     (3,177)
                                                                 ============     ============    ============

Weighted average common shares
  outstanding (in thousands)                                            4,738            4,543           4,457

Add:  dilutive effects of assumed
  conversions and exercises of
     stock options (in thousands)                                         495              812               -
                                                                 ------------     ------------    ------------
Weighted average common and dilutive
  potential common shares outstanding (in thousands)                    5,233            5,355           4,457

Earnings (loss) per share (EPS) assuming dilution                $       2.25     $        .55    $       (.71)
                                                                 ============     ============    ============

Dilutive EPS - continuing operations                             $       2.25     $       .55     $        .11
                                                                 ============     ===========     ============

Dilutive EPS - discontinued operations                           $          -     $          -    $       (.82)
                                                                 ============     ============    ============
</TABLE>

Stock options were not  considered  in computing  loss per common share for 2001
because they were antidilutive.


NOTE 14 - RELATED PARTY TRANSACTIONS

The Company paid administrative and engineering support in the amounts of $7,486
and $5,144 for 2003 and 2002,  respectively to the Company's partner in Tecstar.
These  expenses  were in support of  existing  and  potential  new  projects  at
Tecstar.


NOTE 15 - SUBSEQUENT EVENT

On  October  30,  2003,  the  Company  signed  a  definitive   merger  agreement
("Agreement")  with Wheel to Wheel,  Inc., the Company's partner in the Tecstar,
LLC and Tecstar Canada  ventures.  The Agreement  calls for the Company to issue
3.55 million common shares in exchange for the remaining 50% ownership interests
of Tecstar,  LLC and Tecstar  Canada  owned by Wheel to Wheel,  Inc. The closing
date of this transaction is expected to occur following  shareholder approval at
the Company's annual  shareholders'  meeting.  At this closing date the purchase
price will be determined based on the market value of the Company's shares.

<PAGE>


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

Not Applicable


ITEM 9A. CONTROLS AND PROCEDURES

Starcraft  carried  out an  evaluation,  under  the  supervision  and  with  the
participation of Starcraft's  management,  including Starcraft's Chief Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of Starcraft's disclosure controls and procedures pursuant to Exchange
Act Rule 13a-15.  Based upon that  evaluation,  the Chief Executive  Officer and
Chief  Financial  Officer  concluded  that, at September  28, 2003,  Starcraft's
disclosure   controls  and   procedures  are  effective  in   accumulating   and
communicating to management  (including such officers) the information  relating
to Starcraft (including its consolidated  subsidiaries)  required to be included
in Starcraft's periodic SEC filings.
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference to the portions of the Registrant's proxy statement to
be filed with the  Securities  and Exchange  Commission on or about December 15,
2003 under the  caption  "Proposal  I--Election  of  Directors"  through  "Audit
Committee Matters," and "Filings Under Section 16(a) of the 1934 Act."

Our  board of  directors  has  determined  that at least  each of the  following
members  of the Audit  Committee  is an audit  committee  financial  expert,  as
defined by SEC  regulations:  David J.  Matteson,  John M.  Collins,  G. Raymond
Stults. Mr. Matteson and Mr. Collins are independent as defined by Nasdaq rules.
Mr.  Stults is not deemed  independent  under Nasdaq rules in effect on the date
hereof.

Starcraft  has  adopted a Code of Ethics  that  applies  to the Chief  Executive
Officer and the Chief  Financial  Officer among  others.  Such Code of Ethics is
filed as an exhibit to this annual report.


ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the portions of the Registrant's proxy statement to
be filed with the  Securities  and Exchange  Commission on or about December 15,
2003 under the caption  "Compensation  Committee;" and "Management  Remuneration
and Certain Transactions."


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

Incorporated by reference to the portions of the Registrant's proxy statement to
be filed with the  Securities  and Exchange  Commission on or about December 15,
2003, under the captions "Voting  Securities and Principal Holders Thereof;" and
the portion of "Proposal I--Election of Directors" preceding the presentation of
director and officer biographical data.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the portions of the Registrant's proxy statement to
be filed with the  Securities  and Exchange  Commission on or about December 15,
2003  under  the  caption   "Proposal   I--Election  of  Directors;   Management
Remuneration and Certain Transactions; Certain Transactions."


