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, 2003

                                       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]

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the registrant at July 31, 2002 was $2,612,712.

The  number  of  shares  of  Common Stock,  $.001 par value,  outstanding  as of
April 16, 2003:  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
Consolidated  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, Bowlin Travel Centers,  Inc. became an
independent  company  through a spin-off  transaction  whereby  shares of Bowlin
Travel Centers, Inc. common stock were distributed to the shareholders of Bowlin
Outdoor.

RECENT DEVELOPMENTS

         During the past fiscal year,  approximately  twelve acres of previously
undeveloped land in Alamogordo,  New Mexico owned by the Company was sub-divided
into thirty-five  approximately  quarter-acre  residential lots. The subdivision
includes paved roads,  sidewalks,  fencing,  water,  sewer and electricity.  Two
manufactured  homes have been  purchased  and installed and a realtor is listing
the property.  The Company anticipates sales to begin soon and plans to sell the
lots over the next few years.

                                       1
<PAGE>

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 CITGO,
EXXON, and Diamond Shamrock.  The Company is an authorized  distributor of CITGO
and  EXXON  petroleum  products.  Three of the  Company's  locations  are  EXXON
stations  and six of its  locations  are CITGO  stations.  One travel  center is
Chevron and one travel center is Diamond Shamrock.

         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 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.

                                       2
<PAGE>

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 CITGO and EXXON  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
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

                                       3
<PAGE>

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 our 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 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 CITGO and EXXON  distributor.  The Company
sells CITGO gasoline at six travel  centers,  and EXXON gasoline at three travel
centers. At two travel centers the Company sells Chevron and Shamrock gasoline.

         The fact that the Company is an authorized CITGO and EXXON  distributor
has significance in the Company's industry.  As licensed  distributors for CITGO
and EXXON,  the  Company  purchases  gasoline  directly  from CITGO and EXXON as
direct  marketers  and 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  CITGO  and  EXXON  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  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. The EXXON distribution  agreement has
a three-year term beginning  April 1, 2002 and expiring March 31, 2005.  CITGO's
and EXXON'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
CITGO  or  EXXON  of  its  petroleum  marketing   activities  in  the  Company's
distribution  area.  CITGO  and  EXXON 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 CITGO and EXXON 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
gasoline  purchased  for sale at its  travel  centers.  The  amount of  required
gasoline  purchase  ranges  from a low of 84,000  gallons  to a high of  306,000
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 CITGO
distribution  agreement,  purchases of CITGO  products  have not met the minimum
quantities. Since the effective date of the EXXON agreement,  purchases have not
met  the  minimum  quantities.  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
CITGO and EXXON 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.

                                       4
<PAGE>

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>
      1999              $23,803,000            $1,229,000                    5.16
      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
</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   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, 2003, the Company had approximately 129 full-time and
39  part-time  employees;  46 were  located in Arizona,  122 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.

                                       5
<PAGE>

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
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, CITGO and
EXXON trademarks.  The Company's right to use the trademarks Dairy Queen,  Dairy
Queen/Brazier, CITGO and EXXON 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

                                       6
<PAGE>

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
                               Trademark Office            October 27, 2008

Trails West                       New Mexico                 July 29, 2004

Bowlin's Running Indian           New Mexico                March 30, 2004

Bowlin Travel Centers              Arizona                  April 26, 2006


ITEM 2.  PROPERTIES

         As of January 31, 2003, the Company operated eleven travel centers. 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  (4.25% at January 31,  2003).  The Company  owns a central  warehouse  and
distribution  facility  occupying 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

         On December 16, 2002, the Company held a special  stockholders  meeting
to elect three members to the Board of  Directors.  David B.  Raybould,  Nina J.
Pratz and Kim D. Stake were  elected to the Board of  Directors  at the December
16, 2002 special meeting with 3,000,186  votes for all three nominees,  no votes
against and no votes withheld. Michael L. Bowlin and William J. McCabe continued
serving on the Board of  Directors.  There were no other matters voted on at the
special meeting.


                                     PART II

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

         As of January 31, 2003,  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  16,  2003,  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

                                       7
<PAGE>

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, 2002                     HIGH             LOW
         -----------------                    ----             ---
         Fiscal Quarter Ended 4/30           $ 1.25          $ 1.00
         Fiscal Quarter Ended 7/31           $ 2.70          $ 1.50
         Fiscal Quarter Ended 10/31          $ 2.05          $ 1.09
         Fiscal Quarter Ended 1/31           $ 1.50          $ 1.15


         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

         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
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  consolidated  financial data presented  below are derived
from the audited  financial  statements  of the Company for the five years ended
January 31, 2003.  The data presented  below should be read in conjunction  with

                                       8
<PAGE>

the audited consolidated  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.

