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 29, 2002.

                                       or

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

                         Commission File number: 0-22048

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

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

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


        Registrant's telephone number including area code: (574) 533-1105


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

                                      None

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

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

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

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

The aggregate market value of the issuer's voting stock held by  non-affiliates,
as of December 19, 2002, was $22,366,886.

The number of shares of the Registrant's Common stock, without par value,
outstanding as of December 19, 2002, was 4,484,059 shares.

DOCUMENTS INCORPORATED HEREIN BY REFERENCE

The Registrant's definitive proxy statement to be filed with respect to the
Annual Meeting of Shareholders to be held February 4, 2003, is incorporated
herein by reference in response to portions of Part III of this report.


<PAGE>
                              STARCRAFT CORPORATION
                                    Form 10-K
                                      Index

                                     PART 1

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

                              PART II

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

                             PART III

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

                                     PART IV

Item 14. Controls and Procedures

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

                  Signatures


<PAGE>
                                     PART I

ITEM 1.  BUSINESS

OVERVIEW

Starcraft  Corporation (the "Company"),  an Indiana corporation founded in 1990,
is a 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") and an after-market  automotive
parts and products ("automotive parts and products").  The OEM automotive supply
segment provides and installs upfit appearance items on vehicles provided by and
returned to Original  Equipment  Manufacturers  ("OEMs").  Automotive  parts and
products are 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.  The
primary purpose of this business is to provide final exterior  assembly on sport
utility vehicles and pickup trucks directly to the OEM automobile manufacturers.
In February 1998, the Company  started  manufacturing  and marketing  commercial
shuttle  buses.  In May 2001, the Company sold its  unprofitable  van conversion
business.  In August 2001, the Company sold its bus and mobility  business.  The
results  of  these  two  businesses  are  recorded  in the  Company's  financial
statements as discontinued operations.

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

SEGMENTS

The following table sets forth for the three years ended September 29, 2002, the
net  sales  and  operating  income  for the  Company's  operating  segments,  in
thousands,

<TABLE>
<CAPTION>
                                                                              Net Sales
                                                     ------------------------------------------------------

                                                         2002                   2001               2000
                                                         ----                   ----               ----

<S>                                                  <C>                     <C>                 <C>
         OEM automotive supply                       $    102,058            $   43,694          $ 73,162
         Automotive parts and products                      2,626                 5,240             2,153
                                                      -----------          ------------          --------
                     Total                           $    104,684            $   48,934          $ 75,315
                                                     ============            ==========          ========



                                                                      Operating Segment Income
                                                     -----------------------------------------------------
                                                         2002                   2001               2000
                                                         ----                   ----               ----

         OEM automotive supply                       $      4,747            $      347          $  5,467
         Automotive parts and products                        133                   981                44
                                                     ------------            ----------          --------
                     Total                           $      4,880            $    1,328          $  5,511
                                                     ============            ==========          =========

</TABLE>

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

<TABLE>
<CAPTION>
                                                         2002                   2001                2000
                                                         ----                   ----                ----

<S>                                                  <C>                     <C>                 <C>
         Operating segment income                    $      4,880            $    1,328          $  5,511
         Nonoperating expense                                (219)                 (254)             (782)
         Income tax expense                                  (388)                  (26)             (379)
         Unallocated corporate expenses                    (1,310)                 (546)             (169)
                                                     ------------            -------------       --------
              Income from
                 continuing operations               $      2,963            $      502          $  4,181
                                                     ============            ==========          ========
</TABLE>

OEM Automotive Supply

In 1998, the Company started a new operation with a partner 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 the same partner. The Company currently owns 50% of
these  enterprises,  which are  collectively  referred to as  "Tecstar".  All of
Tecstar's  OEM  automotive  supply sales in 2002,  2001 and 2000 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  appearance  packages.  At September  29, 2002,  Tecstar
operated three  manufacturing  facilities in close  proximity to the OEM vehicle
assembly plants. A fourth plant located in Oshawa,  Ontario, Canada is scheduled
to begin operation  during the first fiscal quarter of 2003. Each facility is QS
9001 registered.  Tecstar also operates a parts distribution operation supplying
parts for the H2 Hummer to OEM dealers.

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.  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.  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  29,  2002,  Tecstar's  backlog of firm  orders  was $3.6  million
compared with a backlog of $6.2 million at September  30, 2001.  The decrease in
backlog is primarily due to a higher than normal  backlog in 2001  attributed to
the  extended  shutdown  of the Texas  facility  in 2001.  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 2002,  primarily
due to the sale of the  Company's  conversion  vehicle  business  in 2001 and 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.  This market is the fastest  growing segment of the domestic parts
sales, accounting for over $18 billion in 2001. The Company believes its Midwest
location and its strong brand name will provide a platform for growth.  However,
high  gasoline  prices,  a slowing  economy,  and/or higher  interest  rates may
negatively impact the growth of this business segment.

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  business kit assembly in Mexico in the fourth quarter of 2000 as
part of a strategy to expand its  conversion  vehicle  business into Central and
South America.  The Company does not believe it has any 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.

During fiscal 2002, the Company also developed and started  production of custom
built, high quality cargo trailers. The Company's target markets are to affluent
hobbyists that own vintage cars and motorcycle owners wishing to transport their
vehicles.  Sales to trade show vendors and  concessionaires are also a potential
market  segment.  Growth  of this  business  unit has not met  expectations  and
management continues to evaluate the further development of this business.

At September 29, 2002, the Company had a backlog of $158 compared with a backlog
of $180 at September  30,  2001.  The backlog  declined  from prior year levels,
primarily due to the sale of the  conversion  van division in 2001 and a decline
in  international  orders.  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 may
be obligated to repurchase certain obsolete inventory.  Further, the Company has
indemnified the purchaser of the bus and mobility  business if warranty expenses
exceed amounts  assumed by the purchaser.  The Company  believes it had recorded
adequate  reserves at September 29, 2002.  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  may be offset by obsolete
inventory,  that  could be  returned  to the  Company,  which  was  given to the
purchaser at the time of the sale.

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 a
engineering and a parts  distribution  operation  outside of Detroit,  Michigan.
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 29, 2002, the Company  employed 232 people.  Of these,  167 were
production  line  associates  and  65  were  salaried  sales,   engineering  and
administrative  staff. During peak production periods,  the Company may increase
its work force.  Historically,  the  available  labor force has been adequate to
meet such periodic  requirements.  The Company considers its relationships  with
its personnel to be satisfactory.