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference to the portions of the Registrant's proxy statement to
be filed with the  Securities  and Exchange  Commission on or about December 15,
2003, under the caption "Proposal V--Ratification of Appointment of Auditors."

<PAGE>

                                     PART IV


ITEM 15. 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 28, 2003 and September 29, 2002 and
     for the fiscal  periods ended  September 28, 2003,  September 28, 2002, and
     September 30, 2001):

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

(b)  Reports on Form 8-K

     No  reports  on Form 8-K were filed by the  Registrant  during the  quarter
     ended September 28, 2003.

(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>

                                   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 5th, 2003               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 5th day of December 2003.

1)  Principal Executive Officer:

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

2)  Principal Financial/Accounting Officer:

    By: /s/   Joseph E. Katona, III          Secretary, Chief Financial Officer
       -------------------------------
           Joseph E. Katona, III


3)  The Board of Directors:

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

    By:       /s/   John M. Collins                    Director
       -------------------------------
           John M. Collins

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

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

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

    By:       /s/   David L. Stewart                   Director
       -------------------------------
           David L. Stewart

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


<PAGE>

<TABLE>
<CAPTION>

                                                       Schedule II
                                            Valuation and Qualifying Accounts and Reserves
                                                        (Dollars in Thousands)


                                      Balance at                            Deductions from/        Balance
                                      Beginning of      Charged to          Additions to            At 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>                 <C>                   <C>
 52 weeks ended September 28, 2003     $   288            $ 157               $   (245)             $  200

 52 weeks ended September 29, 2002         170              184                    (66)                288

 52 weeks ended September 30, 2001         255               --                    (85)                170
</TABLE>

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

<TABLE>
<CAPTION>


                                      Balance at                            Deductions from/        Balance
                                      Beginning of      Charged to          Additions to            At Close Of
                                      Period            Operations          Reserves                Period
                                      ------------      ----------          ----------------        -----------

Valuation Allowance of Deferred Taxes:

<S>                       <C> <C>      <C>               <C>                  <C>                    <C>
 52 weeks ended September 28, 2003     $   6,338         $  --                $ (5,227)              $  1,111

 52 weeks ended September 29, 2002         7,206            --                    (868)                 6,338

 52 weeks ended September 30, 2001         6,330           - -                     876                  7,206

</TABLE>

<TABLE>
<CAPTION>


                                      Balance at                            Deductions from/        Balance
                                      Beginning of      Charged to          Additions to            At Close Of
                                      Period            Operations          Reserves                Period
                                      ------------      ----------          ----------------        -----------

Warranty Reserve:

<S>                       <C> <C>      <C>                <C>                  <C>                   <C>
 52 weeks ended September 28, 2003     $    771           $   (25)             $    (48)             $  698

 52 weeks ended September 29, 2002           763               (8)                   --                 771

 52 weeks ended September 30, 2001        3,028            (2,265)(b)                --                 763

(b)  Includes amounts charged to operations and reductions to reserve associated
     with disposal of discontinued operations
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

EXHIBIT INDEX

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

<C>                                                                     <C>                             <C>
2                      Agreement and Plan of Merger dated as of October 29, 2003, among
                       Registrant, Wheel to Wheel, Inc. and the shareholders of Wheel to
                       Wheel, Inc.  Incorporated by reference to Exhibit 42 to Registrant's
                       Form 8-K filed November 3, 2003.                                                 *
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                    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.                       *

4.4(a)                 Loan Agreement by and between Tecstar, LLC and Comerica Bank dated
                       February 13, 2002.  Incorporated by reference to Registrant's Report on
                       Form 10-Q for the quarter ended March 31, 2002.                                  *

4.4(b)                 First Amendment to Loan Agreement and Note dated as of May 13, 2002, by
                       and between Tecstar, LLC and Comerica Bank.                                     [ ]

4.4(c)                 Amendment No. 2 to Loan Agreement and Consent dated as of the 7th day
                       of June, 2002, by and between Tecsar, LLC and Comerica Bank.                    [ ]

4.4(d)                 Amendment to the Loan Agreement between Tecstar, LLC and Comerica Bank,
                       dated August 1, 2003. Incorporated by reference to Exhibit 4.2 to
                       Registrant's Form 10-Q for the fiscal quarter ended June 29, 2003.               *