<TABLE>
<CAPTION>
                                          SELECTED FINANACIAL DATA

                                    ------------------------------------------------------------------------
                                                              YEARS ENDED JANUARY 31,*
                                    ------------------------------------------------------------------------
                                        2003           2002           2001           2000           1999
                                    ------------------------------------------------------------------------
STATEMENT OF INCOME DATA:
<S>                                 <C>            <C>            <C>            <C>             <C>
Net sales                           $ 22,183,398   $ 23,224,102   $ 26,765,264   $  26,855,781   $23,519,909
                                    ============   ============   ============   =============   ===========

Net income                          $    507,258   $    173,234   $    298,812   $     487,366   $   253,672
                                    ============   ============   ============   =============   ===========

Earnings per share                  $       0.11   $       0.04   $       0.07   $        0.11   $      0.06
                                    ============   ============   ============   =============   ===========


BALANCE SHEET DATA (at end of
period):

Total assets                        $ 16,383,388   $ 16,532,141   $ 18,527,507   $  16,990,676   $16,163,671
                                    ============   ============   ============   =============   ===========

Long-term debt, including current
maturities                          $  4,046,640   $  4,684,334   $  5,940,469   $   6,723,555   $ 6,769,025
                                    ============   ============   ============   =============   ===========

*The Company did not operate  independently during fiscal periods 2001, 2000 and 1999.
</TABLE>


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

OVERVIEW

         The following is a discussion of the consolidated  financial  condition
and results of  operations  of the Company as of and for the three  fiscal years
ended  January  31,  2003,  2002 and  2001.  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.

                                       9
<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  20.9% to  $106,000  in fiscal  2003,  from  $134,000  in fiscal  2002

                                       10
<PAGE>

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.

FISCAL YEAR ENDED JANUARY 31, 2002 (FISCAL  2002)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 2001 (FISCAL 2001)

         Gross sales at the Company's travel centers  decreased 12.9% to $23.649
million for fiscal 2002, from $27.164 million for fiscal 2001. Merchandise sales
decreased 3.2% to $9.236 million for fiscal 2002, from $9.541 million for fiscal
2001.  Gasoline sales  decreased  23.0% to $10.291 million for fiscal 2002, from
$13.360  million for fiscal 2001.  Restaurant  sales  decreased  18.9% to $1.997
million for fiscal 2002,  from $2.461 million for fiscal 2001. The decreases are
primarily due to a decrease in gasoline  sales as a result of a general  decline
in highway travel. In addition, the decrease in merchandise,  gas and restaurant
sales were due to the divestiture of two travel centers during the first quarter
of fiscal year 2002 and two travel  centers  during fiscal year 2001.  Wholesale
gasoline sales  increased  17.9% to $2.125 million for fiscal 2002,  from $1.802
million for fiscal 2001 due to an additional wholesale location.

         Cost of goods sold for the travel  centers  decreased  14.8% to $15.974
million for fiscal 2002, from $18.749 million for fiscal 2001.  Merchandise cost
of goods  decreased 5.8% to $3.943 for fiscal 2002, from $4.184 for fiscal 2001.
Gasoline cost of goods  decreased  22.7% to $9.391 for fiscal 2002, from $12.142
for fiscal 2001. Restaurant cost of goods decreased 15.2% to $576,000 for fiscal
2002,  from  $679,000 for fiscal 2001.  The decreases  are  attributable  to the
decrease in gasoline  sales  impacted by a general  decline in highway travel as
well as the  divestiture  of two travel  centers in the first  quarter of fiscal
2002 and two travel  centers in fiscal 2001.  Wholesale  gasoline  cost of goods
increased 18.3% to $2.064 million in fiscal 2002, from $1.744 million for fiscal
2001 due to an additional wholesale location. Cost of goods sold as a percentage
of gross revenues for fiscal 2002 was 67.5% compared to 69.0% for fiscal 2001.

         Gross profit for the travel  centers  decreased  9.6% to $7.250 million
for fiscal 2002 from $8.016  million for fiscal  2001.  Lower volume of gasoline
gallons  negatively  impacted  gasoline sales as well as the  divestiture of two
travel  centers in the first  quarter of fiscal  2002 and two travel  centers in
fiscal 2001.

                                       11
<PAGE>

         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  decreased  10.0% to $6.070 million for fiscal 2002, from $6.742 million
for fiscal  2001.  The decrease is primarily  due to  downsizing  related to the
spin-off  transaction  as well as the  divestiture  of two travel centers in the
first quarter of fiscal 2002 and two travel centers in fiscal 2001. The decrease
is also due to the reduction of salaries and the related  benefits and taxes, as
well as rents and  leases  due to the sale one of the  Company's  travel  center
locations in the first quarter of fiscal 2002.