<PAGE>
ITEM 2.  PROPERTIES

The following table summarizes the Company's properties as of September 29,
2002:

<TABLE>
<CAPTION>

                                          Size of         Owned or
    Location                             Facility         Leased             Type of Operation


<S>                                        <C>             <C>               <C>
    Goshen, Indiana                        5,000 s.f.      Leased            Executive and Administrative
                                                                             Offices

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

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

    Grand Prairie, Texas                 100,000 s.f.      Leased            OEM Automotive Supply Segment;
                                                                             Vacant, Moved to a Larger
                                                                             Facility in Haslett, Texas

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


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

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

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

    Oshawa, Ont., Canada                  79,000 s.f.      Leased            Manufacturing and Assembly, OEM
                                                                             Automotive Supply Segment
</TABLE>

The Shreveport lease has a term parallel to the length of the vehicle  contracts
for the  plant.  The New Jersey  facility  is leased on a  month-to-month  basis
pending resolution of a local zoning issue. The Michigan leases have a five-year
term.  The Haslett  lease has a ten-year  term,  with a buyout option after five
years. The Grand Prairie facility is currently vacant; the Company relocated the
Grand Prairie  operation to a larger  facility in Haslett,  Texas to accommodate
increased demand. The Oshawa lease has a ten-year term.

ITEM 3.  LEGAL PROCEEDINGS

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

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

Not Applicable



<PAGE>

                                     PART II

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

Common  Stock is quoted on the  Nasdaq  Stock  Market,  Inc.  ("Nasdaq").  As of
December 19, 2002,  there were 61 shareholders  of record of Starcraft's  Common
Stock.

On May 25, 2001, the Company was delisted from the Nasdaq Small Cap Market as it
no longer met the minimum tangible asset or  profitability  levels for continued
inclusion in the Small Cap Market.  On September 18, 2002,  the Company's  stock
was  relisted  on Nasdaq  Small  Cap  Market  as it once  again met the  listing
requirements.

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 31, 2000           $3.750                $1.750

       April 1, 2001                2.500                 1.125

       July 31, 2001                2.000                 1.030

       September 30, 2001           3.000                 1.120

       December 30, 2001            4.200                 2.250

       March 31, 2002               5.100                 3.800

       June 30, 2002                6.200                 3.650

       September 29, 2002           7.850                 4.850


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

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


SHAREHOLDER RIGHTS PLAN

In August 1997, the Company adopted a Shareholders Rights Plan issuing one right
for each outstanding  share 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>

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

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

Income Statement Data                     Sept. 29,       Sept. 30,        Oct. 1,        Oct. 3,     Sept. 27, 1998
                                             2002           2001             2000           1999
---------------------------------------------------------------------------------------------------------------------

Net Sales:
<S>                                       <C>             <C>             <C>             <C>            <C>
     Domestic                             $ 104,422       $  48,647       $ 75,176        $ 36,102       $  3,166
     Export                                     262             287            139             281            277
         Total Net Sales                    104,684          48,934         75,315          36,383          3,443

Cost of Goods Sold                           79,416          38,184         56,719          28,105          3,216
Gross Profit                                 25,268          10,750         18,596           8,278            227
Operating Expenses                           15,515           9,898          8,336           4,444          1,030
Compensation Expense From Warrant
     and Option  Redemption                   2,096              --             --              --             --
Operating Income (Loss)                       7,657             852         10,260           3,834           (803)

Interest Expense                               (476)           (547)          (864)           (719)          (498)
Other Income, Net                               257             293             82             115            100

Income (Loss) Before
Minority Interest                             7,438             598          9,478           3,230         (1,201)
and Income Taxes

Minority Interest                             4,087             (70)        (4,918)         (2,448)            --

Income Tax Expense (Credit)                     388              26            379             (21)           (44)

Income (Loss) from
    Continuing Operations                     2,963             502          4,181             803         (1,157)

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

Net Income (Loss)                         $   2,963       $  (3,177)      $ (4,347)       $    522       $ (6,759)

Weighted Average Common
Shares Outstanding                            4,327           4,245          4,214           4,159          4,134


Earnings (Loss) Per Share                 $     .68       $    (.75)      $  (1.03)       $    .13       $  (1.63)

Earnings (Loss) Per Share                       .58            (.75)         (1.03)            .12          (1.63)
      Assuming Dilution

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

Working Capital                           $   9,066       $   2,040       $  2,165        $ 10,192       $  5,402
Total Assets                                 39,092          22,010         34,994          43,781         29,015
Long-term Debt                               12,704           8,092          9,957          13,506         10,777
Shareholders' Equity (Deficit)                  331          (2,703)            77           4,186          3,536
Book Value per Share                            .08            (.64)           .02            1.00            .86

</TABLE>



<PAGE>


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

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

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                             79,416        75.9%       38,184       78.0%       108.0%
Gross profit                                   25,268        24.1%       10,750       22.0%       135.1%
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                                7,657         7.3%          852        1.7%       798.7%
Interest expense                                 (476)        (.4%)        (547)      (1.1%)      (13.0%)
Other income                                      257          .2%          293         .6%       (12.3%)
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         0.4%           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  $14.5 million more gross profit in
2002 compared to 2001. Gross profit from automotive parts and products increased
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 only 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>

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


Discontinued Operations:

The conversion vehicle and bus and mobility vehicle businesses 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  loss  for  2001  includes  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 from
the sale of the conversion vehicle segment.

<TABLE>
<CAPTION>

2002 VERSUS 2001
(Dollars in Thousands)                                                                            2000 to
                                                                                                   2001
                                                       2001                      2000             Change
                                            --------------------------------------------------------------------------------
<S>                                         <C>             <C>        <C>           <C>          <C>
Net sales                                   $  48,934       100.0%     $ 75,315      100.0%       (35.0%)
Cost of goods sold                             38,184        78.0%       56,719       75.3%       (32.7%)
Gross profit                                   10,750        22.0%       18,596       24.7%       (42.2%)
Selling and promotion expenses                  1,209         2.5%          927        1.2%        30.4%
General and administrative expenses             8,689        17.8%        7,409        9.9%        17.3%
Operating income                                  852         1.7%       10,260       13.6%       (91.7%)
Interest expense                                 (547)       (1.1%)        (864)      (1.1%)      (36.7%)
Other income                                      293          .6%           82         .1%       257.3%
Income before income taxes
    and minority interest                         598         1.2%        9,478       12.6%       (93.7%)
Minority interest                                 (70)        (.2%)      (4,918)      (6.5%)      (98.6%)
Income tax expense                                 26          --           379         .5%       (93.1%)

Income from continuing operations           $     502         1.0%     $  4,181        5.6%       (88.0%)
</TABLE>

Continuing Operations:

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

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

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

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

Interest  expense  decreased  $0.3 million due to lower interest rates and lower
borrowing  levels  required to support  lower sales  levels.  Minority  interest
results from the Company owning only 50% of the OEM automotive  supply business.
Tax expense for 2001 and 2000 is comprised of state  income  taxes.  The Company
did not record any  federal  income tax expense in 2001 and 2000 due to existing
net operating loss tax carry  forwards  generated from losses in prior years and
the reduction in the valuation allowance for deferred tax assets.


