UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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 JANUARY 31, 2004

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

                          COMMISSION FILE NO. 000-31701

                           BOWLIN TRAVEL CENTERS, INC.
              (Name of the registrant as specified in its charter)

            NEVADA                                      85-0473277
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

150 LOUISIANA NE, ALBUQUERQUE, NM                         87108
(Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code: 505-266-5985

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

        Title of each class            Name of each exchange on which registered
   COMMON STOCK, $.001 PAR VALUE                       OTC.BB
------------------------------------   -----------------------------------------

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:

                                      NONE
--------------------------------------------------------------------------------
                                (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 in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the registrant at July 31, 2003 was $2,533,539.

The number of  shares of  Common  Stock,  $.001  par  value,  outstanding  as of
April 15, 2004: 4,583,348

<PAGE>

FORWARD-LOOKING STATEMENTS

     Certain   statements  in  this  Annual  Report  on  Form  10-K   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934,  as amended,  and should be read in  conjunction  with the
Financial  Statements of Bowlin Travel Centers,  Inc., a Nevada corporation (the
"Company" or "Bowlin Travel Centers").  Such forward-looking  statements involve
known and unknown  risks,  uncertainties  and other factors that could cause the
Company's  actual  results to differ  materially  from those  contained in these
forward-looking  statements,  including  those set forth under the heading "RISK
FACTORS"  under  ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION  AND RESULTS OF OPERATIONS  and the risks and other factors  described
elsewhere.  The cautionary factors, risks and other factors presented should not
be construed as  exhaustive.  The Company  assumes no obligation to update these
forward-looking  statements to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.


                                     PART I

ITEM 1. BUSINESS

COMPANY OVERVIEW

     The Company  operates  travel  centers  dedicated to serving the  traveling
public  in rural  and  smaller  metropolitan  areas of the  Southwestern  United
States.  The Company's  tradition of serving the public dates back to 1912, when
the founder,  Claude M. Bowlin,  started  trading goods and services with Native
Americans  in New  Mexico.  Bowlin  Travel  Centers  currently  operates  eleven
full-service travel centers along interstate highways in Arizona and New Mexico.
The Company advertises its travel centers through a network of approximately 300
outdoor advertising display faces. The Company's travel centers offer brand name
food, gasoline and a variety of unique Southwestern merchandise to the traveling
public.

     The Company was formed on August 8, 2000,  as a wholly owned  subsidiary of
Bowlin Outdoor Advertising and Travel Centers  Incorporated  ("Bowlin Outdoor").
Pursuant to a  Contribution  Agreement,  dated as of  November  1, 2000,  Bowlin
Outdoor  contributed  substantially  all of the assets and liabilities  directly
related to its travel centers business to Bowlin Travel Centers.

     Prior to August 8,  2000,  the  Company's  travel  centers  were  owned and
operated as a business  segment of Bowlin Outdoor.  Bowlin Outdoor  operated two
business  segments:  travel centers and outdoor  advertising.  Bowlin  Outdoor's
common  stock  was  traded  on the  American  Stock  Exchange  and was a  public
reporting  company.  On January  30,  2001,  the Company  became an  independent
company through a spin-off  transaction  whereby shares of the Company's  common
stock were distributed to the shareholders of Bowlin Outdoor.

RECENT DEVELOPMENTS

     On October 30, 2003,  the Company  sold one of its Dairy Queens  located in
Deming, New Mexico. Certain asssets, including building and equipment, were sold
to a third party for $150,000 cash and a note  receivable for $10,000.  The note
receivable  has a stated  interest  rate of 7% with the balance due August 2004.
The assets sold had a carrying  value of  $164,292.  The loss on the sale of the
Dairy Queen was $4,292.

                                       2
<PAGE>

SUBSEQUENT EVENT

       On March 24, 2004, the Company  disposed of land and building  located in
Las Cruces, New Mexico to a third party. The assets had a carrying book value of
approximately  $268,000.  The Company exchanged the assets for land and building
adjacent to the Company's  warehouse facility located in Las Cruces, New Mexico.
The fair value of assets received and the carrying value of the assets exchanged
by the Company was approximately equal.  Therefore, no gain or loss was recorded
on the transaction.

INDUSTRY OVERVIEW

     The  travel  services  industry  in which  the  Company  competes  includes
convenience  stores  that  may or may not  offer  gasoline,  and  fast  food and
full-service  restaurants located along rural interstate  highways.  The Company
believes  that the  current  trend in the  travel  services  industry  is toward
strategic  pairings at a single  location  of  complementary  products  that are
noncompetitive,   such  as  brand  name   gasoline  and  brand  name  fast  food
restaurants.  This concept,  known as  "co-branding,"  has recently seen greater
acceptance by both  traditional  operators and larger petroleum  companies.  The
travel  services  industry  has also been  characterized  in recent  periods  by
consolidation or closure of smaller  operators.  The convenience  store industry
includes both traditional operators that focus primarily on the sale of food and
beverages but also offer gasoline, and large petroleum companies that offer food
and beverages primarily to attract gasoline customers.

     The  restaurant   segment  of  the  travel  services   industry  is  highly
competitive,  most  notably in the areas of  consistency  of  quality,  variety,
price,  location,  speed of service and  effectiveness  of marketing.  The major
chains  are   aggressively   increasing   market   penetration  by  opening  new
restaurants,  including  restaurants at "special  sites" such as retail centers,
travel centers and gasoline outlets. Smaller quick-service restaurant chains and
franchise operations are focusing on brand and image enhancement and co-branding
strategies.

BUSINESS STRATEGY

     The Company's business strategy is to capture a greater market share of the
interstate  traveler  market in Arizona  and New Mexico by  offering  name brand
recognized  food  service  operations  and  gasoline,  and  unique  Southwestern
souvenirs and gifts,  at a single location and at competitive  prices  delivered
with a high standard of service.

     The Company's travel centers are strategically  located along well-traveled
interstate  highways in Arizona and New Mexico where there are generally few gas
stations,  convenience  stores  or  restaurants.  Most of the  Company's  travel
centers  offer food and  beverages,  ranging from drinks and snack foods at some
locations to  full-service  restaurants  at others.  The Company's  food service
operations at five of the  Company's  eleven  travel  centers  operate under the
Dairy Queen/Brazier or Dairy Queen trade names.

     The Company's  travel centers offer brand name gasoline such as ExxonMobil,
CITGO, and Chevron.  The Company is an authorized  distributor of ExxonMobil and
CITGO  petroleum  products.  Seven of the  Company's  locations  are  ExxonMobil
stations and three of its locations are CITGO  stations.  One travel center is a
Chevron station.

     The Company's  billboard  advertising for its travel centers emphasizes the
wide range of unique  Southwestern  souvenirs and gifts  available at the travel
centers,  as well as the availability of gasoline and food.  Merchandise at each

                                       3
<PAGE>

of the  Company's  stores is offered at prices  intended to suit the budgets and
tastes  of  a  diverse  traveling   population.   The  merchandise  ranges  from
inexpensive  Southwestern  gifts and  souvenirs to unique  handcrafted  jewelry,
rugs, pottery, and other gifts.

GROWTH STRATEGY

TRAVEL CENTERS

o    The Company is committed to expanding its travel center operations  through
     internal development.

o    The Company believes that the co-branding concept implemented at its travel
     centers  has  resulted  in  increased  revenues,   and  intends  to  pursue
     opportunities to acquire rights to additional brand name products.

o    The Company  intends to continue to offer high quality  brand name food and
     products in a clean,  safe  environment  designed to appeal to travelers on
     interstate highways.

o    The Company  intends to continue  to increase  sales at existing  locations
     through ongoing renovation and upgrading of facilities,  including gasoline
     sales by focusing on the marketing of ExxonMobil and CITGO gasoline  brands
     through its travel center outlets.

GASOLINE WHOLESALING

     The Company has been wholesaling  gasoline since 1997. Since 1997, revenues
from wholesaling gasoline have accounted for an average of approximately 6.5% of
gross  revenues.  Other than  purchasing gas for retail sales through its travel
centers,  the Company currently  wholesales gasoline to only two customers.  The
Company  intends to maintain its current level of gasoline  wholesaling and does
not anticipate  expanding or actively  marketing its wholesaling  business.  See
"Business Operations - Gasoline Wholesaling".

BUSINESS OPERATIONS

     The Company sells food,  gasoline and merchandise through its eleven travel
centers located along two interstate highways (I-10 and I-40) in Arizona and New
Mexico.  These are key highways for travel to numerous  tourist and recreational
destinations as well as arteries for regional  traffic among major  Southwestern
cities.  All of the  Company's  travel  centers  are open  every day of the year
except Christmas.

     Each of the Company's travel centers  maintains a distinct,  theme-oriented
atmosphere. In addition to the Southwestern merchandise it purchases from Native
American tribes,  the Company also imports  approximately 650 items from Mexico,
including handmade blankets,  earthen pottery and wood items.  Additional goods,
novelties  and  imprinted  merchandise  are imported  from  several  Pacific Rim
countries. The Company has long-standing  relationships with many of its vendors
and  suppliers.  While  the  Company  has no formal  agreements  with any of its
vendors and suppliers of  Southwestern  merchandise  and items from Mexico,  the
Company  believes  that there are adequate  resources  outside of those that are
regularly used so that the Company could continue to provide these items even if
it were unable to use its regular sources.

     The Company sells food under the Dairy Queen and Dairy  Queen/Brazier brand
names.  The  Company's  terms of its  agreements  with Dairy Queen  obligate the
Company to pay a franchise  royalty and in some  instances a promotion fee, each

                                       4
<PAGE>

equal to a percentage of gross sales  revenues  from  products  sold, as well as
comply with certain provisions governing the operation of the franchised stores.
The Company is obligated to pay Dairy Queen 4% of its sales of their products.

     The Company currently operates five Dairy Queens at its travel centers.  It
has individual  franchise agreements for each Dairy Queen operated at the travel
centers.  None of these agreements are exclusive nor do they prevent the Company
from  entering  into  agreements  with  other food  franchisors.  Several of the
agreements have different termination provisions and are effective for different
terms.  Under three of the Dairy Queen agreements,  the term continues until the
Company  elects to terminate  it with 60 days prior  written  notice,  or if the
Company or Dairy Queen elect to terminate  the  agreement  because the other has
breached the agreement and has not cured that breach within 14 days of notice of
the breach.  The other two Dairy Queen agreements are for specific terms. One of
those Dairy Queen agreements, entered into February 1, 1984, is for a term of 25
years and the other,  entered  into on November  18,  1986,  is for a term of 20
years. The Company may not terminate either of these agreements  unless it gives
notice to Dairy Queen that it is in breach of the  agreement and Dairy Queen has
not  cured  that  breach  within  thirty  days of our  notice.  Dairy  Queen may
terminate  either of these  agreements if it delivers notice to the Company that
it is in breach of the agreement and it does not cure that breach within 14 days
of that notice.

     The Company continuously monitors and upgrades its travel center facilities
to  maintain  a  high  level  of  comfort,  quality  and  appearance.   Periodic
improvements typically include new awnings and facings, new signage and enhanced
lighting, furnishings, buildings and parking lot improvements.

     The Company is an authorized ExxonMobil and CITGO distributor.  The Company
sells ExxonMobil  gasoline at seven travel centers,  and CITGO gasoline at three
travel centers. One of the travel centers sells Chevron gasoline.

     The fact that the Company is an authorized ExxonMobil and CITGO distributor
has  significance  in the  Company's  industry.  As  licensed  distributors  for
ExxonMobil and CITGO, the Company  purchases  gasoline  directly from ExxonMobil
and CITGO as direct marketers at the lowest  wholesale prices they offer.  Prior
to becoming a licensed distributor, the Company purchased gasoline through other
distributors,  paying a distributor's markup price. This required the Company to
negotiate and enter into agreements  with other  distributors to try to purchase
gasoline at the lowest  possible  price.  The ExxonMobil and CITGO  distribution
agreement allows the Company to streamline its gasoline supply  arrangements and
take advantage of volume-driven  pricing by  consolidating  purchases from these
suppliers.

     The ExxonMobil distribution agreement has a three-year term beginning April
1, 2002 and expiring  March 31, 2005.  The CITGO  distribution  agreement has an
initial  three-year  term  beginning  February 1, 2001 and expiring  January 31,
2004, and automatically renews for a three-year term through 2007.  ExxonMobil's
and CITGO's  ability to terminate or refuse to renew the agreement is subject to
the occurrence of certain events set forth in the Petroleum  Marketing Practices
Act, which includes  bankruptcy,  or breach of the agreement,  or termination by
ExxonMobil  or CITGO of its  petroleum  marketing  activities  in the  Company's
distribution  area.  ExxonMobil and CITGO may terminate or refuse to renew these
agreements only if it terminates or refuses to renew the agreement in compliance
with the Petroleum Marketing Practices Act.

     The Company's  agreements with ExxonMobil and CITGO do not prohibit it from
entering into similar arrangements with other petroleum companies.  The terms of
the  distribution  agreements  require the Company to purchase  certain  monthly
minimum quantities of gasoline during the term of the agreement,  which includes

                                       5
<PAGE>

gasoline  purchased  for sale at its  travel  centers.  The  amount of  required
gasoline  purchase  ranges  from a low of 78,000  gallons  to a high of  234,000
gallons  per  month.  The  Company  determines  the amount of  gasoline  it will
purchase  under the  agreements  based on what it believes its needs will be for
gasoline,   including  seasonal  demands.  These  determinations  are  based  on
historical  sales  and  internal  forecasts.  Since  the  effective  date of the
ExxonMobil distribution agreement, purchases of ExxonMobil products have not met
the  minimum  quantities.  Since  the  effective  date of the  CITGO  agreement,
purchases have not met the minimum quantities. There are no penalties associated
with not meeting the minimum  quantities for ExxonMobil or CITGO.  Additionally,
the  minimum  quantities  can be  increased  or  decreased,  as  applicable,  to
accommodate additional travel centers, or losses of travel centers.