         Depreciation  and amortization  expenses  decreased by 3.5% to $752,000
for fiscal 2002, from $779,000 for fiscal 2001.

         Prior to January 31, 2001, the Company and the Company's former parent,
Bowlin Outdoor Advertising & Travel Centers, Incorporated (BOATC) operated under
a  management   services  agreement  pursuant  to  which  the  Company  provided
management, corporate general and administrative services to BOATC and for which
BOATC paid the Company a  management  fee.  Management  fee income  consisted of
reimbursements  for  certain  corporate  general  and  administrative  functions
performed  on  behalf  of  BOATC  including  treasury,   accounting  tax,  human
resources,  and other support  services.  The management  service  agreement was
terminated on January 31, 2001 when BOATC merged with Lamar Advertising  Company
and  therefore,  no  management  fee income was earned by the  Company in fiscal
2002.

         The above factors contributed to a decrease in travel centers operating
income of 39.4% to $429,000 for fiscal 2002, from $708,000 for fiscal 2001.

         Other income (expense) includes interest income,  gains and losses from
the  sale of  assets,  rental  income  and  interest  expense.  Interest  income
decreased  26.0% to  $134,000  in fiscal  2002,  from  $181,000  in fiscal  2001
primarily as a result of lower cash  balances as well as lower  interest  rates.
Gains from the sale of assets  decreased to $35,000 in fiscal 2002 from $267,000
in  fiscal  in 2001  primarily  due to the sale of one of the  Company's  travel
centers in fiscal 2001 and the sales of certain other assets.  Rental income was
$86,000 in fiscal 2002 as a result of leases for  available  office space at the
Company's  corporate  headquarters.  There was no rental  income in fiscal 2001.
Interest expense  decreased 35.8% to $402,000 for fiscal 2002, from $626,000 for
fiscal 2001. The decrease is primarily  attributable  to lower interest rates as
well as lower debt balances.

         Income before income taxes decreased 45.3% to $290,000 for fiscal 2002,
from  $530,000 for fiscal 2001  primarily  due to the  management  fee income of
$213,000  in fiscal  2001 not present in fiscal 2002 as well as the gain on sale
of assets of $35,000 in fiscal 2002  compared to  $267,000 in fiscal  2001.  The
decrease in income before  income taxes was partially  offset by the decrease in
general and administrative  expenses and rental income of $86,000 in fiscal 2002
not present in fiscal 2001.  As a percentage  of gross  revenues,  income before
income taxes  decreased to 1.2% for the fiscal ended 2002,  from 2.0% for fiscal
2001.

         Income  taxes  decreased  to  $116,000  for fiscal  2002,  compared  to
$232,000 for fiscal 2001, as a result of lower pre-tax income. The effective tax
rate for fiscal 2002 was 40.0%, compared to 43.8% for fiscal 2001.

The foregoing  factors  contributed to the Company's  decrease in net income for
fiscal 2002 to $173,000, compared to $299,000 for fiscal 2001.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At January 31, 2003, the Company had working  capital of $4.038 million
compared to working  capital of $4.282  million at January 31, 2002.  At January
31, 2003,  the company had a current ratio of 3.1:1  compared to a current ratio
of 3.2:1 at January 31, 2002 ("current  ratio" is the ratio of current assets to
current  liabilities).  The  decrease  in working  capital is  primarily  due to
decreases  in cash of $255,000  and accounts  receivable  of $159,000  partially
offset by an  increase  in  inventory  of  $98,000  and a  decrease  in  current
maturities of long-term debt of $62,000.

         The net cash  provided by operating  activities  was $1.281  million at
January 31, 2003,  compared to $687,000 at January 31, 2002. During fiscal 2003,
there were increases in operating assets and liabilities of $51,000,  a decrease
in  depreciation  of $17,000  and a decrease  in gains on sale of  property  and
equipment,  partially  offset by a decrease in the provision for deferred income
taxes of $48,000.

         Net cash used in investing activities was $898,000 at January 31, 2003,
compared  to net cash used by  investing  activities  of $803,000 at January 31,
2002. The increase was due primarily to an investment in real estate development
of $475,000  during  fiscal year 2003 offset by  decreases  in the  purchases of
property  and  equipment of $140,000.  There was no real estate  development  at
January 31, 2002.

         Net cash used in financing activities was $638,000 at January 31, 2003,
compared to net cash used by financing  activities of $1.256  million at January
31, 2002.  Payments on long-term debt were $723,000 at January 31, 2003 compared
to payments on long-term  debt of $1,256,000 at January 31, 2002.  Proceeds from
borrowing were $85,000 at January 31, 2003. There was no proceeds from borrowing
at January 31, 2002.