<PAGE>

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


Discontinued Operations:

The conversion vehicle and bus and mobility vehicle businesses were discontinued
in 2001 and reported  losses of $3.7 million and $8.5 million for 2001 and 2000,
respectively.  The conversion  vehicle  segment was sold in May 2001 and the bus
and mobility  businesses  were sold in August 2001. The loss for 2001 includes a
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 1997 the  Company  began a plan to  diversify  its  product  base and  target
markets  as it  acquired  National  Mobility  Corporation.  In 1998 the  Company
continued  to  pursue  diversification  strategy  with the  introduction  of the
shuttle bus product and the start-up of the OEM automotive supply business.  The
Company  planned to continue to develop  these new  products and to increase its
product offerings in the vehicle conversion commercial market.

The conversion  vehicle market continued to decline during 2000 and accordingly,
the Company sustained significant losses. With a market recovery unlikely in the
short term,  management  reassessed  its  strategy  for the  conversion  vehicle
business  and  disposed  of that  business  in May  2001.  In August of 2001 the
Company sold its bus and mobility  business and paid off its long-term  debt and
reduced the amounts  outstanding under its revolving credit agreement.  The sale
allowed the Company to eliminate excess capacity and reduce overhead.

The Company  intends to continue to focus on its OEM automotive  supply business
and  automotive  parts and products  businesses  and expects  these  segments to
continue to be profitable in 2003 and beyond.

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.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities consumed $0.7 million in cash in 2002 compared to consuming
$6.7  million  in cash in 2001.  Cash was used as  receivables  increased  $11.0
million in 2002  primarily  due to the  increase in sales in the OEM  automotive
supply segment.



<PAGE>

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


The Company  invested  $2.9  million in property and  equipment  during the year
primarily   attributed  to  growth  of  the  OEM  automotive   supply  business,
particularly its expansion in Texas and start-up of operations in Canada.

In  December  2000,  the Company and its  subsidiary,  Tecstar,  each had credit
agreements  with their primary  lending  institution in a combined amount of $22
million,  which  consisted  of term loans and  revolving  credit  facilities.  A
portion of the Company's  bank debt was guaranteed by two  individuals,  both of
whom are currently  directors  and one of whom is an officer of the Company.  In
September  2001, in conjunction  with the sale of the Company's bus and mobility
business,  the term loans were repaid. In addition,  the Company agreed to repay
any outstanding  revolving  advances credit advances from the lender by December
31, 2001. On December 5, 2001, the lending  institution  granted an extension of
time to June 30, 2002 for the Company and Tecstar to find alternative financing.
At  September   30,  2001,   the  Company  and  Tecstar  had  $814  and  $8,092,
respectively,   of  outstanding   borrowings  under  their   respective   credit
facilities.

In February 2002,  Tecstar entered into a $10 million revolving credit agreement
with a new lending institution, which matures on April 1, 2004. In May 2002, the
facility was amended to increase the size of the facility to accommodate  growth
in Tecstar's  business.  Advances  under the amended  agreement are limited to a
specified  percentage  of eligible  receivables  and  inventories,  subject to a
maximum of $15 million.  At September  29,  2002,  Tecstar had $11.3  million of
outstanding  advances under its revolving  facility.  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 is in  compliance  as of
September 29, 2002.

In June 2002, the Company entered into a $2 million  revolving credit agreement,
which matures on April 1, 2004, with the same lending  institution that provided
Tecstar's  new credit  facility.  At September  29,  2002,  the Company had $1.4
million of outstanding borrowings under its revolving credit facility.  Advances
under the  revolving  credit  agreement  bear  interest at a rate of 1% over the
prime rate and are  collateralized by substantially all of 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.  The
facility  is subject  to various  loan  covenants  with which the  Company is in
compliance as of September 29, 2002.

The Company  believes that future cash flows from operations and funds available
under its revolving credit  agreement,  and refinanced credit facilities will be
sufficient to satisfy its anticipated  operating needs and capital  requirements
for 2003. The Company also believes that its objectives for growth over the next
few years can be  accomplished  with  minimal  capital  investment  and that its
internal  resources and existing or refinanced  credit  facilities  will provide
sufficient liquidity for such purposes.

DISCUSSION OF FORWARD-LOOKING INFORMATION

The discussion above includes forward-looking statements respecting domestic and
international  market and economic trends,  the Company's products and marketing
plans,  anticipated capital expenditures,  the adequacy of capital resources and
other  matters.  From  time to  time,  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.

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 2002, 2001 and 2000 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.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable



<PAGE>

                     STARCRAFT CORPORATION AND SUBSIDIARIES

                                 Goshen, Indiana

                        CONSOLIDATED FINANCIAL STATEMENTS
           September 29, 2002, September 30, 2001 and October 1, 2000


                                    CONTENTS





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


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>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                     STARCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 29, 2002 and September 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        2002            2001
                                                                        ----            ----
                                                                      (dollars in thousands)
ASSETS
Current assets
<S>                                                                <C>              <C>
     Cash and cash equivalents                                     $        284     $        300
     Accounts receivable
         Trade, less allowance for
           doubtful accounts: 2002 - $288; 2001 - $170                   20,610           11,200
         Tooling and engineering services                                 2,108              430
     Manufacturers' rebates receivable                                        -              109
     Notes receivable                                                        63              421
     Inventories                                                          8,204            4,636
     Other current assets                                                 1,863            1,408
                                                                   ------------     ------------
         Total current assets                                            33,132           18,504

Property and equipment
     Land, buildings and improvements                                     3,820            2,014
     Machinery and equipment                                              4,540            4,091
                                                                   ------------     ------------
                                                                          8,360            6,105
     Less accumulated depreciation                                        2,836            2,801
                                                                   ------------     ------------
                                                                          5,524            3,304

Other assets                                                                436              202
                                                                   ------------     ------------

                                                                   $     39,092     $     22,010
                                                                   ============     ============
</TABLE>
<PAGE>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                    September 29, 2002 and September 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           2002            2001
                                                                                           ----            ----
                                                                                          (dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
<S>                                                                                   <C>              <C>
     Current maturities of long-term debt                                             $          -     $        814
     Notes payable, others                                                                   1,474                -
     Accounts payable, trade                                                                18,058           11,998
     Accrued expenses
         Warranty                                                                              771              763
         Compensation and related expenses                                                   2,302              249
         Taxes                                                                                 440              912
         Indemnification reserve                                                               346              472
         Other                                                                                 675            1,256
                                                                                      ------------     ------------
         Total current liabilities                                                          24,066           16,464

Long-term debt                                                                              12,704            8,092

Commitments and contingencies                                                                    -                -

Minority interest in subsidiary                                                              1,991              157