     In  addition  to the  requirement  to purchase  minimum  amounts  under the
ExxonMobil and CITGO  distribution  agreements,  the Company is also required to
pay a processing fee of  approximately 3% of the value of the sale for purchases
of gasoline made by customers using a credit card.

GASOLINE WHOLESALING

     The Company currently  wholesales gasoline to only two customers.  Over the
past five  years,  wholesaling  of  gasoline  has  accounted  for,  on  average,
approximately  7.0% of overall  revenues.  The Company  intends to maintain  its
current  level of gasoline  wholesaling  and does not  anticipate  expanding  or
actively  marketing its  wholesaling  business.  Below is a table that shows the
revenues  generated  from gasoline  wholesaling,  total revenues for the periods
reflected, and the percentage total of overall revenues attributable to gasoline
wholesaling.

     Gasoline   wholesaling   revenues  as  a  percentage   of  Gross   Revenues
(unaudited):

<TABLE>
<CAPTION>
FISCAL YEAR ENDED     GROSS REVENUES     REVENUE FROM GASOLINE       PERCENTAGE OF GROSS
   JANUARY 31,                                WHOLESALING          REVENUES ATTRIBUTABLE TO
                                                                     GASOLINE WHOLESALING
-----------------     --------------     ---------------------     ------------------------
<S>                   <C>                <C>                       <C>
      2000             $27,242,000            $1,672,000                     6.14
      2001             $27,164,000            $1,802,000                     6.63
      2002             $23,649,000            $2,126,000                     8.99
      2003             $22,603,000            $1,789,000                     7.91
      2004             $21,952,000            $1,434,000                     6.53
</TABLE>

     The  Company  does not derive a  material  amount of net  revenue  from the
wholesaling  of  gasoline.  The  cost of  goods  sold as a  percentage  of gross
revenues for gasoline wholesaling is approximately 96%.

COMPETITION

     The Company faces competition at its travel centers from  quick-service and
full-service  restaurants,  convenience  stores, gift shops and, to some extent,
from truck stops  located along  interstate  highways in Arizona and New Mexico.
Large  petroleum  companies  operate some of the travel centers that the Company
competes with, while many others are small  independently  owned operations that
do not offer brand name food  service or  gasoline.  Giant  Industries,  Inc., a
refiner and marketer of petroleum products,  operates two travel centers, one in
Arizona and one in New Mexico,  which are high volume  diesel  fueling and large
truck repair  facilities  that also include small shopping  malls,  full-service

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<PAGE>

restaurants,  convenience  stores,  fast food  restaurants  and gift shops.  The
Company's principal competition from truck stops includes Love's Country Stores,
Inc., Petro  Corporation and Flying J. Many  convenience  stores are operated by
large,  national chains that are substantially  larger,  better  capitalized and
have  greater  name  recognition  and  access  to  greater  financial  and other
resources than the Company.  Although the Company faces substantial competition,
the  Company  believes  that few of its  competitors  offer the same  breadth of
products and services dedicated to the traveling public that the Company offers.

EMPLOYEES

     As of January 31, 2004, the Company had  approximately 129 full-time and 52
part-time employees; 43 were located in Arizona, 138 were located in New Mexico.
None of the Company's employees are covered by a collective bargaining agreement
and the Company believes that relations with its employees are good.

REGULATION

     The Company's operations are subject to regulation for dispensing gasoline,
maintaining mobile homes, dispensing food, sales of fireworks,  sales of cactus,
operating outdoor advertising signs, waste disposal and air quality control. The
Company also must maintain  registration of company  vehicles,  general business
licenses and corporate licenses.

     Each food service  operation is subject to licensing  and  regulation  by a
number of governmental  authorities relating to health, safety,  cleanliness and
food handling. The Company's food service operations are also subject to federal
and state laws  governing  such  matters as working  conditions,  overtime,  tip
credits and minimum wages.  The Company  believes that  operations at its travel
centers comply in all material respects with applicable licensing and regulatory
requirements; however, future changes in existing regulations or the adoption of
additional regulations could result in material increases in operating costs.

     Travel center operations are also subject to extensive laws and regulations
governing  the sale of tobacco,  and in New Mexico travel  centers,  the sale of
fireworks.  Such regulations include certain mandatory licensing  procedures and
ongoing  compliance  measures,  as well as  special  sales tax  measures.  These
regulations  are  subject  to change  and  future  modifications  may  result in
decreased revenues or profit margins at the Company's travel centers as a result
of such changes.

     Nearly all licenses and registrations are subject to renewal each year. The
Company  is not  aware of any  reason  it would be  unable  to renew  any of its
licenses and  registrations.  The Company estimates that the total cost spent on
an annual basis for all licenses and registrations is less than $15,000.

     Historically,  ongoing  costs have been  incurred to comply  with  Federal,
state  and local  environmental  laws and  regulations,  primarily  relating  to
underground  storage  tanks.  These costs include  assessment,  compliance,  and
remediation costs, as well as certain ongoing capital  expenditures  relating to
gasoline dispensing  operations.  In general, the Company is responsible for the
first  $10,000  to  clean up a  previous  underground  storage  tank  site.  The
remaining costs are generally reimbursable by the State.

     The  Company   anticipates  that  the  regulating   agencies  will  develop
regulations  for above ground storage of fuel and anticipate that because of its
expenditures  and  compliance,  ongoing  costs  for  compliance  should  not  be
material.  Over the next twelve months,  the Company  anticipates  spending less
than $100,000 to complete any remaining clean up from  underground  storage tank
sites.  Of this amount,  the Company  anticipates  being  reimbursed for all but

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<PAGE>

approximately  $10,000. The Company does not anticipate any other material costs
for regulatory compliance during the next twelve months.

TRADEMARKS

     The  Company  operates  its  travel  centers  under  a  number  of its  own
trademarks  such as The Thing,  Trails  West,  Butterfield  Station and Bowlin's
Running  Indian,  as well as  certain  trademarks  owned  by third  parties  and
licensed  to  the  Company,  such  as  the  Dairy  Queen,  Dairy  Queen/Brazier,
ExxonMobil and CITGO trademarks. The Company's right to use the trademarks Dairy
Queen, Dairy Queen/Brazier, ExxonMobil and CITGO are derived from the agreements
entered into with these companies, and these rights expire when those agreements
expire or are terminated.  The Company has a Federal trademark for "BOWLIN" that
is effective through 2008. All other rights to trade names that the Company uses
in its  operations  are  protected  through  common law or state rights  granted
through a registration  process.  The Company believes that its trademark rights
will not materially limit competition with its travel centers.  The Company also
believes  that,  other than its  Federal  trademark  for  "BOWLIN",  none of the
trademarks owned are material to overall business;  however,  the loss of one or
more of our licensed trademarks could have an adverse effect.

TRADEMARK / TRADE NAME         WHERE REGISTERED       EXPIRATION OF REGISTRATION
----------------------     ------------------------   --------------------------

BOWLIN                     United States Patent and        October 27, 2008
                               Trademark Office
Trails West                       New Mexico                 July 29, 2004
Bowlin's Running Indian           New Mexico                March 30, 2006
Bowlin Travel Centers              Arizona                  April 26, 2006


ITEM 2. PROPERTIES

     As of January 31, 2004, the Company operated eleven travel centers, nine of
which are in New Mexico and two of which are in Arizona.  The  Company  owns the
real estate and improvements where seven of its travel centers are located,  all
of which are subject to mortgages. Four of the Company's existing travel centers
are located on real estate that the Company  leases from various third  parties.
These  leases  have  terms  ranging  from five to  thirty-five  years,  assuming
exercise by the Company of all renewal options available under certain leases.

     The Company's  principal  executive  offices  occupy  approximately  20,000
square  feet of space  owned by the  Company in  Albuquerque,  New  Mexico.  The
Company's  principal  office  space is subject to a mortgage,  which  matures on
November 1, 2005, and the principal balance accrues interest at the bank's prime
rate (4% at  January  31,  2004).  The  Company  owns a  central  warehouse  and
distribution facility occupying  approximately 27,000 square feet in Las Cruces,
New Mexico. The Company believes that its headquarters and warehouse  facilities
are adequate for its operations for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     The Company from time to time may be involved in litigation in the ordinary
course  of  business,   including  disputes  involving   employment  claims  and
construction  matters.  The  Company is not  currently a party to any lawsuit or
proceeding  which,  in the opinion of  management,  is likely to have a material
adverse effect on the Company's business operations or financial condition.

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

     The Company did not submit any matters to a vote of security holders in the
fourth quarter of fiscal 2004.

                                       8
<PAGE>

                                     PART II

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

     As of April 15, 2004, there were 4,583,348 shares of common stock of Bowlin
Travel  Centers  outstanding.  There are no  outstanding  options or warrants to
purchase, or securities convertible into shares of common stock of Bowlin Travel
Centers.  Shares  of the  common  stock of the  Company  are  traded  on the OTC
Bulletin  Board  under  the  symbol  "BWTL".  On  April  15,  2004,  there  were
approximately  28 holders of record of the Company's common stock. The following
table sets forth the high and low sales  prices for the  Company's  common stock
for each quarter during the past two fiscal years. These over-the-counter market
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission, and may not necessarily represent actual transactions.

     Fiscal Year Ended
     January 31, 2003                           High                 Low
     -----------------                          ----                 ---

     Fiscal Quarter Ended 4/30                 $ 1.75              $ 1.35
     Fiscal Quarter Ended 7/31                 $ 1.80              $ 1.50
     Fiscal Quarter Ended 10/31                $ 1.85              $ 1.55
     Fiscal Quarter Ended 1/31                 $ 1.61              $ 1.26


     Fiscal Year Ended
     January 31, 2004                           High                 Low
     -----------------                          ----                 ---

     Fiscal Quarter Ended 4/30                  $1.90               $1.26
     Fiscal Quarter Ended 7/31                  $2.00               $1.60
     Fiscal Quarter Ended 10/31                 $2.00               $1.60
     Fiscal Quarter Ended 1/31                  $2.00               $1.75

     The Company is authorized to issue up to 10,000,000 shares of common stock,
par value $.001 per share,  and up to 1,000,000  shares of preferred  stock, par
value  $.001.  Holders of shares of common  stock are  entitled  to one vote per
share on all matters to be voted on by  stockholders  and do not have cumulative
voting  rights.  Subject  to the  rights of  holders  of  outstanding  shares of
preferred  stock,  if any,  the holders of common  stock are entitled to receive
such  dividends,  if any, as may be  declared  from time to time by the Board of
Directors in its  discretion  from funds legally  available  therefor,  and upon
liquidation,  dissolution,  or winding  up are  entitled  to receive  all assets
available  for  distribution  to  the  stockholders.  The  common  stock  has no
preemptive or other  subscription  rights, and there are no conversion rights or
redemption or sinking fund  provisions  with respect to such shares.  All of the
outstanding  shares of common  stock are  fully  paid and  nonassessable.  Since
becoming a publicly traded company, Bowlin Travel Centers has not paid dividends
and has no intention of paying cash dividends in the foreseeable future.

     In the  Company's  Articles of  Incorporation,  pursuant to Nevada  Revised
Statues Section 78.378, the Company elected not to be governed by the provisions
of Nevada Revised  Statutes  Section 78.378 to 78.3793,  inclusive.  Pursuant to
Nevada  Revised  Statutes  Section  78.434,  the Company  also elected not to be
governed by the provisions of Nevada Revised Statutes Sections 78.411 to 78.444,
inclusive.  These statutes are sometimes referred to as "interested stockholder"
statutes and their purpose is to limit the way in which a stockholder may effect
a  business  combination  with the  corporation  without  board  or  stockholder

                                       9
<PAGE>

approval.  Because the Company has elected not to be governed by these statutes,
a person or entity could attempt a takeover, or attempt to acquire a controlling
interest  of, and effect a business  combination  with,  Bowlin  Travel  Centers
without the restrictions of these Nevada Revised Statutes provisions. See, also,
"Risk  Factors - OUR  CURRENT  CAPITALIZATION  COULD  DELAY,  DEFER OR PREVENT A
CHANGE OF CONTROL".

ITEM 6. SELECTED FINANCIAL DATA

     The selected  financial data  presented  below are derived from the audited
financial  statements  of the Company for the five years ended January 31, 2004.
The  data  presented  below  should  be read in  conjunction  with  the  audited
financial statements,  related notes and Management's Discussion and Analysis of
Financial Condition and Results of Operations included herein.

     Because  Bowlin  Travel  Centers  did not operate  independently  of Bowlin
Outdoor,  and was a segment of the business  operations of Bowlin Outdoor during
the periods  prior to the fiscal  year ended  January  31,  2002,  it might have
recorded different results had it been operated independently of Bowlin Outdoor.
Therefore,   the  financial  information  presented  below  is  not  necessarily
indicative of the results of  operations  or financial  position that would have
resulted if Bowlin  Travel  Centers had been a  separate,  stand-alone  business
during  the  periods  shown,  or  of  its  future  performance  as  a  separate,
stand-alone business.