         As of  January 31,  2003,  the company was  indebted to  various  banks
and individuals in an aggregate principal amount of approximately $4.046 million
under various loans and promissory  notes,  compared to $4.684 as of January 31,
2002. 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 the  current  fiscal  year to  October  2013 and accrue  interest  at rates
ranging from 4.133% to 8% per annum.  The Company's  total  monthly  payments on
outstanding long-term debt obligations are approximately $77,000.

         Approximately $3.972  million  of  the  approximately   $4.046  million
outstanding  as of January 31, 2003 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.

         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,
2003, the Company was in compliance with the minimum financial ratios.

         The  Company  has  forecasted  approximately  $2.5  million for capital
commitments  for  fiscal  year  2004  consisting  primarily  of  renovation  and
upgrading of facilities.  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.

                                       13
<PAGE>

         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.  While
the Company is not currently a party to any agreements to acquire any additional
travel centers,  nor does the Company have plans to build any additional  travel
centers in the near term,  if the  Company  were to  acquire  or  construct  any
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.

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of January 31, 2003,  approximately  $1.799 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.

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,
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.

                                       14
<PAGE>

         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 and 2003 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
market value of the acquired  assets.  However,  this  financing was obtained by
Bowlin Outdoor as a single consolidated entity. The Company might not be able to
obtain  additional  financing  as a  stand-alone  company  without  the  outdoor
advertising segment of Bowlin Outdoor. If obtainable,  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.

                                       15
<PAGE>

         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 CITGO and EXXON
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.

                                       16
<PAGE>

         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. The EXXON distribution  agreement has
a three-year term beginning  April 1, 2002 and expiring March 31, 2005.  CITGO's
and  EXXON'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 CITGO or EXXON of its  petroleum
marketing  activities in the Company's  distribution  area.  CITGO and EXXON 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  "Business  Operations  - Travel  Centers  and  Gasoline
Retailing").  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.

                                       17
<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.

         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

                                       18
<PAGE>

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 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Following on next page.



                                       19
<PAGE>
















                          BOWLIN TRAVEL CENTERS, INC.

                              Financial Statements

                           January 31, 2003 and 2002


































                                       20
<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, 2003 and 2002,  and the  statements  of income,  stockholders'
equity and cash flows for each of the two years in the period ended  January 31,
2003.  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.  The  financial  statements  of Bowlin  Travel
Centers,  Inc.  for the year  ended  January  31,  2001,  were  audited by other
auditors whose report dated March 30, 2001,  expressed an unqualified opinion on
those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe 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, 2003 and 2002,  and the results of its operations and its cash flows
for each of the two years in the period ended  January 31, 2003,  in  conformity
with accounting principles generally accepted in the United States of America.


/s/ NEFF & RICCI LLP

Albuquerque, New Mexico
March 28, 2003


                                       21
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                                 BALANCE SHEETS
                            JANUARY 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                 ASSETS                         2003          2002
                                                            -----------   -----------
<S>                                                         <C>           <C>
Current assets:
  Cash and cash equivalents                                 $ 2,416,265     2,671,048
  Accounts receivable                                           106,350       267,171
  Accounts receivable - related parties                           4,175         2,738
  Inventories                                                 3,093,936     2,996,273
  Prepaid expenses                                              308,606       279,899
  Mortgages receivable, current maturities                        8,790         3,784
  Notes receivable, current maturities                           32,957        38,538
                                                            -----------   -----------
               Total current assets                           5,971,079     6,259,451
                                                            -----------   -----------

Property and equipment, net                                   9,166,847     9,397,253
Intangible assets, net                                          239,877       278,342
Interest receivable                                              26,936        26,835
Investment in real estate                                       475,051            --
Mortgages receivable, less current portion                      301,339       340,837
Notes receivable, less current portion                          202,259       229,423
                                                            -----------   -----------
               Total assets                                 $16,383,388    16,532,141
                                                            ===========   ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt                      $   646,571       708,718
  Accounts payable                                              995,377       989,305
  Accrued salaries and benefits                                  32,583        23,051
  Accrued liabilities                                           223,854       223,012
  Deferred revenue                                               33,361        33,330
  Income taxes payable                                            1,706            --
                                                            -----------   -----------
               Total current liabilities                      1,933,452     1,977,416

Deferred income taxes                                           589,600       626,100
Long-term debt, less current maturities                       3,400,069     3,975,616
                                                            -----------   -----------
               Total liabilities                              5,923,121     6,579,132
                                                            -----------   -----------

Commitments                                                          --            --

Stockholders' equity:
  Preferred stock, $.001 par value; 1,000,000 shares
    authorized, none issued or outstanding                           --            --
  Common stock, $.001 par value; 10,000,000 shares
    authorized, 4,583,348 issued and outstanding                  4,583         4,583
    Additional paid-in capital                                9,775,192     9,775,192
    Retained earnings                                           680,492       173,234
                                                            -----------   -----------
               Total stockholders' equity                    10,460,267     9,953,009
                                                            -----------   -----------

               Total liabilities and stockholders' equity   $16,383,388    16,532,141
                                                            ===========   ===========
</TABLE>

See accompanying notes to financial statements.