Shareholders' equity
     Preferred stock, no par value:  2,000,000 shares
       authorized but unissued                                                                   -                -
     Common stock, no par value:
         Authorized shares - 10,000,000 shares issued and outstanding shares -
           2002 - 4,454,059;
           2001 - 4,255,059                                                                 14,850           14,401
     Additional paid-in capital                                                              1,008            1,386
     Accumulated deficit                                                                   (15,527)         (18,490)
                                                                                      ------------     ------------
                                                                                               331           (2,703)
                                                                                      ------------     ------------

                                                                                      $     39,092     $     22,010
                                                                                      ============     ============

          See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
 For the years ended September 29, 2002, September 30, 2001 and October 1, 2000

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

                                                            2002            2001            2000
                                                            ----            ----            ----
                                                        (dollars in thousands, except per share data)

<S>                                                     <C>            <C>              <C>
Net sales                                               $    104,684   $     48,934     $     75,315

Cost of goods sold                                            79,416         38,184           56,719
                                                        ------------   ------------     ------------


Gross profit                                                  25,268         10,750           18,596

Operating expenses
     Selling and promotion                                     2,014          1,209              927
     General and administrative                               13,501          8,689            7,409
     Compensation expense from warrant and
       option redemption                                       2,096              -                -
                                                        ------------   ------------     ------------

Operating income                                               7,657            852           10,260

Nonoperating (expense) income
     Interest                                                   (476)          (547)            (864)
     Other income, net                                           257            293               82
                                                        ------------   ------------     ------------
                                                                (219)          (254)            (782)
                                                        ------------   ------------     ------------

Income from continuing operations before
  minority interest and income taxes                           7,438            598            9,478

Minority interest                                              4,087             70            4,918
                                                        ------------   ------------     ------------

Income from continuing operations before
  income taxes                                                 3,351            528            4,560

Income taxes                                                     388             26              379
                                                        ------------   ------------     ------------


Income from continuing operations                              2,963            502            4,181

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

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


Net income (loss)                                       $      2,963   $     (3,177)    $     (4,347)
                                                        ============   ============     ============

Earnings (loss) per common share, basic                 $        .68   $      (.75)     $     (1.03)

Earnings (loss) per common share, assuming dilution     $        .58   $      (.75)     $     (1.03)

          See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>


                     STARCRAFT CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF sHAREHOLDERS' EQUITY
 For the years ended September 29, 2002, September 30, 2001 and October 1, 2000

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

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

<S>              <C>                             <C>          <C>           <C>           <C>            <C>
Balance, October 4, 1999                         4,176,928    $   14,144    $    1,008    $  (10,966)    $    4,186
     Net loss                                            -             -             -        (4,347)        (4,347)
     Issuance of common stock                       68,131           238             -             -            238
                                            --------------    ----------    ----------    ----------     ----------

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

     Net loss                                                                                 (3,177)        (3,177)
     Stock option compensation                           -             -           378             -            378
     Issuance of 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
                                            ==============    ==========    ==========    ==========     ==========

          See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended September 29, 2002, September 30, 2001 and October 1, 2000

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

                                                                  2002            2001            2000
                                                                  ----            ----            ----
                                                                         (dollars in thousands)
Cash flows from operating activities
<S>                                                           <C>            <C>              <C>
Income from continuing operations                             $      2,963   $        502     $      4,181
Adjustments to reconcile income from continuing
  operations to net cash from operating activities
     Compensation expense from warrants and options                  2,096            378                -
     Depreciation and amortization                                     766          1,241            1,031
     Gain on sale of equipment                                         (85)             -                -
     Minority interest                                               1,834           (930)            (611)
     Changes in operating assets and liabilities
         Receivables                                               (10,979)        (2,280)           4,114
         Inventories                                                (3,568)           (43)           5,748
         Accounts payable                                            6,060             (3)          (1,682)
         Accrued expenses                                              882         (1,273)           1,512
         Other                                                        (689)          (307)            (983)
                                                              ------------   ------------     ------------
              Net cash from continuing operations                     (720)        (2,715)          13,310
Net loss from discontinued operations                                    -         (4,031)          (8,528)
                                                              ------------   ------------     ------------

     Net cash from operating activities                               (720)        (6,746)           4,782

Cash flows from investing activities
Collection of notes receivable, net                                    358            106                -
Purchase of property and equipment                                  (2,943)          (811)            (962)
Proceeds from sale of property and equipment                            42              5              200
Proceeds from sale of conversion vehicle business                        -            277                -
Proceeds from sale of bus and mobility vehicle business                  -          8,000                -
                                                              ------------   ------------     ------------
     Net cash from investing activities                             (2,543)         7,577             (762)

Cash flows from financing activities
Proceeds from revolving credit agreement                            15,149          7,657            6,755
Payments of revolving credit agreement                             (10,537)        (4,065)          (9,189)
Payments of long-term debt                                            (814)        (5,436)          (1,058)
Redemption and cancellation of warrants and options                 (1,000)             -                -
Issuance of common stock                                               449             19              166
                                                              ------------   ------------     ------------
     Net cash from financing activities                              3,247         (1,825)          (3,326)
                                                              ------------   ------------     ------------

Net change in cash and cash equivalents                                (16)          (994)             694

Cash and cash equivalents at beginning of year                         300          1,294              600
                                                              ------------   ------------     ------------

Cash and cash equivalents at end of year                      $        284   $        300     $      1,294
                                                              ============   ============     ============

Supplemental disclosure of cash flow information
     Interest paid                                            $        473   $      1,335     $      1,380
     Income taxes paid                                                 137            259              454


          See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
                     STARCRAFT CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           September 29, 2002, September 30, 2001 and October 1, 2000
                  (Dollars in thousands, except per share data)

--------------------------------------------------------------------------------
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Principles of  Consolidation:  Starcraft  Corporation and
Subsidiaries  (Company) are second stage manufacturers of pickup truck and sport
utility  vehicles  to  an  original  equipment   manufacturer  ("OEM  automotive
supply").  The Company also supplies 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 had
not  commenced  as of September  29, 2002 as the entity was created  during late
fiscal  year  2002.   The  accounts  of  Tecstar  are  also  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 to one customer in the United  States.  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.

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

                                 2002            2001             2000
                                 ----            ----             ----

     Net sales                   $  -          $33,483          $52,026
     Gross profit (loss)            -            1,163           (1,300)

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.

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 (see Note 2). During 2000,  the Company issued 9,131 shares of
common stock with a value of $72 to its 401(k) plan.

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

Inventories:  Inventories  are  stated at the lower of cost or  market.  Cost is
determined by the last-in, first-out (LIFO) method for certain inventories ($538
and $308 at September 29, 2002 and September 30, 2001,  respectively) and by the
first-in, first-out (FIFO) method for all other inventories.

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

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

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

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.

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.


<PAGE>



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

Income  Taxes:  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.