                            SELECTED FINANACIAL DATA
<TABLE>
<CAPTION>
                                            --------------------------------------------------------------------
                                                                YEARS ENDED JANUARY 31, *
                                            --------------------------------------------------------------------
                                                2004           2003          2002          2001          2000
                                            --------------------------------------------------------------------
<S>                                         <C>            <C>           <C>           <C>           <C>
STATEMENT OF INCOME DATA:

Net sales                                   $21,466,511    $22,183,398   $23,224,102   $26,765,264   $26,855,781
                                            ===========    ===========   ===========   ===========   ===========
Net income                                  $   493,894    $   507,258   $   173,234   $   298,812   $   487,366
                                            ===========    ===========   ===========   ===========   ===========
Earnings per share                          $      0.11    $      0.11   $      0.04   $      0.07   $      0.11
                                            ===========    ===========   ===========   ===========   ===========
BALANCE SHEET DATA (AT END OF PERIOD):

Total assets                                $17,456,106    $16,383,388   $16,532,141   $18,527,507   $16,990,676
                                            ===========    ===========   ===========   ===========   ===========
Long-term debt, including current
maturities                                  $ 4,154,869    $ 4,046,640   $ 4,684,334   $ 5,940,469   $ 6,723,555
                                            ===========    ===========   ===========   ===========   ===========
</TABLE>

* The Company did not operate independently during fiscal periods 2001 and 2000.


                                       10
<PAGE>

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

OVERVIEW

     The  following is a discussion  of the  financial  condition and results of
operations of the Company as of and for the three fiscal years ended January 31,
2004,  2003 and 2002.  This  discussion  should be read in conjunction  with the
Financial  Statements of the Company and the related notes included elsewhere in
this Form 10-K.  References to specific years refer to the Company's fiscal year
ending January 31 of such year.

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations reflect  management's
best  judgement  based  on  factors   currently  known  and  involve  risks  and
uncertainties.  Actual results could differ materially from those anticipated in
these forward-looking  statements as a result of a number of factors,  including
but not limited to, those discussed.

FISCAL YEAR ENDED JANUARY 31, 2004 (FISCAL  2004)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 2003 (FISCAL 2003)

     Gross  sales at the  Company's  travel  centers  decreased  2.9% to $21.952
million for fiscal 2004, from $22.603 million for fiscal 2003. Merchandise sales
decreased 3.7% to $9.387 million for fiscal 2004, from $9.750 million for fiscal
2003. The decrease is primarily due a major interstate construction project that
adversely  affected  merchandise  sales at one  location  by $226,000 as well as
uncertainties in the national  economy.  Gasoline sales decreased 5.0% to $8.605
million for fiscal 2004,  from $9.058  million for fiscal 2003.  The decrease is
primarily due to a major  interstate  project that adversely  affected  gasoline
sales at one location by $1.110  million.  Restaurant  sales  increased 10.2% to
$2.211  million for fiscal  2004,  from  $2.006  million  for fiscal  2003.  The
increase is primarily  due new sales  incentive  programs in the current  fiscal
year as well as additional  supervisory  support  dedicated to the  restaurants.
Wholesale  gasoline  sales to  independent  retailers  decreased  2.2% to $1.749
million for fiscal 2004,  from $1.789  million for fiscal 2003.  The decrease is
due to a general  decline in highway  travel for fiscal 2004  compared to fiscal
2003 as well as a  discontinued  wholesale  location  that was present in fiscal
2003 not present in fiscal 2004.

     Cost of goods sold for the travel centers decreased 6.2% to $13.450 million
for fiscal 2004, from $14.333 million for fiscal 2003. Merchandise cost of goods
decreased 7.3% to $3.614 million for fiscal 2004, from $3.897 million for fiscal
2003. The decrease  directly  corresponds  to the decrease in merchandise  sales
that adversely  affected one location by $129,000,  improved purchase pricing as
well as maintaining  mark-ups.  Gasoline cost of goods  decreased 7.5% to $7.547
million for fiscal  2004,  from $8.157  million for fiscal  2003.  The  decrease
directly  corresponds to the decrease in gasoline sales that adversely  affected
gas cost of goods at one location by $1.001  million.  Restaurant  cost of goods
increased  11.1% to $589,000 for fiscal 2004, from $530,000 for fiscal 2003. The
increase  directly  corresponds to the increase in restaurant  sales.  Wholesale
gasoline cost of goods  decreased  2.8% to $1.700  million in fiscal 2004,  from
$1.749  million for fiscal 2003.  The decrease is primarily due to an additional
wholesale  location in the prior year not present in the current  year.  Cost of
goods sold as a percentage of gross revenues  improved for fiscal 2004 to 61.3%,
compared to 63.4% for fiscal 2003.

                                       11
<PAGE>

     Gross profit for the travel  centers  increased  2.1% to $8.017 million for
fiscal 2004 from $7.851  million for fiscal 2003.  The increase is primarily due
attributable to improved  management of cost of goods due to increases in volume
purchasing.

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and maintenance.  General and administrative expenses also include executive and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and administrative expenses for the travel centers increased
3.8% to $6.573 million for fiscal 2004, from $6.330 million for fiscal 2003. The
increase is primarily due to bonuses related to the new sales incentive programs
present in the current  fiscal  year.  The  increase  is also due to  continuing
bonuses and commissions for travel center  personnel  related to sales incentive
programs as well as an accrual of management bonuses.

     Depreciation  and amortization  expenses  decreased by 6.8% to $685,000 for
fiscal 2004, from $735,000 for fiscal 2003. The decrease is primarily associated
with assets becoming fully depreciated.

     The above factors  contributed  to a decrease in travel  centers  operating
income of 3.4% to $759,000 for fiscal 2004, from $786,000 for fiscal 2003.

     Other income (expense) includes interest income,  gains and losses from the
sale of assets,  rental income and interest  expense.  Interest income decreased
15.1% to $90,000 in fiscal 2004,  from $106,000 in fiscal 2003.  The decrease is
primarily due to lower cash balances in the current period  partially  offset by
the interest earned on a 4.24% bond held for approximately nine months in fiscal
2004.  Gains from the sale of property  and  equipment  increased  to $54,000 in
fiscal 2004 from $4,000 in fiscal in 2003. Property and equipment sold in fiscal
year  2004  include  land,  one  of  the  Company's  Dairy  Queens,  a  lot  and
manufactured  home  associated  with the  Company's  investment  in real estate,
various  vehicles  as well as three gas tanks.  Miscellaneous  income  decreased
97.5% to $1,000 in fiscal 2004,  from  $40,000 in fiscal  2003.  The decrease is
primarily  due to a refund of excise taxes in the second  quarter of fiscal 2003
not present in fiscal 2004.  Rental income was $89,000 in fiscal 2004,  compared
to $87,000 in fiscal  2003.  The Company  leases  available  office space at the
Company's corporate  headquarters.  Interest expense decreased 15.5% to $185,000
for fiscal  2004,  from  $219,000  for fiscal  2003.  The  decrease is primarily
attributable  to lower interest rates as well as lower debt balances for most of
fiscal 2004.

     Income before income taxes increased 0.5% to $809,000 for fiscal 2004, from
$805,000 for fiscal 2003.  The increase is primarily due to the decrease in cost
of goods  sold,  a decrease in  miscellaneous  income and a decrease in interest
expense partially offset by the increase in general and administrative expenses.
As a percentage of gross revenues,  income before income taxes increased to 3.7%
for fiscal 2004, from 3.6% for fiscal 2003.

     Income taxes  increased  to $315,000 for fiscal 2004,  compared to $298,000
for fiscal 2003, as a result of higher pre-tax income and the $40,000 excise tax
refund that reduced  taxable  income in fiscal 2003.  The effective tax rate for
fiscal 2004 was 38.9%, compared to 37.0% for fiscal 2003.

     The foregoing factors  contributed to the Company's  decrease in net income
for fiscal 2004 to $494,000, compared to $507,000 for fiscal 2003.

                                       12
<PAGE>

FISCAL YEAR ENDED JANUARY 31, 2003 (FISCAL  2003)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 2002 (FISCAL 2002)

     Gross  sales at the  Company's  travel  centers  decreased  4.4% to $22.603
million for fiscal 2003, from $23.649 million for fiscal 2002. Merchandise sales
increased 5.6% to $9.750 million for fiscal 2003, from $9.236 million for fiscal
2002.  The  increase is  primarily  due to new sales  incentive  programs in the
current fiscal year as well as more efficient purchasing and turns on inventory.
Gasoline sales  decreased  12.0% to $9.058 million for fiscal 2003, from $10.291
million for fiscal 2002. The decrease is primarily due to a decrease in gasoline
gallon sales as a result of a general  decline in highway travel for fiscal 2003
compared to fiscal 2002.  Restaurant  sales increased 0.5% to $2.006 million for
fiscal 2003,  from $1.997 million for fiscal 2002. The increase is primarily due
new sales  incentive  programs in the current  fiscal year as well as additional
supervisory  support  dedicated to the  restaurants.  Wholesale  gasoline  sales
decreased  15.8% to $1.789  million for fiscal  2003,  from  $2.125  million for
fiscal 2002 due to a decrease in gasoline  gallon sales as a result of a general
decline  in  highway  travel for  fiscal  compared  to fiscal  2002 as well as a
discontinued wholesale location occurring during fiscal 2003.

     Cost of goods  sold  for the  travel  centers  decreased  10.3% to  $14.333
million for fiscal 2003, from $15.974 million for fiscal 2002.  Merchandise cost
of goods  decreased 1.1% to $3.897 million for fiscal 2003,  from $3.943 million
for fiscal  2002.  The  decrease  is  primarily  due to the new sales  incentive
programs  in the  current  fiscal  year,  improved  purchase  pricing as well as
maintaining  mark-ups.  Gasoline cost of goods decreased 13.1% to $8.157 million
for fiscal  2003,  from $9.391  million for fiscal 2002.  The decrease  directly
corresponds  to the  decrease  in  gasoline  sales.  Restaurant  cost  of  goods
decreased  8.0% to $530,000 for fiscal 2003,  from $576,000 for fiscal 2002. The
decrease is primarily due to better inventory  control.  Wholesale gasoline cost
of goods  decreased  15.3% to $1.749 million in fiscal 2003, from $2.064 million
for fiscal 2002 which directly corresponds to the decrease in wholesale gasoline
sales.  Cost of goods sold as a percentage of gross revenues improved for fiscal
2003 is 63.4%, compared to 67.5% for fiscal 2002.

     Gross profit for the travel  centers  increased  8.3% to $7.851 million for
fiscal 2003 from $7.250  million for fiscal 2002.  The increase is primarily due
to the  decrease  in cost of goods  sold  due to new  sales  incentive  programs
present in the current fiscal year.

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and maintenance.  General and administrative expenses also include executive and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and administrative expenses for the travel centers increased
4.3% to $6.329 million for fiscal 2003, from $6.070 million for fiscal 2002. The
increase is primarily due to bonuses related to the new sales incentive programs
present in the current fiscal year. The increase is also due to the increases in
insurance,  rents and leases and divisional allocation of administrative support
of the retail locations.

     Depreciation  and amortization  expenses  decreased by 2.3% to $735,000 for
fiscal 2003, from $752,000 for fiscal 2002. The decrease is primarily associated
with assets becoming fully depreciated.

     The above factors  contributed to an increase in travel  centers  operating
income of 83.9% to $787,000 for fiscal 2003, from $428,000 for fiscal 2002.

     Other income (expense) includes interest income,  gains and losses from the
sale of assets,  rental income and interest  expense.  Interest income decreased

                                       13
<PAGE>

20.9% to $106,000 in fiscal 2003,  from  $134,000 in fiscal 2002  primarily as a
result of lower cash balances as well as lower  interest  rates.  Gains from the
sale of assets  decreased  to $4,000 in fiscal  2003 from  $35,000  in fiscal in
2002.  Miscellaneous  income  increased  566.7% to $40,000 in fiscal 2003,  from
$6,000 in fiscal 2002. The increase is primarily due to a refund of excise taxes
in the second quarter of fiscal 2003.  Rental income was $87,000 in fiscal 2003,
compared to $86,000 in fiscal 2002. The Company leases available office space at
the  Company's  corporate  headquarters.  Interest  expense  decreased  45.5% to
$219,000  for fiscal  2003,  from  $402,000  for fiscal  2002.  The  decrease is
primarily attributable to lower interest rates as well as lower debt balances.

     Income  before income taxes  increased  178.5% to $805,000 for fiscal 2003,
from $290,000 for fiscal 2002.  The increase is primarily due to the decrease in
cost of goods  sold,  an  increase  in  miscellaneous  income and a decrease  in
interest expense partially offset by the increase in general and  administrative
expenses.  As a  percentage  of  gross  revenues,  income  before  income  taxes
increased to 3.6% for the fiscal ended 2003, from 1.2% for fiscal 2002.

     Income taxes  increased  to $298,000 for fiscal 2003,  compared to $116,000
for fiscal 2002, as a result of higher  pre-tax  income.  The effective tax rate
for fiscal 2003 was 37.0%, compared to 40.0% for fiscal 2002.

     The foregoing factors  contributed to the Company's  increase in net income
for fiscal 2003 to $507,000, compared to $173,000 for fiscal 2002.

LIQUIDITY AND CAPITAL RESOURCES

     At January 31,  2004,  the Company  had working  capital of $3.791  million
compared to working  capital of $4.038  million at January 31, 2003.  At January
31, 2004,  the company had a current ratio of 2.6:1  compared to a current ratio
of 3.1:1 at January 31, 2003 ("current  ratio" is the ratio of current assets to
current  liabilities).  The decrease in working  capital is  primarily  due to a
decrease in cash of  $177,000,  increases  in  inventory of $159,000 and prepaid
expenses of $204,000,  partially  offset by an increase in accounts  payable and
accrued liabilities of $269,000.