                                       22
<PAGE>


                           BOWLIN TRAVEL CENTERS, INC.

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                         YEARS ENDED JANUARY 31,
                                             --------------------------------------------
                                                 2003            2002            2001
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Gross sales                                  $ 22,602,811      23,649,381      27,164,286
Less discounts on sales                           419,413         425,279         399,022
                                             ------------    ------------    ------------

             Net sales                         22,183,398      23,224,102      26,765,264

Cost of goods sold                             14,332,798      15,973,719      18,748,526
                                             ------------    ------------    ------------

             Gross profit                       7,850,600       7,250,383       8,016,738

General and administrative expense             (6,329,558)     (6,069,578)     (6,742,579)
Depreciation and amortization                    (734,946)       (751,857)       (778,788)
Management fee income                                  --              --         212,693
                                             ------------    ------------    ------------
             Operating income                     786,096         428,948         708,064

Other income (expense):
  Interest income                                 106,342         134,392         180,851
  Gain on sale of property and equipment            3,945          34,969         266,897
  Rental income                                    87,462          86,425              --
  Miscellaneous                                    40,018           6,398              --
  Interest expense                               (219,105)       (401,498)       (625,500)
                                             ------------    ------------    ------------
             Total other income (expense)          18,662        (139,314)       (177,752)
                                             ------------    ------------    ------------
             Income before income taxes           804,758         289,634         530,312

Income taxes                                      297,500         116,400         231,500
                                             ------------    ------------    ------------
               Net income                    $    507,258         173,234         298,812
                                             ============    ============    ============
Earnings per share:
Weighted average common shares
  outstanding                                   4,583,348       4,583,348       4,583,348
                                             ============    ============    ============

  Basic and diluted                          $       0.11            0.04            0.07
                                             ============    ============    ============
</TABLE>

See accompanying notes to financial statements.

                                       23
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001
<TABLE>
<CAPTION>
                                                         COMMON     ADDITIONAL   PARENT'S
                                            NUMBER       STOCK,      PAID-IN     EQUITY IN      RETAINED
                                          OF SHARES      AT PAR      CAPITAL     DIVISION       EARNINGS       TOTAL
                                          ----------   ----------   ----------   ----------    ----------   ----------
<S>                                       <C>          <C>          <C>          <C>           <C>          <C>
Balance at January 31, 2000                       --   $       --           --    8,121,024            --    8,121,024

Parent's distribution to subsidiary               --           --           --    1,359,939            --    1,359,939
Net income                                        --           --           --      298,812            --      298,812
Issuance of common stock in
   connection with spin-off transaction    4,583,348        4,583    9,775,192   (9,779,775)           --           --
                                          ----------   ----------   ----------   ----------    ----------   ----------

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
                                          ==========   ==========   ==========   ==========    ==========   ==========
</TABLE>



See accompanying notes to financial statements.



                                       24
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          YEARS ENDED JANUARY 31,
                                                               -----------------------------------------
                                                                   2003           2002           2001
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
Cash flows from operating activities:
  Net income                                                   $   507,258        173,234        298,812
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation and amortization                                734,946        751,857        778,788
      Amortization of loan fee                                      27,902         26,093             --
      Gain on sale of property and equipment                        (3,945)       (34,969)      (266,897)
      (Benefit) provision for deferred income taxes                (36,500)        12,700         20,600
      Changes in operating assets and liabilities
        Accounts receivable                                        159,384        344,366         33,007
        Inventories                                                (97,663)       428,472        104,945
        Prepaid expenses and other                                 (28,707)        24,902        (54,436)
        Accounts payable and accrued liabilities                    16,477       (925,165)       124,523
        Income taxes                                                 1,706       (114,300)            --
                                                               -----------    -----------    -----------
        Net cash provided by operating activities                1,280,858        687,190      1,039,342
                                                               -----------    -----------    -----------
Cash flows from investing activities:
  Proceeds from sale of assets                                       4,875         71,300        837,064
  Purchases of property and equipment                             (501,197)      (640,872)      (303,423)
  Accrued interest receivable                                         (101)            --             --
  Investment in real estate                                       (475,051)            --             --
  Increase in mortgages receivable                                      --       (345,000)            --
  Payments received from mortgages receivable                       34,492            379             --
  Increase in notes receivable                                          --        (44,500)       (33,782)
  Payment received from notes receivable                            39,035        155,921         37,739
                                                               -----------    -----------    -----------
         Net cash (used in) provided by investing activities      (897,947)      (802,772)       537,598
                                                               -----------    -----------    -----------
Cash flows from financing activities:
  Payments on long-term debt                                      (722,694)    (1,256,135)      (783,086)
  Payments for debt issuance costs                                      --             --        (16,005)
  Capital contribution from parent                                      --             --      1,359,939
  Due to related party                                                  --             --        516,043
  Proceeds from borrowings                                          85,000             --             --
                                                               -----------    -----------    -----------
         Net cash (used in) provided by financing activities      (637,694)    (1,256,135)     1,076,891
                                                               -----------    -----------    -----------