Stock Based  Compensation:  The Company  periodically grants stock options for a
fixed  number of shares to employees  and  directors.  The Company  accounts for
stock option  grants in  accordance  with  Accounting  Principles  Board ("ABP")
Opinion No. 25,  "Accounting  for Stock  Issued to  Employees"  and related FASB
Interpretation  No. 44,  "Accounting  for Certain  Transactions  Involving Stock
Compensation".

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

Earnings  Per Common  Share:  Basic  earnings  per common  share is based on net
income available to common  shareholders  divided by the weighted average number
of common  shares  considered  to be  outstanding  during  the  period.  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 29, 2002,  September 30, 2001 and October 1, 2000
each consisted of 52 weeks.

Reclassifications:  Certain amounts in the 2001 and 2000 consolidated  financial
statements have been reclassified to conform with the 2002  presentation.  These
reclassifications  had no effect on total  assets,  shareholders'  equity or net
income as previously reported.

Recently Enacted Accounting  Standards:  In June 2001, the Financial  Accounting
Standards Board ("FASB") issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations."  SFAS No. 143  addresses  financial  accounting  and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement  costs. SFAS No. 143 will be effective for financial
statements  issued for fiscal years  beginning  after June 15, 2002.  Management
does not expect a material impact on the Company's financial statements from the
adoption of SFAS No. 143.
<PAGE>
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30, "Reporting the Results of Operations-Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions," as it relates to the accounting for the disposal of a
segment of a business (as previously defined in that Opinion). The provisions of
SFAS No. 144 are  effective  for  financial  statements  issued for fiscal years
beginning  after December 15, 2001.  Management  does not expect the adoption of
SFAS No. 144 to have a material impact on its financial  condition or results of
operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities".  SFAS No. 146 addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  EITF Issue No.  94-3,  "Liability  Recognition  for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (Including  Certain
Costs Incurred in a  Restructuring)".  SFAS No. 146 requires that a liability be
recognized  for those costs only when the  liability is  incurred.  In contrast,
under EITF Issue No.  94-3, a company  recognized  a liability  for an exit cost
when it committed to an exit plan. SFAS 146 also  establishes  fair value as the
objective for initial  measurement  of  liabilities  related to exit or disposal
activities.  SFAS No. 146 is effective for exit or disposal  activities that are
initiated after December 31, 2002. The Company does not anticipate any near term
impact on the financial statements as a result of adopting this statement.


NOTE 2 -- NOTE RECEIVABLE

As part of the May 25, 2001 sale of the Company's  conversion  vehicle business,
the  Company  financed  $527 of the  sales  price  and  received  three  secured
promissory  notes from the buyer.  All of these  notes were paid in full  during
2002.

In fiscal  2000,  as part of the  start-up  and  support of a  business  to sell
conversion van kits to an assembler in Mexico,  the Company  advanced funding to
and received promissory notes from the owner of the assembly business. The notes
bear interest at prime rate + 1% and are payable in equal  monthly  installments
through  December 2003. At September 29, 2002,  there was $63 outstanding  under
the notes.
<PAGE>
NOTE 3 - INVENTORIES

The  composition  of inventories at September 29, 2002 and September 30, 2001 is
as follows:

                                                              2002      2001
                                                              ----      ----

   Raw materials                                            $7,568     $4,582
   Finished goods                                              723        262
                                                            ------     ------
                                                             8,291      4,844
   Allowance for slow-moving and obsolete inventories           87        208
                                                            ------     ------
                                                            $8,204     $4,636
                                                            ======     ======

NOTE 4 - NOTES PAYABLE, OTHERS

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 8). 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,  which are unsecured,  bear interest at 6.75% and are
payable in equal monthly installments  beginning in January 2003, with the final
installment on or before June 15, 2003.


NOTE 5 - LONG-TERM DEBT

In  December  2000,  the Company and its  subsidiary,  Tecstar,  each had credit
agreements  with their  primary  lending  institution  in a  combined  amount of
$22,000,  which  consisted  of term loans and  revolving  credit  facilities.  A
portion of the Company's  bank debt was guaranteed by two  individuals,  both of
whom are  currently  directors and one of whom is an officer of the Company (see
Note 4). In September  2001, in  conjunction  with the sale of the Company's bus
and  mobility  business,  the term loans were repaid.  In addition,  the Company
agreed to repay any  outstanding  revolving  credit  advances from the lender by
December  31,  2001.  On December 5, 2001,  the lending  institution  granted an
extension  of  time  to June  30,  2002  for the  Company  and  Tecstar  to find
alternative  financing.  At September 30, 2001, the Company and Tecstar had $814
and $8,092, respectively, of outstanding borrowings under their revolving credit
facilities.
<PAGE>
NOTE 5 - LONG-TERM DEBT (Continued)

In February 2002, Tecstar entered into a $10,000 revolving credit agreement with
a new lending institution, which matures on April 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  29, 2002,  Tecstar had $11,295 of  outstanding  advances
under its revolving  credit  facility.  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 29, 2002.

In June 2002,  the Company  entered into a $2,000  revolving  credit  agreement,
which matures on April 1, 2004, with the same lending  institution that provided
Tecstar's new credit facility.  At September 29, 2002, the Company had $1,409 of
outstanding  borrowings under its revolving credit facility.  Advances under the
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.  The  facility is
subject to various loan covenants with which the Company was in compliance as of
September 29, 2002.

The  total  credit  commitments  under  these two  facilities  are  $17,000.  At
September 29, 2002, there was approximately  $591 and $3,705 available under the
Company's and Tecstar's facilities, respectively.

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

                2003                           $      -
                2004                             12,704
                                               --------
                                               $ 12,704

The weighted average interest rate on outstanding borrowings as of September 29,
2002 was 5.30% (6.57% at September 30, 2001).
<PAGE>
NOTE 6 - INCOME TAXES

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

                                    2002             2001             2000
                                    ----             ----             ----
         Current
              Federal            $          -    $          -     $          -
              State                       388              26              379
                                 ------------    ------------     ------------
                                 $        388    $         26     $        379
                                 ============    ============     ============

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

                                             2002          2001          2000
                                             ----          ----          ----
    Rate applied to pretax income from
         continuing operations            $    1,139    $     180     $   1,550
    State income taxes - net                     255           17           250
    Utilization of net operating
         loss carryforwards                   (1,006)        (182)       (1,436)
    Other, net                                     -           11            15
                                          ----------    ---------     ---------
                                          $      388    $      26     $     379
                                          ==========    =========     =========

The composition of the deferred tax assets and liabilities at September 29, 2002
and September 30, 2001 is shown below:

                                                               2002       2001
                                                               ----       ----
     Deferred tax assets
          Inventories                                        $   162    $   246
          Accrued warranty                                       174        181
          Other accrued liabilities                              587        502
          Goodwill                                                77         84
          Alternative minimum tax credit carryforward            278        278
          Net operating loss carryforwards                     5,215      6,221
                                                             -------    -------
     Total deferred tax assets                                 6,493      7,512
     Valuation allowance                                      (6,338)    (7,206)
                                                             -------    -------
                                                                 155        306
     Deferred tax liabilities
          Accelerated depreciation                              (155)      (306)
                                                             -------    -------

     Net deferred tax asset (liability)                      $     -    $     -
                                                              =======    =======
<PAGE>
NOTE 6 - INCOME TAXES (Continued)

The alternative minimum tax carryforward of $278 has no expiration date. The net
operating loss carryforwards  expires as follows:  $387 in 2018, $1,001 in 2019,
$2,659 in 2020 and $9,325 in 2021.