     The net cash provided by operating activities was $1.260 million at January
31, 2004,  compared to $1.281  million at January 31, 2003.  During fiscal 2004,
there were decreases in operating assets and liabilities of $93,000, an increase
in gains on sale of  property  and  equipment  of  $54,000,  and a  decrease  in
depreciation  and  amortization  expense  of  $50,000,  partially  offset  by an
increase in the provision for deferred income taxes of $241,000.

     Net cash used in  investing  activities  was $1.533  million at January 31,
2004,  compared to net cash used by investing  activities of $898,000 at January
31, 2003. The increase was due primarily to an increase in purchases of property
and equipment of $1.670  million offset by an increase in proceeds from the sale
of assets of $295,000 as well an increase in payments from mortgages  receivable
of $276,000. As of January 31, 2004, all mortgages receivable were paid off. The
mortgages  were at a high  interest  rate.  Financing  was  secured  at a lesser
interest  rate and the  mortgages  were  paid off.  There  were no early pay off
penalties.

     Net cash provided by financing  activities was $96,000 at January 31, 2004,
compared  to net cash used by  financing  activities  of $638,000 at January 31,
2003.  Payments on long-term  debt were $652,000 at January 31, 2004 compared to
payments  on  long-term  debt of $723,000 at January  31,  2003.  Proceeds  from
borrowing  were $760,000 at January 31, 2004 compared to proceeds from borrowing
of $85,000 at January 31, 2003. Payments for debt issuance costs were $13,000 at
January 31, 2004. There were no debt issuance costs at January 31, 2003.

                                       14
<PAGE>

     As of January  31,  2004,  the Company  was  indebted to various  banks and
individuals in an aggregate  principal  amount of  approximately  $4.155 million
under  various  loans and  promissory  notes,  compared to $4.046  million as of
January 31, 2003.  Land,  buildings,  equipment and  inventories  of the Company
secure many of the loans and promissory  notes.  The loans and promissory  notes
mature at dates from November 2005 to October 2013 and accrue  interest at rates
ranging from 3.179% to 6% per annum.  The Company's  total  monthly  payments on
outstanding long-term debt obligations are approximately $78,000.

     Approximately   $4.076   million  of  the   approximately   $4.155  million
outstanding  as of January 31, 2004 was borrowed under the Master Loan Agreement
with Bank of the West.  Under this master loan  agreement,  the Company grants a
security  interest in  substantially  all of its assets and property as security
interests against its obligations under the agreement.

     In July 2003,  the Company  entered into a  $2,000,000  open line of credit
with one of its existing  lenders.  The Company borrowed  $760,250 during fiscal
year 2004 that was  turned  into  permanent  financing  in January  2004.  As of
January  31,  2004,  $1,240,000  remains  on the open line of credit  which will
mature July 2004 and requires  variable  interest at the bank's prime rate.  The
rate was 4% at January 31, 2004.

     Under  the  Master  Loan  Agreement,  the  Company  must  maintain  minimum
financial ratios,  calculated  quarterly from fiscal quarter reviewed statements
with income and expense  items  annualized.  For fiscal year ending  January 31,
2004, the Company was in compliance with the minimum financial ratios.

     The  Company  has  forecasted   approximately   $2.5  million  for  capital
commitments  for fiscal year 2005  consisting  of  renovation  and  upgrading of
facilities as well as building a new travel center facility. The Company expects
to use  current  working  capital and cash flows from  operations  to fund these
commitments as well as debt sources for these commitments.

     The  Company  is  unaware  of  any  trends  or  demands,   commitments   or
uncertainties  that will result or are reasonably  likely to result in liquidity
increasing or decreasing  in any material way over the next twelve  months.  The
Company  believes  that its  working  capital and the cash flow  generated  from
current  operations  will be sufficient to fund  operations over the next twelve
months without  borrowing any additional  funds under the credit  facility.  The
Company is not  currently a party to any  agreements  to acquire any  additional
travel  centers.  But if the Company were to additional  travel centers it would
likely have to obtain  additional  financing to do so,  either under the current
credit  facility or through  other means.  The Company  cannot  predict with any
certainty what the terms of such financing might be.

RISK FACTORS

     The Company  does not  provide  forecasts  of  potential  future  financial
performance.  While  management is optimistic  about  long-term  prospects,  the
following  issues and  uncertainties,  among  others,  should be  considered  in
evaluating our growth outlook.

     This Form 10-K contains  forward-looking  statements that involve risks and
uncertainties.  You should  not rely on these  forward-looking  statements.  The
Company uses words such as "anticipate,"  "believe," "plan," "expect," "future,"
"intend" and similar  expressions to identify such  forward-looking  statements.
This Form 10-K also contains  forward-looking  statements  attributed to certain
third parties relating to their estimates  regarding the travel center industry,

                                       15
<PAGE>

among other things. You should not place undue reliance on those forward-looking
statements. Actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks faced described
below and elsewhere in this Form 10-K.

     THE COMPANY'S  SHARES OF COMMON STOCK ARE TRADED ON THE OTC BULLETIN  BOARD
AND WILL  LIKELY BE SUBJECT TO  SIGNIFICANT  PRICE  VOLATILITY  AND AN  ILLIQUID
MARKET.

     The Company's  shares trade on the OTC Bulletin Board. In order to purchase
and sell shares of the  Company's  common stock on the OTC Bulletin  Board,  you
must use one of the market makers then making a market in the stock.  Because of
the wide variance in the BID and ASK spreads,  there is significant risk that an
investor that sold shares on the OTC Bulletin  Board would sell them for a price
that was  significantly  lower  than the  price at  which  the  shares  could be
purchased,  and vice versa.  The number of shares traded to date  indicates that
the market for the Company's shares of common stock is illiquid which could make
it difficult to purchase or sell shares.

     THE COMPANY'S HISTORICAL FINANCIAL INFORMATION MAY NOT BE REPRESENTATIVE OF
ITS RESULTS AS A SEPARATE COMPANY.

     The historical financial  information prior to fiscal year 2002 included in
this Form 10-K may not reflect what results of  operations,  financial  position
and cash flows  would have been had the  Company  been a  separate,  stand-alone
entity  during the periods  presented or what results of  operations,  financial
position and cash flows will be in the future. This is because:

o    adjustments  and  allocations  have been made,  primarily  with  respect to
     corporate-level  expenses  and  administrative  functions,  because  Bowlin
     Outdoor  did not  account  for the  Company  as,  and the  Company  was not
     operating as, a separate  stand-alone  business for all periods  presented;
     and

o    the information  does not reflect changes that may occur in the future as a
     result of the Company's separation from Bowlin Outdoor

     For additional information, see "Selected Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

     THE COMPANY  MIGHT INCUR  GREATER  COSTS AND EXPENSES IN  PROPORTION TO ITS
REVENUES   OPERATING  AS  A  STAND-ALONE  ENTITY  THAT  COULD  ADVERSELY  AFFECT
PROFITABILITY.

     The  Company has  operated as a  stand-alone  entity  separate  from Bowlin
Outdoor for fiscal 2002,  2003 and 2004 only.  The Company may have benefited in
periods prior to fiscal 2002 from  operating as a division of Bowlin  Outdoor by
sharing some  expenses,  personnel and other costs.  General and  administrative
costs,  as a percentage  of revenue,  could  increase as a result of the Company
operating  independently  of  Bowlin  Outdoor.  If the  costs  and  expenses  of
operating independently are substantially greater than the costs and expenses of
operating as a division of Bowlin  Outdoor,  it could have a negative  effect on
profitability  and an  adverse  effect  on  business  operations  and  financial
condition.

     THE COMPANY MIGHT NOT BE ABLE TO SECURE ADDITIONAL FINANCING.

     The  Company  has  been  able  to  secure  financing  for the  purchase  of
additional  assets  from  commercial  lenders  in amounts up to 100% of the fair

                                       16
<PAGE>

market  value  of the  acquired  assets.  There  can be no  assurance  that  any
additional  financing will be available in the future on terms acceptable to the
Company. The Company anticipates that any financing secured could impose certain
financial and other restrictive covenants upon operations.

     THERE IS NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO SUCCESSFULLY  EXPAND
BUSINESS.

     The Company intends to continue to explore the  possibilities  of acquiring
or building  additional travel centers.  Although existing  operations are based
primarily in the Southwest,  current  expansion plans include  consideration  of
acquisition  opportunities in both the Southwest and other geographic regions of
the United States. However, there can be no assurance that suitable acquisitions
can be  identified,  and the Company  will likely  face  competition  from other
companies for available acquisition opportunities. Any such acquisition would be
subject  to  negotiation  of  definitive   agreements,   appropriate   financing
arrangements  and  performance of due diligence.  There can be no assurance that
the  Company  will be able to  complete  such  acquisitions,  obtain  acceptable
financing,   or  any  required  consent  of  our  bank  lenders,  or  that  such
acquisitions,  if  completed,  can  be  integrated  successfully  into  existing
operations.  The  success of an  expansion  program  will  depend on a number of
factors, including the availability of sufficient capital, the identification of
appropriate expansion opportunities, the Company's ability to attract and retain
qualified employees and management, and the continuing profitability of existing
operations.  There can be no assurance that the Company will achieve its planned
expansion or that any expansion will be profitable.

     THE  COMPANY'S  USE OF PETROLEUM  PRODUCTS  SUBJECTS IT TO VARIOUS LAWS AND
REGULATIONS, AND EXPOSES IT TO SUBSTANTIAL RISKS.

     The  Company is subject to  federal,  state and local laws and  regulations
governing the use, storage,  handling, and disposal of petroleum products. While
the  Company  believes  that  it  is  compliant  with   environmental  laws  and
regulations,  the risk of accidental  contamination to the environment or injury
cannot be  eliminated.  In the event of such an accident,  the Company  could be
held liable for any  damages  that result and any such  liability  could  exceed
available resources. The Company could be required to incur significant costs to
comply  with  environmental  laws and  regulations  that may be  enacted  in the
future.

     BECAUSE ALL OF THE COMPANY'S  TRAVEL CENTERS ARE LOCATED IN ARIZONA AND NEW
MEXICO, A DOWNTURN IN THE ECONOMIC  CONDITIONS IN THE SOUTHWESTERN UNITED STATES
COULD ADVERSELY AFFECT BUSINESS OPERATIONS AND FINANCIAL CONDITIONS.

     The  Company's  travel  centers are located only in Arizona and New Mexico.
The Company  relies on the business  generated from travelers and patrons within
these two states, and those traveling through these states.  Risks from economic
downturns are not diversified or spread out across several  regions.  Because of
the geographic  concentration of the Company's  travel centers,  business may be
adversely affected in the event of a downturn in general economic  conditions in
the Southwestern United States generally, or in Arizona or New Mexico.

     THE COMPANY DEPENDS ON THIRD PARTY RELATIONSHIPS.

     The Company is  dependent  on a number of third party  relationships  under
which it offers brand name and other products at its travel centers. These brand
name  relationships  include  distributorship  relationships with ExxonMobil and
CITGO and existing franchise agreements with Dairy Queen/Brazier.  The Company's
existing  operations  and plans  for  future  growth  anticipate  the  continued
existence of such relationships.

                                       17
<PAGE>

     The ExxonMobil  distribution  agreement  has a  three-year  term  beginning
April 1, 2002 and expiring March 31, 2005. The CITGO distribution  agreement has
an initial  three-year term beginning  February 2, 2001 and expiring January 31,
2004, and automatically renews for a three-year term through 2007.  ExxonMobil's
and  CITGO's  ability to  terminate  or refuse to renew the  agreement  with the
Company  is  subject  to the  occurrence  of  certain  events  set  forth in the
Petroleum Marketing Practices Act, which includes  bankruptcy,  or breach of the
agreement by the Company, or termination by ExxonMobil or CITGO of its petroleum
marketing  activities in the Company's  distribution area.  ExxonMobil and CITGO
may  terminate  or refuse to renew these  agreements  only if it  terminates  or
refuses  to renew the  agreement  in  compliance  with the  Petroleum  Marketing
Practices Act.

     Under three of the Company's  Dairy Queen  agreements,  the term  continues
until the Company elects to terminate it with 60 days prior written  notice,  or
if the Company or Dairy Queen elect to terminate the agreement because the other
has  breached  the  agreement  and has not cured that  breach  within 14 days of
notice of the breach.  The other two Dairy  Queen  agreements  are for  specific
terms.  One of those Dairy Queen  agreements,  entered into February 1, 1984, is
for a term of 25 years and the other,  entered into on November 18, 1986, is for
a term of 20 years.  The Company may not  terminate  either of these  agreements
unless it gives  notice to Dairy Queen that they are in breach of the  agreement
and Dairy Queen has not cured that breach  within  thirty days of notice.  Dairy
Queen may terminate  either of these  agreements  if they deliver  notice to the
Company  that it is in breach  of the  agreement  and does not cure that  breach
within 14 days of that notice.

     There  can  be  no  assurance  that  the   agreements   that  govern  these
relationships  will not be terminated (for greater detail regarding the terms of
these  agreements,  see  "Item  I.  Business  Operations").   Several  of  these
agreements contain provisions that prohibit the Company from offering additional
products or services that are  competitive to those of its  suppliers.  Although
the  Company  does not  currently  anticipate  having  to  forego a  significant
business  opportunity in order to comply with such  agreements,  there can be no
assurance  that  adherence  to  existing  agreements  will not  prevent  it from
pursuing  opportunities  that  management  would  otherwise deem  advisable.  In
addition,  there are no material early  termination  provisions under any of the
franchise or petroleum distribution agreements.

     The Company also relies upon  several  at-will  relationships  with various
third  parties  for much of its  souvenir  and gift  merchandise.  Although  the
Company believes it has good relationships  with its suppliers,  there can be no
assurance that the Company will be able to maintain relationships with suppliers
of suitable merchandise at appropriate prices and in sufficient quantities.