4.5                    Loan Agreement by and between Starcraft Corporation and  Comerica Bank
                       dated June 28, 2002. Incorporated by reference to Exhibit 4.15 to the
                       Registrant's Form 10-K for the year ended September 29, 2002.                    *

4.6                    Amendment Number 1 dated April 6, 2003, to the Loan Agreement by and
                       between Starcraft Corporation and Comerica Bank dated June 29 2002.
                       Incorporated by reference to Exhibit 4.1 to Registrant's Form 10-Q for
                       the fiscal quarter ended March 30, 2003.                                         *

4.7                    Amendment to Loan Agreement between Starcraft Corporation and Comerica
                       Bank, dated August 1, 2003. Incorporated by reference to Exhibit 4.1 to
                       Registrant's Form 10-Q for the fiscal quarter ended June 29, 2003.               *

4.8                    Loan Agreement made as of April 30, 2003, between Tecstar Manufacturing
                       Canada Limited and Comerica Bank                                                [ ]

4.9                    Amendment to the Loan Agreement between Tecstar Manufacturing Canada,
                       Ltd. and Comerica Bank, dated August 1, 2003.  Incorporated by
                       reference to Exhibit 4.3 to Registrant's Form 10-Q for the fiscal
                       quarter ended June 29, 2003.                                                     *

4.10                   Promissory Note from Starcraft Corporation to G. Ray Stults in the
                       principal amount of $803,900 dated as of September 26, 2002.
                       Incorporated by reference to Exhibit 4.16 to the Registrant's Form 10-K
                       for the year ended September 29, 2002.                                           *

4.11                   Promissory Note from Starcraft Corporation to Kelly L. Rose in the
                       principal amount of $670,220 dated as of September 26, 2002.
                       Incorporated by reference to Exhibit 4.17 to the Registrant's Form 10-K
                       for the year ended September 29, 2002.                                           *

10.1(a)                The Starcraft Automotive Corporation Stock Incentive Plan. Incorporated
                       by reference to Exhibit 10.1 to Registrant's Form S-1 Registration
                       Statement filed June 3, 1993.                                                    *

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(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.                              *

10.2(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.                *

10.2(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.                                                                            *

10.2(d)                Amended and Restated Employment Agreement with Kelly L. Rose dated as
                       of July 23, 2003.                                                               [ ]

10.3(a)                Employment agreement between Starcraft Corporation and Michael H.
                       Schoeffler, dated January 2, 2003. Incorporated by reference to Exhibit
                       10.1.1 to Registrant's Form 10-Q for the fiscal quarter ended December
                       29, 2002.                                                                        *

10.3(b)                Amended and Restated Employment Agreement with Michael H. Schoeffler,
                       dated as of October 6, 2003.                                                    [ ]

10.4                   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.                                        *

10.5                   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.                                     *

10.6                   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.                         *

10.7                   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 Registration Statement filed June 3, 1993.             *

10.8                   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 Registration
                       Statement filed June 3, 1993.                                                    *

10.9(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.                                                 *

10.9(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.                      *

10.10                  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.                              *

10.11                  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.                             *

10.12                  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.                                        *

10.13                  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.                                        *

10.14(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.                      *

10.14(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.               *

10.14(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.               *

10.15                  Operating Agreement of Tecstar, LLC, dated January 1, 1999.
                       Incorporated by reference to Exhibit 10.1 to Registrant's Form 10-Q for
                       the fiscal quarter ended March 30, 2003.                                         *

10.16                  Agreement for Office Lease By and Between Gateway Property Development,
                       LLC and Starcraft Corporation, dated February 15, 2003. Incorporated by
                       reference to Exhibit 10.2 to Registrant's Form 10-Q for the fiscal
                       quarter ended March 30, 2003.                                                    *

14                     Starcraft Corporation Code of Ethics                                            [ ]

21                     Subsidiaries of the Registrant                                                  [ ]

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

31.1                   Section 13a-14(a)/15d-14(a) Certification of Kelly L. Rose                      [ ]

31.2                   Section 13a-14(a)/15d-14(a) Certification of Joseph E. Katona III               [ ]

32                     Section 1350 Certifications of Kelly L. Rose and
                       Joseph E. Katona III                                                            [ ]

</TABLE>