The valuation  allowance  for deferred tax assets  decreased by $868 in 2002 and
increased by $876 and 1,574 in 2001 and 2000, respectively.

NOTE 7 - 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 $31,
$0 and $144 in 2002, 2001 and 2000, respectively.

NOTE 8 - STOCK OPTIONS

The Company  maintains two stock  incentive  plans under which stock options are
granted to key  employees  and  directors.  The plans  authorize the granting of
stock  options  for up to 880,000  shares of the  Company's  common  stock.  The
options  in these two plans  have five year  terms and  generally  become  fully
exercisable after six months. The Company also sponsors a stock option plan with
40,000 shares of common stock reserved for certain sales representatives who are
not  employees  of  the  Company.  In  fiscal  2002,  there  were  8,000  shares
outstanding  under this plan. 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 29, 2002,  there were 610,783 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 29, 2002 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.
<PAGE>
NOTE 8 - STOCK OPTIONS (Continued)

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 4). 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 4).

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 29, 2002, September 30, 2001 and October 1, 2000 follows:
<TABLE>
<CAPTION>

                                          2002                        2001                      2000
                              ---------------------------   ------------------------   -------------------------
                                              Weighted                     Weighted                    Weighted
                                               Average                      Average                     Average
                                              Exercise                     Exercise                    Exercise
                                 Options        Price        Options         Price        Options        Price
                                 -------        -----        -------         -----        -------        -----
Outstanding at
<S>                             <C>           <C>            <C>          <C>              <C>         <C>
  beginning of year             1,713,283     $  3.07        1,082,849    $   3.50         969,849     $  2.86
Granted                            30,000        4.50          962,000        2.99         277,000        6.83
Canceled                          (66,000)       7.00         (294,566)       4.26         (26,500)       4.88
Redeemed                         (860,000)       2.67                -           -               -           -
Exercised                        (199,000)       2.25          (10,000)       1.88         (59,000)       2.83
Expired                            (7,500)       4.75          (27,000)       4.81         (78,500)       7.44
                             ------------     -------      -----------    --------     -----------     -------
Outstanding at
  end of year                     610,783     $  3.53        1,713,283    $   3.07       1,082,849     $  3.50
                             ============     =======      ===========    ========     ===========     =======
Exercisable at end of year        389,375     $  3.33        1,394,042    $   2.95         905,943     $  2.83
                             ============     =======      ===========    ========     ===========     =======
</TABLE>

As of September 29, 2002,  there were 610,783 options  outstanding with exercise
prices that ranged from $1.50 to $7.50. The  weighted-average  exercise price of
these options is $3.53, and the weighted-average  remaining  contractual life is
approximately 3 years. As of September 29, 2002, the current market price of the
Company's  common  stock  was  higher  than the  exercise  price  for all of the
outstanding stock options.
<PAGE>
NOTE 8 - STOCK OPTIONS (Continued)

The  Company has  elected to follow APB No. 25 and  related  interpretations  in
accounting  for its employee stock  options.  Under APB No. 25, no  compensation
expense has been  recognized  because the exercise price of the Company's  stock
options  has  equaled the market  price of the  underlying  stock on the date of
grant.  Proforma  information  regarding  net income and  earnings  per share is
required by SFAS No. 123,  "Accounting  for Stock-Based  Compensation,"  and has
been  determined as if the Company had accounted for its stock options issued in
fiscal 1996  through  2002 under the fair value method of SFAS No. 123. The fair
value was estimated as of the date of grant using a Black-Scholes option pricing
model with the following assumptions:

                                  2002              2001             2000
                                  ----              ----             ----

  Risk-free interest rate     5.25% - 6.23%     5.35% - 5.88%    5.23% - 6.79%
  Dividend yield                   0%                0%               0%
  Volatility factor          77.45% - 94.70%   75.94% - 94.61%  75.88% - 77.83%
  Expected option life           4 years           4 years          4 years

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

                                                 2002       2001        2000
                                                 ----       ----        ----

Proforma net income (loss)                      $ 2,674    $(4,316)    $ (5,165)
Proforma net income (loss) per share, basic     $   .62    $ (1.02)    $  (1.23)
Proforma net income (loss) per share, diluted   $   .52    $ (1.02)    $  (1.23)


NOTE 9 - 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.
<PAGE>
NOTE 10 - CONSIGNMENT ARRANGEMENTS

Prior to the sale of its  conversion  vehicle  business  and its shuttle bus and
mobility business in 2001 (see Note 1), the Company obtained vehicle chassis for
modification  from major  vehicle  manufacturers  (OEMs) under  consignment  and
restricted sales  agreements.  These agreements  generally  provide that (i) the
Company may not obtain  certificates of origin or other evidence of ownership of
chassis,  (ii)  modification  must conform to standards  specified by OEMs,  and
(iii)  modifications  generally  are  performed  only  after  a  sale  has  been
negotiated with an OEM approved dealer.  The Company generally shipped converted
chassis  only after dealer  acceptance  was approved by the OEM. The OEMs billed
the dealer and provided warranty for the chassis.

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

All consignment and restricted  sales agreements were terminated by November 15,
2001.


NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company leases certain of its facilities and equipment. Rent expense charged
to continuing  operations for 2002,  2001 and 2000 was $1,404,  $1,126 and $841,
respectively.  Rent expense charged to discontinued operations for 2001 and 2000
was $16 and $92,  respectively.  Future  minimum  annual  lease  commitments  at
September 29, 2002 for long-term noncancelable operating leases are as follows:

         2003           $2,006
         2004            1,753
         2005            1,663
         2006            1,348
         2007            1,203
                        ------
                        $7,973
                        ======
<PAGE>
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)

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.


NOTE 12 - 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 $713,  $450 and $181 in 2002,  2001 and
2000,  respectively.  Amounts charged to  discontinued  operations were $610 and
$493 in 2001 and 2000, respectively.