     IF THE COMPANY IS NOT ABLE TO SUCCESSFULLY COMPETE IN ITS INDUSTRY IT COULD
HAVE AN ADVERSE IMPACT ON BUSINESS OPERATIONS OR FINANCIAL CONDITION.

     The Company's travel centers face competition from

     o    major and independent oil companies;

     o    independent service station operators;

     o    national and independent  operators of  restaurants,  diners and other
          eating establishments; and

     o    national and  independent  operators of  convenience  stores and other
          retail outlets.

                                       18
<PAGE>

     Some of the  Company's  competitors,  including  major  oil  companies  and
convenience store operators,  are substantially larger, better capitalized,  and
have greater name  recognition and access to greater  resources than the Company
does.  There can be no assurance that the Company's  travel centers will be able
to compete successfully in their respective markets in the future.

     THE COMPANY'S BUSINESS IS SEASONAL AND REVENUES FLUCTUATE QUARTERLY.

     The   Company's   travel   center   operations   are  subject  to  seasonal
fluctuations,  and revenues may be affected by many factors,  including weather,
holidays and the price of  alternative  travel modes.  Revenues and earnings may
experience substantial  fluctuations from quarter to quarter. These fluctuations
could result in periods of  decreased  cash flow that might cause the Company to
use its lending sources,  or to secure additional  financing,  in order to cover
expenses during those periods.  This could increase the interest  expense of the
Company's  operations and decrease net income and have a material adverse effect
on business and results of operations.

     THE  COMPANY IS SUBJECT TO  NUMEROUS  GOVERNMENTAL  REGULATIONS,  INCLUDING
THOSE RELATED TO FOOD HANDLING,  FIREWORKS SALES, TOBACCO SALES, AND UNDERGROUND
STORAGE TANKS.

     Each of the Company's  food service  operations is subject to licensing and
regulation  by a  number  of  governmental  authorities,  including  regulations
relating to health,  safety,  cleanliness and food handling,  as well as federal
and state laws  governing  such  matters as working  conditions,  overtime,  tip
credits and minimum  wages.  The  Company's  travel center  operations  are also
subject to  extensive  laws and  regulations  governing  the sale of tobacco and
fireworks in New Mexico travel  centers.  In addition,  the Company has incurred
ongoing costs to comply with  federal,  state and local  environmental  laws and
regulations,  primarily  relating  to  underground  storage  tanks.  These costs
include  assessment,  compliance,  and  remediation  costs,  as well as  certain
ongoing capital expenditures relating to gasoline dispensing operations.

     Such regulations  include certain  mandatory  licensing  procedures and the
ongoing compliance measures, as well as special sales tax measures.  The Company
believes that operations at its eleven travel centers comply with all applicable
licensing  and  regulatory  requirements.  However,  any  failure to comply with
applicable regulations,  or the adoption of additional regulations or changes in
existing  regulations  could  impose  additional  compliance  costs,  require  a
cessation of certain  activities or otherwise have a material  adverse effect on
business and results of operations.

     THE COMPANY'S CURRENT CAPITALIZATION COULD DELAY, DEFER OR PREVENT A CHANGE
OF CONTROL.

     In the  Company's  Articles of  Incorporation,  pursuant to Nevada  Revised
Statues Section 78.378, the Company elected not to be governed by the provisions
of Nevada Revised  Statutes  Section 78.378 to 78.3793,  inclusive.  Pursuant to
Nevada  Revised  Statutes  Section  78.434,  the Company  also elected not to be
governed by the provisions of Nevada Revised Statutes Sections 78.411 to 78.444,
inclusive.  These statutes are sometimes referred to as "interested stockholder"
statutes and their purpose is to limit the way in which a stockholder may effect
a  business  combination  with the  corporation  without  board  or  stockholder
approval.  Because the Company has elected not to be governed by these statutes,
a person or entity could attempt a takeover, or attempt to acquire a controlling
interest  of, and effect a business  combination  with,  Bowlin  Travel  Centers
without the restrictions of these Nevada Revised Statutes provisions.

                                       19
<PAGE>

     However,  the Company's Board of Directors has the authority to issue up to
ten million  (10,000,000) shares of common stock, $.001 par value, and up to one
million  (1,000,000)  shares of preferred stock, $.001 par value, in one or more
series,  and to determine the price,  rights,  preferences and privileges of the
shares  of  each  such  series  without  any  further  vote  or  action  by  the
stockholders.  The rights of the holders of common stock will be subject to, and
may be  adversely  affected  by,  the  rights of the  holders  of any  shares of
preferred  stock that may be issued in the future.  The  issuance  of  preferred
stock  could have the effect of making it more  difficult  for a third  party to
acquire a majority  of the  outstanding  voting  stock of the  Company,  thereby
delaying, deferring or preventing a change of control of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of January 31, 2004, approximately $1.413 million of the Company's total
indebtedness  is  accruing  interest  at  variable  rates  tied to  LIBOR or the
respective  bank's  prime  lending  rate.  As such,  the  Company  is subject to
fluctuations  in  interest  rates that  could have a negative  impact on the net
income of the  Company.  In  addition,  it is likely  that  future  indebtedness
incurred  by the  Company  will be at  variable  rates  that  could  impact  the
Company's  ability to finance  internal  development and growth of the business.
The Company does not,  however,  believe that any risk  inherent in the variable
rate  nature of its debt is likely to have a  material  effect on its  financial
position, results of operations or liquidity.

     The Company has not entered into any market risk sensitive  instruments for
trading  purposes.  Further,  the Company does not currently have any derivative
instruments  outstanding  and  has  no  plans  to use  any  form  of  derivative
instruments to manage its business in the foreseeable future.

     Profit  margins on  gasoline  sales can be  adversely  affected  by factors
beyond the  control of the  Company,  including  supply and demand in the retail
gasoline  market,  price  volatility and price  competition  from other gasoline
marketers.  The  availability  and price of gas could have an adverse  impact on
general  highway  traffic.  The  Company  has not  entered  into  any  long-term
fixed-price supply agreements for gasoline.  Any substantial  decrease in profit
margins  on  gasoline  sales or number of  gallons  sold  could  have a material
adverse effect on the Company's gross margins and operating income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Following on next page.


                                       20
<PAGE>











                           BOWLIN TRAVEL CENTERS, INC.

                              Financial Statements

                            January 31, 2004 and 2003










                                       21
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Bowlin Travel Centers, Inc.
Albuquerque, New Mexico


We have audited the accompanying  balance sheets of Bowlin Travel Centers,  Inc.
as of  January  31,  2004  and  2003,  and the  related  statements  of  income,
stockholders'  equity and cash  flows for each of the three  years in the period
ended January 31, 2004. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Bowlin Travel Centers, Inc. at
January 31, 2004 and 2003,  and the results of its operations and its cash flows
for each of the three years in the period ended  January 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.


/s/ NEFF & RICCI LLP

Albuquerque, New Mexico
March 26, 2004



                                       22
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.
                                 BALANCE SHEETS
                            JANUARY 31, 2004 AND 2003
<TABLE>
<CAPTION>
                                   ASSETS                                2004          2003
                                                                     -----------   -----------
<S>                                                                  <C>             <C>
Current assets:
  Cash and cash equivalents                                          $ 2,239,723     2,416,265
  Accounts receivable                                                     70,148       106,350
  Accounts receivable - related parties                                   37,165         4,175
  Inventories                                                          3,252,721     3,093,936
  Prepaid expenses                                                       512,537       308,606
  Mortgages receivable, current maturities                                    --         8,790
  Notes receivable, current maturities                                    19,004        32,957
                                                                     -----------   -----------
          Total current assets                                         6,131,298     5,971,079
                                                                     -----------   -----------
Property and equipment, net                                           10,430,342     9,166,847
Intangible assets, net                                                   204,409       239,877
Interest receivable                                                       22,142        26,936
Investment in real estate                                                475,127       475,051
Mortgages receivable, less current portion                                    --       301,339
Notes receivable, less current portion                                   192,788       202,259
                                                                     -----------   -----------
          Total assets                                               $17,456,106    16,383,388
                                                                     ===========   ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                               $   786,283       646,571
  Accounts payable                                                     1,109,033       995,377
  Accrued salaries and benefits                                          197,059        32,583
  Accrued liabilities                                                    213,627       223,854
  Deferred revenue                                                        34,057        33,361
  Income taxes payable                                                        --         1,706
                                                                     -----------   -----------
          Total current liabilities                                    2,340,059     1,933,452
                                                                     -----------   -----------
Deferred income taxes                                                    793,300       589,600
Long-term debt, less current maturities                                3,368,586     3,400,069
                                                                     -----------   -----------
          Total liabilities                                            6,501,945     5,923,121
                                                                     -----------   -----------

Commitments and contingencies                                                 --            --

Stockholders' equity:
  Preferred stock, $.001 par value; 1,000,000 shares authorized,
     none issued or outstanding at January 31, 2004 and 2003                  --            --
  Common stock, $.001 par value; 10,000,000 shares authorized,
     4,583,348 issued and outstanding at January 31, 2004 and 2003         4,583         4,583
  Additional paid-in capital                                           9,775,192     9,775,192
  Retained earnings                                                    1,174,386       680,492
                                                                     -----------   -----------
          Total stockholders' equity                                  10,954,161    10,460,267
                                                                     -----------   -----------
          Total liabilities and stockholders' equity                 $17,456,106    16,383,388
                                                                     ===========   ===========
</TABLE>
See accompanying notes to financial statements.

                                       23
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                       YEARS ENDED JANUARY 31,
                                           --------------------------------------------
                                                2004            2003            2002
                                           ------------    ------------    ------------
<S>                                        <C>               <C>             <C>
Gross sales                                $ 21,951,744      22,602,811      23,649,381
Less discounts on sales                        (485,233)       (419,413)       (425,279)
                                           ------------    ------------    ------------

          Net sales                          21,466,511      22,183,398      23,224,102

Cost of goods sold                           13,449,655      14,332,798      15,973,719
                                           ------------    ------------    ------------

          Gross profit                        8,016,856       7,850,600       7,250,383

General and administrative expense           (6,572,708)     (6,329,558)     (6,069,578)
Depreciation and amortization                  (685,051)       (734,946)       (751,857)
                                           ------------    ------------    ------------

          Operating income                      759,097         786,096         428,948


Other income (expense):
  Interest income                                89,973         106,342         134,392
  Gain on sale of property and equipment         53,615           3,945          34,969
  Rental income                                  89,175          87,462          86,425
  Miscellaneous                                   1,347          40,018           6,398
  Interest expense                             (184,513)       (219,105)       (401,498)
                                           ------------    ------------    ------------
          Total other income (expense)           49,597          18,662        (139,314)
                                           ------------    ------------    ------------

          Income before income taxes            808,694         804,758         289,634


Income taxes                                    314,800         297,500         116,400
                                           ------------    ------------    ------------

          Net income                       $    493,894         507,258         173,234
                                           ============    ============    ============
Earnings per share:
Weighted average common shares
   Outstanding                                4,583,348       4,583,348       4,583,348
                                           ============    ============    ============

   Basic and diluted                       $       0.11            0.11            0.04
                                           ============    ============    ============
</TABLE>

See accompanying notes to financial statements.


                                       24
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE YEARS ENDED JANUARY 31, 2004, 2003 AND 2002
<TABLE>
<CAPTION>

                                             COMMON     ADDITIONAL
                                NUMBER       STOCK,      PAID-IN      RETAINED
                               OF SHARES     AT PAR      CAPITAL      EARNINGS       TOTAL
                              ----------   ----------   ----------   ----------   ----------
<S>                           <C>          <C>          <C>          <C>          <C>
Balance at January 31, 2001    4,583,348   $    4,583    9,775,192           --    9,779,775
Net income                            --           --           --      173,234      173,234
                              ----------   ----------   ----------   ----------   ----------

Balance at January 31, 2002    4,583,348        4,583    9,775,192      173,234    9,953,009
Net income                            --           --           --      507,258      507,258
                              ----------   ----------   ----------   ----------   ----------

Balance at January 31, 2003    4,583,348        4,583    9,775,192      680,492   10,460,267
Net income                            --           --           --      493,894      493,894
                              ----------   ----------   ----------   ----------   ----------

Balance at January 31, 2004    4,583,348   $    4,583    9,775,192    1,174,386   10,954,161
                              ==========   ==========   ==========   ==========   ==========
</TABLE>

See accompanying notes to financial statements.