Net (decrease) increase in cash and cash equivalents              (254,783)    (1,371,717)     2,653,831
Cash and cash equivalents at beginning of period                 2,671,048      4,042,765      1,388,934
                                                               -----------    -----------    -----------

Cash and cash equivalents at end of period                     $ 2,416,265      2,671,048      4,042,765
                                                               ===========    ===========    ===========
</TABLE>
                                                                     (Continued)

                                       25
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                          YEARS ENDED JANUARY 31,
                                                               -----------------------------------------
                                                                   2003           2002           2001
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
Supplemental disclosure of cash flow information:

  Interest paid                                                $   219,105        401,498        594,947
                                                               ===========    ===========    ===========
  Income taxes paid                                            $   331,510        103,700        210,900
                                                               ===========    ===========    ===========

Noncash investing and financing activities:

      Notes receivable issued on accounts receivable           $        --             --         33,783
                                                               ===========    ===========    ===========
      Property and equipment in exchange for
        note payable                                           $        --         30,554        180,039
                                                               ===========    ===========    ===========
      Like-kind exchange of property and
        equipment                                              $        --        155,576             --
                                                               ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.



                                       26
<PAGE>


                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  DESCRIPTION OF BUSINESS

          Bowlin  Travel  Centers,  Inc.  (BTC or the  Company)  is  located  in
          Albuquerque,  New  Mexico.  Through  January  30,  2001,  the  Company
          operated as a separate division of Bowlin Outdoor Advertising & Travel
          Centers,  Inc. (BOATC),  a public company traded on the American Stock
          Exchange.  On January  30,  2001,  BTC became an  independent  company
          through a spin-off  transaction whereby shares of BTC were distributed
          to  the  shareholders  of  BOATC.   Inter-company   transactions  have
          generally  been limited to management  fees,  federal and state income
          tax allocations, cash advances and cash distributions and are recorded
          and funded through an inter-company receivable/payable account.

          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.

          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.

     (b)  CASH AND CASH EQUIVALENTS

          The Company considers all liquid  investments with a maturity of three
          months or less when  purchased  to be cash  equivalents.  The  Company
          places  its  temporary  cash   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.

                                                                     (Continued)

                                       27
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


     (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.

     (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 or 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 31, 2003 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.

     (l)  RECLASSIFICATIONS

          Certain  2002  amounts  have  been  reclassified  to  conform  to 2003
          presentation. Such reclassifications had no effect on net income.

                                                                     (Continued)

                                       28
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


     (m)  ACCOUNTS RECEIVABLE

          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,  2003  and 2002  consist  of the
     following:

                                                         2003       2002
                                                       --------   --------
        14% note, due $560 monthly through
          November 1, 2004 (including interest)        $ 17,567   $ 44,789
        14% note, due $1,243 monthly through
          November 15, 2004 (including interest)         95,065     99,926
        13% note, due $586 monthly through
          December 20, 2006 (including interest)         49,433     50,000
        12.5% note, due $1,134 monthly through
          December 1, 2005 (including interest)          98,626     99,906
        12% note, due $586 monthly through
          January 18, 2007  (including interest)         49,438     50,000
                                                       --------   --------
                                                        310,129    344,621
        Less current portion                              8,790      3,784
                                                       --------   --------
                                                       $301,339   $340,837
                                                       ========   ========

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

(3)  NOTES RECEIVABLE

     Notes receivable as of January 31, 2003 and 2002 consist of the following:

                                                         2003       2002
                                                       --------   --------
        8% note, due $37,500 annually through
          2004 (including interest) with the balance
          due in 2005 (a)                              $174,889    174,539
        9% note, due $691 monthly through June 1,
          2008 (including interest) (b)                  35,597     40,479
        10% note, due $1,592 monthly through
          October 1, 2003 (including interest) (c)       13,749     30,554
        10% note, due $1,090 monthly through
          October 15, 2003  (including interest)         10,981     22,389
                                                       --------   --------
                                                        235,216    267,961
        Less current portion                             32,957     38,538
                                                       --------   --------
                                                       $202,259    229,423
                                                       ========   ========

                                                                     (Continued)

                                       29
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


        (a)  Collateralized by land  and  improvements and equipment sold.
             In the event of  default,  the property and equipment reverts
             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.