NOTE 13 - UNAUDITED FINANCIAL INFORMATION

Presented below is certain unaudited quarterly  financial  information for 2002,
2001 and 2000.
<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         6,867
     Net income (loss)                              892           1,080         1,937          (946)
     Basic earnings (loss) per share                .21             .25           .44          (.21)
     Diluted earnings (loss) per share              .16             .19           .38          (.21)

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

     Net sales                             $     18,759     $    23,225   $    25,024   $    15,409
     Gross profit                                 1,533           2,415         4,340         3,625
     Net income (loss)                           (2,146)         (1,783)        1,214          (462)
     Basic earnings (loss) per share               (.51)           (.42)          .29          (.11)
     Diluted earnings (loss) per share             (.51)           (.42)          .28          (.11)

</TABLE>
<PAGE>
NOTE 13 - UNAUDITED FINANCIAL INFORMATION (Continued)
<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                             January 2,      April 2,        July 2,      October 1,
                                                2000           2000           2000           2000
                                                ----           ----           ----           ----

<S>                                        <C>              <C>           <C>           <C>
     Net sales                             $     36,193     $    36,355   $    33,081   $    21,712
     Gross profit (loss)                          7,005           6,456         5,024        (1,189)
     Net income (loss)                              553             765          (277)       (5,388)
     Basic earnings (loss) per share                .13             .18          (.07)        (1.27)
     Diluted earnings (loss) per share              .12             .16          (.07)        (1.27)
</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 4).

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

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


NOTE 14 - OPERATING SEGMENT INFORMATION

In 1999,  the Company  adopted SFAS No. 131,  "Disclosures  about Segments of an
Enterprise  and  Related  Information".  The  Company  has  determined  that its
reportable segments are those that are based on the Company's method of internal
reporting,  which disaggregates its business by product category.  The Company's
two  reportable  operating  segments are  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.  Differences  between reported operating segment income
amounts and  consolidated  net income (loss)  represent  corporate  expenses for
administrative functions that are not allocated to segments, nonoperating income
or expense, and income taxes.
<PAGE>
NOTE 14 - OPERATING SEGMENT INFORMATION (Continued)

The table below presents  information about segments used by the chief operating
decision maker of the Company for 2002, 2001 and 2000. This information has been
restated to conform with the presentation of discontinued operations:

                                          2002           2001          2000
                                          ----           ----          ----
Net sales by geographic region:
     OEM automotive supply
       Domestic                        $  102,058     $   43,694    $   73,162

     Automotive parts and products
         Domestic                           2,364          4,953         2,014
         Export                               262            287           139
                                       ----------     ----------    ----------
                                       $  104,684     $   48,934    $   75,315
                                       ==========     ==========    ==========


Operating segment income:
     OEM automotive supply             $    4,747     $      347    $    5,467
     Automotive parts and products            133            981            44
                                       ----------     ----------    ----------
                                       $    4,880     $    1,328    $    5,511
                                       ==========     ==========    ==========

Total assets:
     OEM automotive supply             $   36,026     $   17,504    $   12,281
     Automotive parts and products          3,066          4,506         4,550
     Discontinued operations                    -              -        18,163
                                       ----------     ----------    ----------
                                       $   39,092     $   22,010    $   34,994
                                       ==========     ==========    ==========


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

                                               2002          2001         2000
                                               ----          ----         ----

     Operating segment income               $   4,880    $   1,328    $   5,511
     Nonoperating income (expense)               (219)        (254)        (782)
     Income taxes                                (388)         (26)        (379)
     Unallocated corporate expenses            (1,310)        (546)        (169)
                                            ---------    ---------    ---------
     Income from continuing operations      $   2,963    $     502    $   4,181
                                            =========    =========    =========

<PAGE>

NOTE 14 - OPERATING SEGMENT INFORMATION (Continued)

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

                                             2002           2001         2000
                                             ----           ----         ----
Depreciation and amortization expense
     OEM automotive supply                $     550     $     319    $     174
     Automotive parts and products              216            63           58
     Discontinued operations                      -           859          799
                                          ---------     ---------    ---------

                                          $     766     $   1,241    $   1,031
                                          =========     =========    =========

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:

                                        2002         2001           2000
                                        ----         ----           ----

     OEM automotive supply            $ 102,058    $ 43,694      $ 73,162
     Automotive parts and products            -           -             -
     Discontinued operations                  -           -         5,423

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

                                         2002        2001       2000
                                         ----        ----       ----

     OEM automotive supply             $21,853     $10,803    $ 8,071
     Automotive parts and products           -           -          -
     Discontinued operations                 -           -         25

<PAGE>
NOTE 15 - EARNINGS (LOSS) PER SHARE

A reconciliation of the numerators and denominators of the basic earnings (loss)
per  common  share and  earnings  (loss)  per  common  share  assuming  dilution
computations  for the years ended  September  29, 2002,  September  30, 2001 and
October 1, 2000 is presented below.
<TABLE>
<CAPTION>

                                                              2002            2001             2000
                                                              ----            ----             ----
Earnings (loss) per share, basic
Net income (loss) available to
<S>                                                       <C>              <C>             <C>
  common shareholders                                     $      2,963     $     (3,177)   $     (4,347)
                                                          ============     ============    ============
Weighted average common shares
  Outstanding (in thousands)                                     4,327            4,245           4,214

Earnings (loss) per share (EPS), basic                    $        .68     $      (.75)    $      (1.03)
                                                          ============     ===========     ============

Basic EPS - continuing operations                         $        .68     $       .12     $        .99
                                                          ============     ===========     ============

Basic EPS - discontinued operations                       $          -     $      (.87)    $      (2.02)
                                                          ============     ===========     ============

Earnings (loss) per share assuming dilution
Net income (loss) available to
  common shareholders                                     $      2,963     $     (3,177)   $     (4,347)
                                                          ============     ============    ============

Weighted average common shares
  Outstanding (in thousands)                                     4,327            4,245           4,214

Add:  dilutive effects of assumed
  conversions and exercises of
     stock options (in thousands)                                  773                -               -
                                                          ------------     ------------    ------------
Weighted average common and dilutive
  potential common shares outstanding (in thousands)             5,100            4,245           4,214

Earnings (loss) per share (EPS) assuming dilution         $        .58     $       (.75)   $      (1.03)
                                                          ============     ============    ============

Dilutive EPS - continuing operations                      $        .58     $       .12     $        .99
                                                          ============     ===========     ============

Dilutive EPS - discontinued operations                    $          -     $      (.87)    $      (2.02)
                                                          ============     ===========     ============
</TABLE>

Stock options were not considered in computing loss per common share for 2001 or
2000 because they were antidilutive.



NOTE 16 - RELATED PARTY TRANSACTIONS

The Company paid administrative and engineering support in the amounts of $5,144
and $2,838 for 2002 and 2001, respectively to the Company's partner in Tecstar.
<PAGE>


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

Not Applicable

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           Incorporated by reference to the  Registrant's  proxy statement to be
           filed with the Securities and Exchange Commission on or about January
           6, 2003.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 6, 2003.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 6, 2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to the  Registrant's  proxy statement to be filed with
the Securities and Exchange Commission on or about January 6, 2003.