                                       25
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        YEARS ENDED JANUARY 31,
                                                              -----------------------------------------
                                                                  2004           2003           2002
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash flows from operating activities:
  Net income                                                  $   493,894        507,258        173,234
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation and amortization                               685,051        734,946        751,857
      Amortization of loan fee                                     23,922         27,902         26,093
      Gain on sale of property and equipment                      (53,615)        (3,945)       (34,969)
      Provision (benefit) for deferred income taxes               203,700        (36,500)        12,700
      Changes in operating assets and liabilities
        Accounts receivable                                         3,212        159,384        344,366
        Inventories                                              (158,785)       (97,663)       428,472
        Prepaid expenses and other                               (203,931)       (28,707)        24,902
        Accounts payable and accrued liabilities                  268,601         16,477       (925,165)
        Income taxes                                               (1,706)         1,706       (114,300)
                                                              -----------    -----------    -----------
        Net cash provided by operating activities               1,260,343      1,280,858        687,190
                                                              -----------    -----------    -----------
Cash flows from investing activities:
  Proceeds from sale of assets                                    300,461          4,875         71,300
  Purchases of property and equipment                          (2,171,328)      (501,197)      (640,872)
  Accrued interest receivable                                       4,794           (101)            --
  Investment in real estate                                           (76)      (475,051)            --
  Increase in mortgages receivable                                     --             --       (345,000)
  Payments received from mortgages receivable                     310,129         34,492            379
  Increase in notes receivable                                    (10,000)            --        (44,500)
  Payment received from notes receivable                           33,424         39,035        155,921
                                                              -----------    -----------    -----------
        Net cash provided by (used in) investing activities    (1,532,596)      (897,947)      (802,772)
                                                              -----------    -----------    -----------
Cash flows from financing activities:
  Payments on long-term debt                                     (652,021)      (722,694)    (1,256,135)
  Payments for debt issuance costs                                (12,518)            --             --
  Proceeds from borrowings                                        760,250         85,000             --
                                                              -----------    -----------    -----------
        Net cash provided by (used in) financing activities        95,711       (637,694)    (1,256,135)
                                                              -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents             (176,542)      (254,783)    (1,371,717)
Cash and cash equivalents at beginning of year                  2,416,265      2,671,048      4,042,765
                                                              -----------    -----------    -----------

Cash and cash equivalents at end of year                      $ 2,239,723      2,416,265      2,671,048
                                                              ===========    ===========    ===========

                                                                                            (Continued)
</TABLE>

                                       26
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        YEARS ENDED JANUARY 31,
                                                              -----------------------------------------
                                                                  2004           2003           2002
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Supplemental disclosure of cash flow information:

  Cash paid for interest                                      $   184,513        219,105        401,498
                                                              ===========    ===========    ===========

  Cash paid for income taxes                                  $   112,806        331,510        103,700
                                                              ===========    ===========    ===========

Noncash investing and financing activities:

      Property and equipment in exchange for
         note payable                                         $        --             --         30,554
                                                              ===========    ===========    ===========
      Like-kind exchange of property and
         equipment                                            $        --             --        155,576
                                                              ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.


                                       27
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  DESCRIPTION OF BUSINESS

          Bowlin  Travel  Centers,  Inc.  (BTC or the  Company)  is  located  in
          Albuquerque,  New Mexico. The Company's  principal business activities
          include the operation of  full-service  travel centers and restaurants
          which offer  brand-name  food and  gasoline,  and a unique  variety of
          Southwestern  merchandise to the traveling  public in the Southwestern
          United States, primarily New Mexico.

          BTC's articles of incorporation  authorize 10,000,000 shares of common
          stock ($.001 par value) and 1,000,000 shares of preferred stock ($.001
          par  value)  which  can be issued  at the  discretion  of the Board of
          Directors.

     (b)  CASH AND CASH EQUIVALENTS

          The Company  considers all liquid  investments  with maturity of three
          months or less when  purchased  to be cash  equivalents.  The  Company
          places  its  temporary  cash in  investments  with a  local  financial
          institution.   Excess  collected  funds  are  invested  in  securities
          repurchase  agreements and are  collateralized by securities with fair
          market  values of 102 percent.  The  remaining  funds at year-end were
          covered by Federal Deposit Insurance Corporation insurance.

     (c)  INVENTORIES

          Inventories  consist  primarily of merchandise and gasoline for resale
          and are stated at the lower of cost or market  value,  with cost being
          determined using the first-in, first-out (FIFO) method.

     (d)  PROPERTY AND EQUIPMENT

          Property and equipment are carried at cost.  Maintenance  and repairs,
          including the  replacement  of minor items,  are expensed as incurred,
          and  major  additions  to  property  and  equipment  are  capitalized.
          Depreciation is provided by the Company using primarily  straight-line
          as well as accelerated methods.

     (e)  INTANGIBLE ASSETS

          Debt issuance  costs are deferred and amortized  over the terms of the
          respective  borrowings  on a  straight-line  basis  for the  revolving
          portion and the interest  method for the term note portion.  Franchise
          fees are  amortized on a  straight-line  basis over the shorter of the
          life of the related  franchise  agreements or the periods estimated to
          be benefited, ranging from fifteen to twenty-five years.

     (f)  SALES AND COST RECOGNITION

          Sales  of  merchandise  are  recognized  at the  time of sale  and the
          associated costs of the merchandise are included in cost of sales.

                                       28
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


     (g)  INCOME TAXES

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their   respective  tax  bases  and  operating  loss  and  tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     (h)  IMPAIRMENT OF LONG-LIVED  ASSETS AND LONG-LIVED  ASSETS TO BE DISPOSED
          OF

          The Company  reviews its  long-lived  assets and certain  identifiable
          intangibles for impairment whenever events or changes in circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison of the carrying amount of an asset to future net cash flows
          expected to be generated by the asset.  If such assets are  considered
          to be impaired,  the  impairment  to be  recognized is measured by the
          amount by which the  carrying  amount of the assets  exceeds  the fair
          value of the  assets.  Assets to be  disposed  of are  reported at the
          lower of the carrying amount of fair value less costs to sell.

     (i)  FINANCIAL INSTRUMENTS

          The Company's  financial  instruments  are cash and cash  equivalents,
          accounts  receivable,  notes  receivable,  accounts  payable,  accrued
          liabilities and long-term debt. The carrying  amounts of cash and cash
          equivalents,  accounts receivable, notes receivable, accounts payable,
          accrued liabilities and long-term debt approximate fair value.

     (j)  USE OF ESTIMATES

          Management  of  the  Company  has  made  a  number  of  estimates  and
          assumptions  relating to the reporting of assets and  liabilities  and
          the disclosure of contingent  assets and  liabilities to prepare these
          consolidated   financial   statements  in  conformity  with  generally
          accepted accounting principles. Actual results could differ from those
          estimates.

     (k)  EARNINGS PER SHARE

          Earnings  per share of common  stock,  both  basic  and  diluted,  are
          computed by dividing net income by the weighted  average common shares
          outstanding,  assuming the shares distributed on January 30, 2001 were
          outstanding for all periods  presented.  Diluted earnings per share is
          calculated  in the same  manner as basic  earnings  per share as there
          were no  potential  dilutive  securities  outstanding  for all periods
          presented.

                                       29
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


     (l)  RECLASSIFICATIONS

          Certain  2003  amounts  have  been  reclassified  to  conform  to 2004
          presentation. Such reclassifications had no effect on net income.

     (m)  ACCOUNTS RECEIVABLE

          Accounts  receivable  are carried at original  invoice  amount less an
          estimate  made for  doubtful  receivables  based  on a  review  of all
          outstanding  amounts on a monthly  basis.  Management  determines  the
          allowance for doubtful  accounts by identifying  troubled accounts and
          by using  historical  experience  applied  to an  aging  of  accounts.
          Accounts  receivable  are  written  off  when  deemed   uncollectible.
          Recoveries of accounts receivable  previously written off are recorded
          when received.

          Management   believes   that  all   accounts   receivable   are  fully
          collectable.  Therefore,  no allowance for doubtful accounts is deemed
          to be required.

(2)  MORTGAGES RECEIVABLE

     Mortgages  receivable  as of  January  31,  2004  and 2003  consist  of the
     following:

                                                        2004        2003
                                                     ---------   ---------
          14% note, due $560 monthly through
            November 1, 2004 (including interest)    $      --   $  17,567
          14% note, due $1,243 monthly through
            November 15, 2004 (including interest)          --      95,065
          13% note, due $586 monthly through
            December 20, 2006 (including interest)          --      49,433
          12.5% note, due $1,134 monthly through
            December 1, 2005 (including interest)           --      98,626
          12% note, due $586 monthly through
            January 18, 2007  (including interest)          --      49,438
                                                     ---------   ---------
                                                            --     310,129
          Less current portion                              --      (8,790)
                                                     ---------   ---------
                                                     $      --   $ 301,339
                                                     =========   =========

     All mortgages receivable were collateralized by land and buildings.  In the
     event of default, foreclosure would occur and the property would be sold to
     pay the balance of the loans.  The Company  had a first  priority  security
     interest in the property securing the loans.

     As of  January  31,  2004,  all  mortgages  receivable  were paid off.  The
     mortgages were at a high interest  rate.  Financing was secured at a lesser
     interest rate and the mortgages  were paid off. There were no early pay off
     penalties.

                                       30
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


(3)  NOTES RECEIVABLE

     Notes receivable as of January 31, 2004 and 2003 consist of the following:

                                                            2004         2003
                                                         ---------    ---------
     8% note, due $37,500 annually through
       2004 (including interest) with the balance
       due in 2005 (a)                                   $ 172,003      174,889
     9% note, due $691 monthly through June 1,
       2008 (including interest) (b)                        29,789       35,597
     10% note, due $1,592 monthly through
       October 1, 2003 (including interest) (c)                 --       13,749
     10% note, due $1,090 monthly through
       October 15, 2003  (including interest)                   --       10,981
     7% note, due $10,000 annually in 2004
       (unsecured)                                          10,000           --
                                                         ---------    ---------
                                                           211,792      235,216
     Less current portion                                  (19,004)     (32,957)
                                                         ---------    ---------
                                                         $ 192,788      202,259
                                                         =========    =========
------------------

     (a)  Collateralized  by land and  improvements  and equipment  sold. In the
          event of  default,  the  property  and  equipment  revert  back to the
          Company.
     (b)  Collateralized by land and buildings sold. In the even of default, the
          property reverts back to the Company.
     (c)  Collateralized  by the equipment  sold.  In the event of default,  the
          equipment reverts back to the Company.

     The gain on the sale of property  related to the 8.0% note  receivable  was
     $248,699,  of which  $14,625 was  recognized  initially  and  $234,074  was
     deferred.  As payments are received they are recognized as income using the
     installment method. The deferred gain of $210,143 as of January 31, 2004 is
     reflected as a reduction to the note receivable in the accompanying balance
     sheet.  In May of 2005,  the Company  anticipates  receiving  the remaining
     balloon  payment of  $375,216  which  includes a deferred  gain of $206,331
     which will be received and recognized as income.

     Management  believes  that all  notes  receivable  are  fully  collectable.
     Therefore, no allowance is deemed to be required.

                                       31
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


(4)  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at January 31:

                                     ESTIMATED
                                    LIFE (YEARS)      2004            2003
                                    ------------  ------------    ------------

     Land                                         $  2,606,925       2,561,999
     Buildings and improvements       10 - 40        7,762,510       7,422,229
     Machinery and equipment           3 - 10        6,419,054       5,897,080
     Autos, trucks and mobile homes    3 - 10        1,580,942       1,398,771
     Billboards                       15 - 20        1,427,686       1,283,065
     Construction in progress                          511,600          54,225
                                                  ------------    ------------

     Less accumulated depreciation                  (9,878,375)     (9,450,522)
                                                  ------------    ------------

                                                  $ 10,430,342       9,166,847
                                                  ============    ============

     On October  30, 2003 the Company  sold one of its Dairy  Queens  located in
     Deming, New Mexico. Certain assets, including building and equipment,  were
     sold to a third party for $150,000 cash and a note  receivable for $10,000.
     The note  receivable has a stated  interest rate of 7% with the balance due
     August 2004. The assets sold had a carrying value of $164,292.  The loss on
     the sale of the Dairy Queen was $4,292.

(5)  INTANGIBLE ASSETS

     Intangible assets, at cost, consist of the following at January 31:

                                                  2004         2003
                                               ---------    ---------

     Franchise fees                            $ 132,442      192,442
     Debt issuance costs                         323,790      311,272
                                               ---------    ---------
                                                 456,232      503,714
     Less accumulated amortization              (251,823)    (263,837)
                                               ---------    ---------
                                               $ 204,409      239,877
                                               =========    =========

(6)  INVESTMENT IN REAL ESTATE

     Approximately  twelve acres of previously  undeveloped  land in Alamogordo,
     New Mexico was  sub-divided  into  thirty-five  approximately  quarter-acre
     residential  lots. The subdivision  includes paved roads,  fencing,  water,
     sewer and  electricity.  Two  manufactured  homes have been  purchased  and
     installed and a realtor listed the property.

     On December 9, 2003,  the Company  sold one of the lots and a  manufactured
     home to a third  party for  $74,500  cash.  The assets  sold had a carrying
     value of $55,699. The cost associated with the sale was $4,917. The gain on
     the sale of the lot and manufactured home was $13,884.

                                       32
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


(7)  SHORT-TERM BORROWING

     In July 2003,  the Company  entered into a  $2,000,000  open line of credit
     with one of its existing  lenders.  The Company  borrowed  $760,250  during
     fiscal year 2004 that was turned into permanent  financing in January 2004.
     As of January 31, 2004, $1,240,000 remains on the open line of credit which
     will mature July 2004 and  requires  variable  interest at the bank's prime
     rate (4% at January 31, 2004).