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

(4)  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at January 31:

                                      ESTIMATED
                                      LIFE (YEARS)       2003           2002
                                      ------------   -----------    -----------

     Land                                            $ 2,561,999      2,443,343
     Buildings and improvements         10 - 40        7,422,229      7,375,879
     Machinery and equipment             3 - 10        5,897,080      5,744,622
     Autos, trucks and mobile homes      3 - 10        1,398,771      1,341,079
     Billboards                         15 - 20        1,283,065      1,180,404
     Construction in progress                             54,225         60,665
                                                     -----------    -----------

     Less accumulated depreciation                    (9,450,522)    (8,748,739)
                                                     -----------    -----------
                                                     $ 9,166,847      9,397,253
                                                     ===========    ===========

     On April 27, 2001,  the Company sold one of its travel  centers  located in
     Benson,  Arizona.  Certain assets,  including building and equipment,  were
     sold to a third party for $40,000 cash and a note  receivable  for $10,000.
     The note receivable was fully  collected  during the year ended January 31,
     2002. The assets sold had a carrying value of $50,070. The loss on the sale
     of the travel center was $70.

     On May 1, 2001 the Company disposed of one of its travel centers located in
     Edgewood,  New Mexico to a third party.  The assets had a carrying value of
     approximately  $156,000.  The Company exchanged the assets for twenty-three
     billboards.  The  fair  value  of  assets  given  up  by  the  Company  was
     approximately the fair value of assets received. Therefore, no gain or loss
     was recorded on the transaction.  The Company currently  provides wholesale
     gasoline to this third party location.

                                                                     (Continued)

                                       30
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


(5)  INTANGIBLE ASSETS

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

                                                         2003       2002
                                                       --------   --------
     Franchise fees                                    $192,442    192,442
     Debt issuance costs                                311,272    311,272
                                                       --------   --------
                                                        503,714    503,714
     Less accumulated amortization                     (263,837)  (225,372)
                                                       --------   --------
                                                       $239,877    278,342
                                                       ========   ========

(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 is listing the property.  The Company  anticipates
     sales to begin soon and plans to sell the lots over the next few years.

(7)  SHORT-TERM BORROWING

     In November 2000, the Company  entered into a credit  agreement with one of
     its existing  lenders that included a working capital  line-of-credit.  The
     $1,000,000  line-of-credit  matures  March 31, 2002 and  requires  variable
     interest (4.25% at January 31, 2003). The Company elected not to renew this
     line-of credit.

(8)  LONG-TERM DEBT

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

                                                           2003          2002
                                                        ----------    ---------

     Due bank, maturity November 2005, variable
       interest (4.133% at January 31, 2003),
       monthly  installments of $37,398, secured
       by buildings and equipment                       $1,799,091    2,164,213
     Due bank, maturity October 2013, variable
       interest (4.25% at January 31, 2003), monthly
       installments of $10,317, secured by land and
       buildings                                           745,153      832,371
     Due bank, maturity October 2013, variable
       interest (4.25% at January 31, 2003), monthly
       installments of $6,081, secured by land and
       buildings                                           445,056      496,199
     Due bank, maturity January 2005, variable
       interest at index rate (4.25% at January 31,
       2003), monthly installments of $4,920 secured
       by buildings and equipment                          380,907      421,839
     Due bank, maturity November 2005, variable
       interest at index rate (4.25% at January 31,
       2003), monthly installments of $7,517, secured
       by buildings and equipment                          591,433      652,779

                                                                     (Continued)

                                       31
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


     Due bank, maturity August 2003, variable
       interest at index rate of (4.25% at
       January 31, 2003), monthly installments of
       $7,792, secured by land, buildings, equipment
       and inventories                                          --       92,528
     Due individual, maturity September 2003, interest
       at 8.00%, monthly payments of $1,400, unsecured          --       24,405
     Due bank, maturity January 2013, interest at 6%,
       monthly installments of $944, secured by land        85,000           --
                                                        ----------    ----------
                                                         4,046,640     4,684,334
       Less current maturities                             646,571       708,718
                                                        ----------    ----------
                                                        $3,400,069     3,975,616
                                                        ==========    ==========

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

                 2004                     $   646,571
                 2005                         674,782
                 2006                       1,936,770
                 2007                         176,935
                 2008                         184,742
                 Thereafter                   426,840
                                          -----------
                     Total                $ 4,046,640
                                          ===========