<PAGE>
                                     PART IV

ITEM 14. CONTROLS AND PROCEDURURES

(a)  Evaluation of disclosure controls and procedures. Based on their evaluation
     as of a date  within 90 days of the filing  date of this  Annual  Report on
     Form  10-K,  the  Company's   principal  executive  officer  and  principal
     financial   officer  have   concluded  that  its  disclosure  and  controls
     procedures (as defined in Rules  13a-14(c) and 15d-14(c) under the Exchange
     Act) are effective to ensure that  information  required to be disclosed by
     us in reports  that we file or submit  under the  Exchange Act is recorded,
     processed, summarized and reported within the time periods specified in SEC
     rules and forms.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
     Company's  internal  controls or in other factors that could  significantly
     affect those controls subsequent to the date of their evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



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 29, 2002 and September 30, 2001
         and for the fiscal  periods  ended  September  29, 2002,  September 30,
         2001, and October 1, 2000):

         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 Report dated August 6, 2002

(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>

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


<TABLE>
<CAPTION>

                                   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:

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

52 weeks ended September 30, 2001     255                   --               (85)                    170

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


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

</TABLE>
<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 24, 2002                            By: /s/ Kelly L. Rose
                                                       -------------------------
                                                       Kelly L. Rose,
                                                       Chairman, President 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 ____ day of December, 2002.

1) Principal Executive Officer:

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

2) Principal Financial/Accounting Officer:

   By:       /s/   Timothy L. Burke                   Secretary, Chief Financial
          -----------------------------------           Officer
          Timothy L. Burke


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/   Michael H. Schoeffler              Director
          -----------------------------------
          Michael H. Schoeffler

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


<PAGE>

                                  CERTIFICATION

     By  signing  below,  each  of the  undersigned  officers  hereby  certifies
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to his or her knowledge, (i) this report fully
complies  with the  requirements  of Section 13 (a) or 15 (d) of the  Securities
Exchange Act of 1934 and (ii) the  information  contained in this report  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of Starcraft Corporation.

Signed this 24th day of December, 2002



/s/ Kelly L.  Rose                                 /s/ Timothy  L. Burke
----------------------------------------           -----------------------------
Kelly L.  Rose                                     Timothy L. Burke
Chairman, President and Chief                      Chief Financial Officer
    Executive Officer










<PAGE>

                                  CERTIFICATION


I, Kelly L.  Rose, certify that:

1.   I have reviewed this annual report on Form 10-K of Starcraft Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Signed this 24th day of December, 2002



/ s / Kelly L.  Rose
---------------------
Kelly L.  Rose
Chairman, President and Chief
   Executive Officer

<PAGE>
                                  CERTIFICATION


I, Timothy  L. Burke, certify that:

1.   I have reviewed this annual report on Form 10-K of Starcraft Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Signed this 24th day of December, 2002



/ s / Timothy  L. Burke
-----------------------
Timothy L. Burke
Chief Financial Officer
<PAGE>

EXHIBIT INDEX

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

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

     3.2       Registrant's  Code of  By-Laws,  as  amended.
               Incorporated  by  reference to Exhibit 3.2 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

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

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

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

     4.4(b)    First  Amendment  to  Loan  Agreement  by and
               among  Starcraft   Automotive  Group,   Inc.,
               National  Mobility   Corporation,   Starcraft
               Corporation,  Imperial Automotive Group, Inc.
               and  Foothill  Capital   Corporation,   dated
               September 28, 1999. Incorporated by reference
               to Exhibit 4.15(b) of the  Registrant's  Form
               10-K for the fiscl year ending  September 30,
               2001.                                                  *

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

     4.6       Amended  and   Restated   Loan  and  Security
               Agreement  by and  between  Tecstar,  LLC, as
               Borrower and Foothill Capital Corporation, as
               Lender   dated   as  of  December   12, 2000.
               Incorporated  by reference to Exhibit 4.17 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

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

     4.8       Waiver,  Consent and Second Amendment to Loan
               Agreement among Starcraft  Automotive  Group,
               Inc.,    National    Mobility    Corporation,
               Starcraft Corporation and Imperial Automotive
               Group, Inc. and Foothill Capital  Corporation
               entered   into  as  of  December   12,  2000.
               Incorporated  by reference to Exhibit 4.19 to
               the  Registrant's  Form  10-K  for  the  year
               ending October 1, 2000.                                *

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

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

     4.11      Consent   and   Fourth   Amendment   to  Loan
               Agreement,  dated  August 31,  2001,  between
               Starcraft  Automotive Group,  Inc.,  National
               Mobility  Corporation,  Starcraft Corporation
               and  Imperial   Automotive  Group,  Inc.  and
               Foothill Capital Corporation. Incorporated by
               reference to Exhibit 4.25 to the Registrant's
               Form 10-K for the year  ended  September  30,
               2001.                                                  *

     4.12      Waiver and Fifth Amendment to Loan Agreement,
               dated  December  5, 2001,  between  Starcraft
               Automotive  Group,  Inc.,  National  Mobility
               Corporation,    Starcraft   Corporation   and
               Imperial  Automotive Group, Inc. and Foothill
               Capital    Corporation.    Incorporated    by
               reference to Exhibit 4.26 to the Registrant's
               Form 10-K for the year  ended  September  30,
               2001.                                                  *

     4.13      Waiver and Second  Amendment  to Amended  and
               Restated Loan  Agreement,  dated  December 5,
               2001,  between  Tecstar,   LLC  and  Foothill
               Capital    Corporation.    Incorporated    by
               reference to Exhibit 4.27 to the Registrant's
               Form 10-K for the year  ended  September  30,
               2001.                                                  *

     4.14      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.                                        *

     4.15      Loan  Agreement  by  and  between   Starcraft
               Corporation    and   Comerica    Bank   dated
               June 28, 2002.

     4.16      Promissory Note from Starcraft Corporation to
               G. Ray  Stults  in the  principal  amount  of
               $803,900 dated as of September 26, 2002.

     4.17      Promissory Note from Starcraft Corporation to
               Kelly  L.  Rose in the  principal  amount  of
               $670,220 dated as of September 26, 2002.


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

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

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

     10.2(e)   Employment  Agreement  between the Registrant
               and Richard J. Mullin  effective May 1, 2000.
               Incorporated  by reference to Exhibit 10.3(f)
               to the  Registrant's  Form  10-K for the year
               ending October 1, 2000.                                *

     10.3      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.              *

     10.4      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.                        *

     10.5      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.                                                  *

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

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

     10.8(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.              *

     10.8(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.                                       *

     10.9      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.                        *

     10.10     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.                        *

     10.11     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.                                *

     10.12     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.                                *

     10.13(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.                                *

     10.13(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.                                *

     10.13(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.              *

     21        Subsidiaries of the Registrant.                        [ ]

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


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

*        Incorporated by reference as indicated in the description.