(8)  LONG-TERM DEBT

     Long-term debt consists of the following at January 31:

                                                          2004          2003
                                                       ----------    ----------

     Due bank, maturity November 2005, variable        $1,412,886     1,799,091
       interest (3.179% at January 31, 2004),
       monthly installments of $37,398, secured
       by buildings and equipment
     Due bank, maturity October 2013, variable
       interest (4% at January 31, 2004),
       monthly installments of $10,317, secured
       by land and buildings                              650,859       745,153
     Due bank, maturity October 2013, variable
       interest (4% at January 31, 2004),
       monthly installments of $6,081, secured
       by land and buildings                              389,730       445,056
     Due bank, maturity November 2005, variable
       interest at index rate (4% at January 31,
       2004), monthly installments of $4,920
       secured by buildings and equipment                 337,585       380,907
     Due bank, maturity November 2005, variable
       interest at index rate (4% at January 31,
       2004), monthly installments of $7,517,
       secured by buildings and equipment                 524,805       591,433
     Due bank, maturity January 2011, variable
       interest at index rate (4% at January 31,
       2004), monthly installments of $10,290,
       secured by buildings and equipment                 760,250            --
     Due bank, maturity January 2013, interest
       at 6%, monthly installments of $944,
       secured by land                                     78,754        85,000
                                                       ----------    ----------
                                                        4,154,869     4,046,640
     Less current maturities                             (786,283)     (646,571)
                                                       ----------    ----------
                                                       $3,368,586     3,400,069
                                                       ==========    ==========


                                       33
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


     Future  maturities of long-term debt for the years ending January 31 are as
     follows:

                 2005                                $  786,283
                 2006                                 1,637,997
                 2007                                   357,854
                 2008                                   372,594
                 2009                                   387,944
                 Thereafter                             612,197
                                                     ----------
                    Total                            $4,154,869
                                                     ==========

(9)  INCOME TAXES

     Income taxes consist of the following for the years ended January 31:

                         CURRENT        DEFERRED         TOTAL
                        ---------      ----------      ---------
     2004:
       U.S. Federal     $  92,600         169,700        262,300
       State               18,500          34,000         52,500
                        ---------      ----------      ---------
                        $ 111,100         203,700        314,800
                        =========      ==========      =========
     2003:
       U.S. Federal     $ 278,300         (30,400)       247,900
       State               55,700          (6,100)        49,600
                        ---------      ----------      ---------
                        $ 334,000         (36,500)       297,500
                        =========      ==========      =========
     2002:
       U.S. Federal     $  86,400          10,600         97,000
       State               17,300           2,100         19,400
                        ---------      ----------      ---------
                        $ 103,700          12,700        116,400
                        =========      ==========      =========

     Income tax expense  differed from the amounts computed by applying the U.S.
     federal  income tax rate of 34 percent to pre-tax income as a result of the
     following for the years ended January 31:

                                            2004       2003        2002
                                          --------   --------    --------

     Computed "expected" tax              $274,956    273,618      98,476
     State income taxes, net of federal
        tax benefit                         34,673     32,761      12,825
     Other                                   5,171     (8,879)      5,099
                                          --------   --------    --------
           Total                          $314,800    297,500     116,400
                                          ========   ========    ========

                                       34
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the deferred tax assets and  deferred  tax  liabilities  are as
     follows at January 31:

                                                           2004         2003
                                                        ---------    ---------
     Deferred tax assets -
       Compensated  absences, principally  due  to
         accrual for financial reporting purposes       $ (11,991)      51,030
                                                        ---------    ---------
             Total gross deferred tax assets              (11,991)      51,030

     Deferred tax liabilities:
       Property  and  equipment,  principally  due to
         differences in depreciation                      792,773      614,282
       Other                                              (11,464)      26,348
                                                        ---------    ---------
             Total gross deferred liabilities             781,309      640,630
                                                        ---------    ---------
             Net deferred tax liability                 $ 793,300      589,600
                                                        =========    =========

     There was no valuation  allowance for deferred tax assets as of January 31,
     2004, 2003 or 2002.  Based upon the level of historical  taxable income and
     projections  for  future  taxable  income  over the  periods  in which  the
     deferred tax assets are deductible,  management  believes it is more likely
     than not that the Company  will  realize the  benefits of these  deductible
     differences.

(10) PROFIT-SHARING PLAN

     The Company maintains a qualified defined contribution  profit-sharing plan
     that covers substantially all employees.  The plan year end is December 31.
     The  elected  salary  reduction  is  subject  to limits as  defined  by the
     Internal  Revenue Code. The Company  provides a matching  contribution  and
     additional  discretionary  contributions as determined by resolution of the
     board of directors.  Legal and accounting  expenses related to the plan are
     absorbed by the Company. The Company's  contributions to the profit-sharing
     plan were  $48,806,  $69,886  and  $59,022 in fiscal  2004,  2003 and 2002,
     respectively.

(11) COMMITMENTS AND CONTINGENCIES

     The  Company  leases  land at several of its  retail  operating  locations.
     Included  in  general  and  administrative  expenses  in  the  accompanying
     statements  of income is rental  expense for these land leases of $246,528,
     $229,724 and $234,676 for the years ended January 31, 2004,  2003 and 2002,
     respectively.  The Company  also  leases  land where  several of its retail
     billboards  are located and rent  expense  for these  leases was  $117,148,
     $138,126 and $132,730 for the years ended January 31, 2004,  2003 and 2002,
     respectively.

     The lease agreements for the various  locations include 5 to 30 year leases
     with  remaining  lives on those leases ranging from  approximately  5 to 15
     years at January  31,  2004.  Contingent  rentals  are  generally  based on
     percentages of specified gross  receipts.  Several leases include terms for

                                       35
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


     computation  of rent expense as the greater of a percent of gross  receipts
     or a percent of land value as defined  by the  lease.  In most  cases,  the
     Company is  responsible  for certain  repairs and  maintenance,  insurance,
     property taxes or property tax increases, and utilities.

     Future minimum rental payments under these leases are as follows:

                        Year ending January 31:

                             2005                  $  210,449
                             2006                     186,023
                             2007                     124,227
                             2008                     114,791
                             2009                     110,579
                             Thereafter             1,659,774
                                                   ----------

                             Total                 $2,405,843
                                                   ==========

     The  Company  has  forecasted  approximately  $2.0  million  to build a new
     facility  during fiscal year 2005. The Company  expects to use debt sources
     to fund this  commitment.  As of January 31, 2004,  $155,387 had been spent
     for the new facility.

     The  Company's  gasoline  agreements  with  ExxonMobil  and  CITGO  require
     gasoline  purchase ranges from a low of 78,000 gallons to a high of 234,000
     gallons per month.  The Company  determines  the amount of gasoline it will
     purchase under the  agreements  based on what it believes its needs will be
     for gasoline, including seasonal demands. These determinations are based on
     historical  sales and internal  forecasts.  Since the effective date of the
     ExxonMobil  distribution  agreement,  purchases of ExxonMobil products have
     not met the  minimum  quantities.  Since  the  effective  date of the CITGO
     agreement,  purchases  have not met the  minimum  quantities.  There are no
     penalties associated with not meeting the minimum quantities  ExxonMobil or
     CITGO. Additionally,  the minimum quantities can be increased or decreased,
     as  applicable,  to accommodate  additional  travel  centers,  or losses of
     travel centers.

(12) RELATED PARTY TRANSACTIONS

     Wholesale gasoline  distribution  sales were sold to a Stuckey's  franchise
     travel  center not owned by the Company.  The travel center is owned by the
     niece of Michael L. Bowlin. The sales with the associated cost of goods and
     gross profit consist of the following for the year ending January 31:

                                    2004         2003         2002
                                 ----------   ----------   ----------

            Gross sales          $1,399,527    1,179,052    1,311,206
            Cost of goods sold    1,355,553    1,144,956    1,257,959
                                 ----------   ----------   ----------

            Gross profit         $   43,974       34,096       53,247
                                 ==========   ==========   ==========

                                       36
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2004


(13) SUBSEQUENT EVENT

     On March 24, 2004, the Company disposed of land and building located in Las
     Cruces,  New Mexico to a third party.  The assets had a carrying book value
     of approximately  $268,000.  The Company  exchanged the assets for land and
     building  adjacent  to the  Company's  warehouse  facility  located  in Las
     Cruces,  New Mexico.  The fair value of assets  received  and the  carrying
     value of the assets  exchanged  by the  Company  was  approximately  equal.
     Therefore, no gain or loss was recorded on the transaction.


                                       37
<PAGE>

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

     None.

ITEM 9A. CONTROLS AND PROCEDURES

     The Company's  management,  with the  participation  of the Chief Executive
Officer and Chief Financial  Officer,  has concluded,  based on the valuation of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules  13a-15(e) or 15d-15(e)) as required by paragraph (b)
of  Exchange  Act Rules  13a-15 or 15d-15,  that as of  January  31,  2004,  the
Company's  disclosure  controls and  procedures  were  effective and designed to
ensure that information  required to be disclosed by the Company in reports that
it files under the Exchange Act is recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  information  regarding  the  officers and
directors of Bowlin Travel  CENTERS.  A summary of the background and experience
of each of these individuals is set forth after the table.

     NAME               AGE                   POSITION

Michael L. Bowlin       60    Chairman of the Board, President and Chief
                              Executive Officer
William J. McCabe       54    Senior Vice President - Management
                              Information Systems, Secretary, Treasurer and
                              Director
David B. Raybould       51    Director
Nina J. Pratz           52    Chief Financial Officer, Senior Vice
                              President and Director
Kim D. Stake            48    Chief Administrative Officer, Vice
                              President and Director

     MICHAEL L. BOWLIN. Mr. Bowlin has served as Chairman of the Board and Chief
Executive  Officer,  President  and as a Director of the Company since August of
2000. Mr. Bowlin served as Chairman of the Board and Chief Executive  Officer of
Bowlin  Outdoor from 1991 through  January of 2001,  and as President  from 1983
through 1991.  Mr. Bowlin had been  employed by Bowlin  Outdoor since 1968.  Mr.
Bowlin holds a Bachelor's degree in Business  Administration  from Arizona State
University.

                                       38
<PAGE>

     WILLIAM  J.  MCCABE.  Mr.  McCabe  has  served  as Senior  Vice  President,
Management  Information Systems,  Secretary,  Treasurer and as a Director of the
Company  since  August of 2000.  Mr.  McCabe  served as a member of the Board of
Directors of Bowlin  Outdoor from 1983 until  August  1996.  Prior to 1997,  Mr.
McCabe served as Senior Vice President - Advertising Services from 1993 to 1996,
Vice President of Outdoor  Operations from 1988 to 1992 and as Vice President of
Accounting  from 1984 to 1987. Mr. McCabe has been employed by the Company since
1976 in such additional  capacities as a Staff  Accountant and  Controller.  Mr.
McCabe  holds a  Bachelor's  degree in Business  Administration  from New Mexico
State University.

     DAVID B. RAYBOULD.  Mr. Raybould has been employed as a sales  professional
by Xpedx, a division of  International  Paper Company from 1995 until June 2002.
During his  employment  with Xpedx,  Mr.  Raybould  was a  consultant  to small,
independent  business firms as well as many Fortune 500 companies.  Mr. Raybould
holds a Bachelor's degree in Business  Administration from the University of New
Mexico.

     NINA J. PRATZ.  Ms. Pratz has served as the Company's Senior Vice President
and Chief  Financial  Officer  since  April of 2001.  Ms.  Pratz has served as a
member of the Bowlin  Outdoor's Board of Directors from 1976 until January 2001.
Prior to 1997,  Ms.  Pratz  served  as Chief  Administrative  Officer  of Bowlin
Outdoor   since  1988.   Ms.  Pratz  holds  a  Bachelor's   degree  in  Business
Administration from New Mexico State University.

     KIM  D.  STAKE.   Ms.  Stake  has  served  as  Vice   President  and  Chief
Administrative Officer since April of 2002. Ms. Stake has been employed with the
Company  since  December  1997.  Ms.  Stake also  serves in such  capacities  as
Controller and SEC compliance. Prior to December 1997, Ms. Stake was employed in
public   accounting.   Ms.   Stake  holds  a   Bachelor's   degree  in  Business
Administration from the University of New Mexico.

     In  lieu of an  Audit  Committee,  the  Company's  Board  of  Directors  is
responsible for reviewing and making recommendations concerning the selection of
outside auditors,  reviewing the scope,  results and effectiveness of the annual
audit of the Company's  financial  statements and other services provided by the
Company's  independent public  accountants.  The Board of Directors also reviews
the Company's internal accounting controls, practices and policies. The Board of
Directors has not made a determination  as to whether any of the current members
qualify as an "audit committee financial expert".

     The Company  promotes  accountability  for  adherence to honest and ethical
conduct;  endeavors to provide full, fair,  accurate,  timely and understandable
disclosure in reports and documents  that the Company files with the  Commission
and in other public  communications made by the Company;  strive to be compliant
with applicable  governmental  laws, rules and regulations;  and promotes prompt
internal  reporting of violations of the code of ethics to an appropriate person
or  persons.  The Company has not  formally  adopted a written  code of business
conduct  and  ethics  that  governs to the  Company's  employees,  officers  and
directors as the  amendment to Item 406 of  Regulation  S-K does not require the
Company to do so.

ITEM 11. EXECUTIVE COMPENSATION

     No  employee  or officer  of Bowlin  Travel  Centers  has  entered  into an
employment  agreement with Bowlin Travel Centers,  nor do we anticipate entering
into any employment agreements in the future.

                                       39
<PAGE>

     The  following  table  summarizes  all  compensation  paid by Bowlin Travel
Centers,  Inc. to its Chief  Executive  Officer for services  rendered to Bowlin
Travel  Centers,  Inc.  during the fiscal years ended January 31, 2004, 2003 and
2002. The Company has no other  executive  officer whose total annual salary and
bonus paid to them by Bowlin Travel Centers, Inc. exceeded $100,000 for the most
recent  fiscal  year.  All   information   set  forth  in  this  table  reflects
compensation  earned  by these  individuals  for  services  with  Bowlin  Travel
Centers.
<TABLE>
<CAPTION>
                                                                       |  LONG TERM  |
                                                                       |COMPENSATION |
                                              ANNUAL COMPENSATION      |   AWARDS    |
                                         ----------------------------- |------------ |
                                                             OTHER     | SECURITIES  |
                                                             ANNUAL    | UNDERLYING  | ALL OTHER
                               FISCAL    SALARY    BONUS    COMPENSA-  |  OPTIONS/   | COMPENSA-
NAME AND PRINCIPAL POSITION     YEAR     ($)(1)     ($)      TION ($)  |  SARS (#)   |  TION ($)
---------------------------    ------   --------   ------  ----------- | ----------- | ---------
<S>                            <C>      <C>        <C>     <C>           <C>           <C>
Michael L. Bowlin               2004      97,550   35,000   16,664 (2) |      --     |     --
  Chairman of the Board,        2003     101,300   35,000   16,823 (2) |      --     |     --
  President, CEO &              2002     116,300       --   15,974 (2) |      --     |     --
  Director
</TABLE>
------------------

(1)  Includes  amounts  deferred at the election of the CEO to be contributed to
     his 401(k) Profit Sharing Plan account.

(2)  Amount for 2004 includes (i) $1,620 of Bowlin Travel Centers  discretionary
     matching contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan
     account;  (ii)  $8,544  for  premiums  on term  life,  auto and  disability
     insurance  policies of which Mr. Bowlin or his wife is the owner; and (iii)
     $6,500 for Mr. Bowlin's car allowance.  Amount for 2003 includes (i) $1,784
     of Bowlin Travel Centers discretionary matching contributions  allocated to
     Mr. Bowlin's  401(k) Profit Sharing Plan account;  (ii) $8,289 for premiums
     on term life, auto and disability insurance policies of which Mr. Bowlin or
     his wife is the owner;  and (iii) $6,750 for Mr.  Bowlin's use of a company
     owned   vehicle.   Amount  for  2002   includes   (i)  $2,216  of  Bowlin's
     discretionary  matching  contributions  allocated  to Mr.  Bowlin's  401(k)
     Profit  Sharing Plan account;  (ii) $7,758 for premiums on term life,  auto
     and  disability  insurance  policies of which Mr. Bowlin or his wife is the
     owner; and (iii) $6,000 for Mr. Bowlin's use of a company owned vehicle

COMPENSATION OF DIRECTORS

     Directors who are not employees of the Company are entitled to receive $500
per each meeting of the Board of Directors, or any committee thereof,  attended.
Directors do not receive any other compensation for services as directors of the
Company.

                                       40
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of January  31,  2004,  there were  4,583,348  shares of Bowlin  Outdoor
common stock outstanding. The following table sets forth the number of shares of
common stock  beneficially  owned by (i) all persons  known by the Company to be
the  beneficial  owners of more than five percent of the  outstanding  shares of
common stock; (ii) each Director of the Company; (iii) the executive officers of
the Company;  and (iv) all Directors and executive  officers of the Company as a
group.

                                       AMOUNT AND NATURE OF          PERCENT OF
NAME OF BENEFICIAL OWNER              BENEFICIAL OWNERSHIP(3)         CLASS(4)
-------------------------             -----------------------        ----------

Michael L. Bowlin (5)(1)                    2,818,536                   61.5%

William J. McCabe (1)                          64,548                    1.4%

Nina J. Pratz (1)                             116,802                    2.5%

Kim D. Stake (1)                                *                         *

David B. Raybould (1)                           --                        --

Monica A. Bowlin (6)(1)                     2,818,536                   61.5%

Jonathan Brooks (2)                           585,550                   12.8%

All directors and executive                 2,999,886                   65.4%
officers as a group (5 persons)

-------------------------------
*  Less than 1.0%

(1)  Address is c/o Bowlin Travel Centers,  Inc., 150 Louisiana NE, Albuquerque,
     NM, 87108.

(2)  Address is 1999 Avenue of the Stars, Suite 2040, Los Angeles, CA, 90067.

(3)  Unless  otherwise  noted and  subject to  community  property  laws,  where
     applicable,  the  persons  named in the table  above  have sole  voting and
     investment  power  with  respect  to all  shares of  Common  Stock as shown
     beneficially owned by them.

(4)  The  shares  and  percentages  shown  include  the  shares of common  stock
     actually owned as of April 15, 2004.

(5)  Includes  425,687 shares held by Mr.  Bowlin's wife and 171,332 shares held
     by each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
     aggregate  of  513,996  of such  shares,  which  are  held by  three of his
     daughters.

(6)  Includes  1,878,853 shares held by Mrs. Bowlin's husband and 171,332 shares
     held by each of her  three  daughters.  Mrs.  Bowlin  disclaims  beneficial
     ownership  of an  aggregate  of 513,996 of such  shares,  which are held by
     three of her daughters.

                                       41
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     WHOLESALING  TO RELATIVE OF OFFICER AND DIRECTOR AND  STOCKHOLDER OF BOWLIN
TRAVEL CENTERS

     Wholesale gasoline  distribution  sales were sold to a Stuckey's  franchise
travel center not owned by the Company.  The travel center is owned by the niece
of Michael L.  Bowlin.  The sales  with the  associated  cost of goods and gross
profit consist of the following the year ended January 31:

                                     2004         2003         2002
                                  ----------   ----------   ----------

             Gross sales          $1,399,527    1,179,052    1,311,206
             Cost of goods sold    1,355,553    1,144,956    1,257,959
                                  ----------   ----------   ----------

             Gross profit         $   43,974       34,096       53,247
                                  ==========   ==========   ==========

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

     The Board of Directors approves the fees and other significant compensation
to be paid to the  independent  auditors for the purpose of preparing or issuing
an audit report or related work. The Company provides  appropriate  funding,  as
determined by the Board of Directors,  for payment of fees and other significant
compensation to the independent auditor. The Board of Directors also preapproves
all auditing services and permitted  non-audit services  (including the fees and
terms  thereof) to be  performed  for the Company by its  independent  auditors,
subject to the de minimis  exceptions  for non-audit  services  described in the
Securities Exchange Act of 1934.

     The  aggregate  fees  billed  by Neff + Ricci  LLP  ("Neff  +  Ricci")  for
professional  services  rendered for the audit of the Company's annual financial
statements for the fiscal year ended January 31, 2003, and for the review of the
financial  statements  included in the Company's  Quarterly Reports on Form 10-Q
for the fiscal year were approximately $35,000.


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Exhibits

     The exhibits as indexed below are included as part of this Form 10-K.

                                INDEX TO EXHIBITS

     3.1(1)    Form of  Certificate of Incorporation of  Bowlin  Travel Centers,
               Inc.
     3.2(1)    Bylaws of Bowlin Travel Centers, Inc.
     10.1(1)   Management Services Agreement, between Bowlin Outdoor Advertising
               and Travel Centers Incorporated and Bowlin Travel Centers,  dated
               August 1, 2000.
     10.2(1)   Distributor  Franchise  Agreement,  dated  as  of  July 19, 1995,
               between the Registrant and CITGO Petroleum Corporation.
     10.3(1)   Distributor  Sales Agreement,  dated as of April 1, 1999, between
               the  Registrant  and ExxonMobil  Company,  U.S.A.  (a division of
               ExxonMobil Corporation).
     10.8(1)   Lease,  dated  as of  January 12, 1987,  between Janet Prince and
               the Registrant.


                                       42
<PAGE>

     10.9(1)   Commercial  Lease,  dated  as of September 21, 1996,  between the
               State of Arizona and the Registrant, as amended.
     10.10(1)  Commercial Lease,  dated  as of  March 16, 2000,  between the New
               Mexico  Commissioner  of  Public  Lands  and  the  Registrant, as
               amended.
     10.12(1)  Lease  Agreement,  dated  as  of  June  23,  1989,  between   the
               Registrant and Rex Kipp, Jr., as amended.
     10.13(1)  Lease,  dated as of September  29, 1983,  between J.T. and Ida M.
               Turner and the Registrant.
     10.14(1)  Business  Lease,  dated  as  of  October  1,  1996,  between  the
               Registrant and the New Mexico Commission of Public Lands.
     10.15(1)  Commercial  Lease,  dated as of September  21, 1996,  between the
               Registrant and the State of Arizona, as amended.
     10.19(1)  "Dairy Queen"  Operating  Agreement,  dated as of March 10, 1983,
               between  Interstate  Dairy Queen  Corporation  and the Registrant
               d/b/a  DQ/B  of  Edgewood,   NM,  together  with  amendments  and
               ancillary agreements related thereto.
     10.20(1)  "Dairy  Queen"  Operating  Agreement,  dated  as of May 1,  1982,
               between  Interstate  Dairy Queen  Corporation  and the Registrant
               d/b/a DQ/B of Flying C, New Mexico,  together with amendments and
               ancillary agreements related thereto.
     10.21(1)  "Dairy Queen" Store Operating Agreement, dated as of November 18,
               1986,  between  Dairy Queen of  Southern  Arizona,  Inc.  and the
               Registrant,  together with  amendments  and ancillary  agreements
               related thereto.
     10.22(1)  "Dairy Queen" Operating Agreement, dated as of September 1, 1982,
               between  Interstate  Dairy Queen  Corporation  and the Registrant
               d/b/a DQ of Bluewater,  New Mexico,  together with amendments and
               ancillary agreements related thereto.
     10.23(1)  "Dairy Queen" Store Operating Agreement,  dated as of February 1,
               1984,  between Dairy Queen of Arizona,  Inc. and the  Registrant,
               together  with  amendments  and  ancillary   agreements   related
               thereto.
     10.25(1)  "Dairy  Queen"  Operating  Agreement,  dated as of June 7,  1989,
               between  Interstate  Dairy Queen  Corporation  and the Registrant
               d/b/a "DQ" at Butterfield  Station,  together with amendments and
               ancillary agreements related thereto.
     10.26(1)  Letter of Agreement, dated as of March 1, 1987, between Stuckey's
               Corporation and the Registrant confirming franchise of Benson, AZ
               Stuckey's Pecan Shoppe.
     10.27(2)  Franchise Agreement, dated as of July 7, 1982, between Stuckey's,
               Inc.  and  the  Registrant,  together  with  a  related  Personal
               Guaranty and Indemnity.
     10.28(2)  Amended and Restated  Master Loan  Agreement  with First Security
               Bank, dated as of November 10, 2000, by and among the Registrant,
               Bowlin Outdoor Advertising and Travel Centers  Incorporated,  and
               First Security Bank.
     10.29(1)  Lease Agreement  between Bowlin  Outdoor  Advertising  and Travel
               Centers Incorporated and the Registrant, dated August 1, 2000.
     10.30(2)  Contribution  Agreement,  dated as of  November  1, 2000,  by and
               between the Registrant and Bowlin Outdoor  Advertising and Travel
               Centers Incorporated.
     10.31(2)  Tax Sharing and Disaffiliation Agreement, dated as of November 1,
               2000,  by  and  between  the   Registrant   and  Bowlin   Outdoor
               Advertising and Travel Centers Incorporated.
     10.32(3)  Loan Agreement with Bank of the West, dated July 10, 2003, by and
               amount the Registrants,  Bowlin Travel Centers, Inc., and Bank of
               the West.
     10.33(4)  Purchase  and Sale  Agreement,  dated  October 30,  2003,  by and
               between Bowlin Travel Centers, Inc., William D. Kennon and Deming
               Fast  Foods,  Inc.,  for the real  estate  known as a Dairy Queen
               restaurant business located in Deming, New Mexico.

                                       43
<PAGE>

     10.34     Exchange Agreement, dated March 24, 2004,  by and between  Bowlin
               Travel Centers, Inc. and Dona Ana Title Company, for relinquished
               real  estate  known  as  Lot  1  of  Farmers  Subdivision,   with
               replacement  real estate known as a 5.42 parcel of land described
               as Tract B in Deed dated June 6, 1961  containing  22, 819 square
               feet.
     31.1      Certification   pursuant  to  Rule   13a-14(a)/15d-14(a)  of  the
               Securities Exchange Act of 1934, as amended.
     31.2      Certification   pursuant  to  Rule   13a-14(a)/15d-14(a)  of  the
               Securities Exchange Act of 1934, as amended.
     32.1      Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     32.2      Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

(1)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrant's Form 10, filed November 10, 2000.

(2)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrant's Amendment No. 1 to the Form 10, filed December 8, 2000.

(3)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrants Form 10-Q, filed September 11, 2003.

(4)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrants Form 10-Q, filed December 11, 2003.

(b)  Reports on Form 8-K

     On December 11, 2003,  the Company filed a Current Report on Form 8-K under
     Item 9 to disclose  under  Regulation FC a press release dated December 11,
     2003, announcing revenue results for the quarter ended October 31, 2003.

                                       44
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                       Bowlin Travel Centers, Inc.

                                   By: /S/ MICHAEL L. BOWLIN
                                       -----------------------------------------
                                       Michael L. Bowlin, Chairman of the Board,
                                       President and Chief Executive Officer
Date:    April 15, 2004


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been  signed  by the  following  persons  on behalf  of the  Company  and in the
capacities and on the dates indicated:

                      SIGNATURE                                    DATE


By: /S/ MICHAEL L. BOWLIN                                     April 15, 2004
    -------------------------------------------------
     Michael L. Bowlin, Chairman of the Board,
     President, CEO and Director (Principal
     Executive Officer)

By: /S/ NINA J. PRATZ                                         April 15, 2004
    -------------------------------------------------
     Chief Financial Officer, Senior Vice President,
     and Director

By: /S/ WILLIAM J. MCCABE                                     April 15, 2004
    -------------------------------------------------
     Senior Vice President, Management Information
     Systems, Secretary, Treasurer and Director

By: /S/ KIM D. STAKE                                          April 15, 2004
    -------------------------------------------------
     Kim D. Stake, Chief Administrative Officer,
     Vice President and Director

By: /S/ DAVID B. RAYBOULD                                     April 15, 2004
    -------------------------------------------------
     David B. Raybould, Director


                                       45