(9)  INCOME TAXES

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

                                    CURRENT     DEFERRED       TOTAL
                                   ---------    ---------    ---------
     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
                                   =========    =========    =========
     2001:
       U.S. Federal                $ 175,700       17,200      192,900
       State                          35,200        3,400       38,600
                                   ---------    ---------    ---------
                                   $ 210,900       20,600      231,500
                                   =========    =========    =========

                                                                     (Continued)

                                       32
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


     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:

                                                2003         2002        2001
                                             ---------    ---------   ---------
        Computed "expected" tax              $ 273,618       98,476     180,306
        State income taxes, net of federal
          tax benefit                           32,761       12,825      25,497
        Other                                   (8,879)       5,099      25,697
                                             ---------    ---------   ---------
                 Total                       $ 297,500      116,400     231,500
                                             =========    =========   =========

     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:

                                                             2003       2002
                                                           --------   --------
        Deferred tax assets:
          Compensated  absences, principally due to
            accrual for financial reporting purposes       $ 51,030     37,813
                                                           --------   --------
              Total gross deferred tax assets                51,030     37,813
                                                           --------   --------
        Deferred tax liabilities:
          Property  and  equipment,  principally  due to
            differences in depreciation                     614,282    648,777
          Other                                              26,348     15,136
                                                           --------   --------
              Total gross deferred liabilities              640,630    663,913
                                                           --------   --------
              Net deferred tax liability                   $589,600    626,100
                                                           ========   ========

     There was no valuation  allowance for deferred tax assets as of January 31,
     2003, 2002 or 2001.  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  $69,886,  $59,022  and  $62,315 in fiscal  2003,  2002 and 2001,
     respectively.

                                                                     (Continued)

                                       33
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2003


(11) COMMITMENTS

     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 $229,724,
     $234,676 and $296,080 for the years ended January 31, 2003,  2002 and 2001,
     respectively.  The Company  also  leases  land where  several of its retail
     billboards  are located and rent  expense  for these  leases was  $138,126,
     $132,730 and $85,273 for the years ended  January 31, 2003,  2002 and 2001,
     respectively.

     The  leasing  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, 2003.  Contingent  rentals are  generally  based on
     percentages of specified gross  receipts.  Several leases include terms for
     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:

                       2004                     $   211,705
                       2005                         208,611
                       2006                         185,473
                       2007                         154,219
                       2008                         114,091
                       Thereafter                 1,710,513
                                                -----------
                       Total                    $ 2,584,612
                                                ===========

(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
     daughter of an individual  who is a stockholder  in the Company.  The sales
     with the associated cost of goods and gross profit consist of the following
     at January:

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

                Gross sales          $1,179,052    1,311,206    1,433,398
                Cost of goods sold    1,144,956    1,257,959    1,380,472
                                     ----------   ----------   ----------
                Gross profit         $   34,096       53,247       52,926
                                     ==========   ==========   ==========

                                       34
<PAGE>

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

         On May 9, 2001, Bowlin Travel Centers,  Inc. (the "COMPANY"),  with the
approval of the Company's  board of directors,  dismissed  KPMG, LLP ("KPMG") as
its independent  accountants.  As discussed  below,  the Company has engaged the
firm of Neff & Ricci LLP ("NEFF & RICCI") as its  independent  auditors  for the
2002 Fiscal Year.

         KPMG's reports on the Company's  consolidated  financial statements for
the past two years have not  contained  any  adverse  opinion or  disclaimer  of
opinion and have not been qualified or modified as to  uncertainty,  audit scope
or  accounting  principles.  In addition,  during the  Company's two most recent
fiscal years and the subsequent  interim  periods  preceding  KPMG's  dismissal,
there  have not been any  disagreements  with KPMG on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure  which  disagreements,  if not resolved to the  satisfaction  of KPMG,
would  have  caused  them to  make a  reference  to the  subject  matter  of the
disagreement in connection with their reports.

         During  the  Company's  two most  recent  fiscal  years and  subsequent
interim period preceding the dismissal of KPMG:

         (i)   KPMG did not  advise  the  Company  that  the  internal  controls
necessary  for the  Company to develop  reliable  financial  statements  did not
exist;

         (ii)  KPMG did not advise  the  Company  that  information  had come to
KPMG's  attention  that led them to no  longer  be able to rely on  management's
representations, or that made them unwilling to be associated with the financial
statements prepared by management;

         (iii)  KPMG  did  not  advise  the   Company  of  the  need  to  expand
significantly  the scope of their audit,  or that  information had come to their
attention during such period that, if further  investigated,  may (i) materially
impact the fairness or reliability  of previously  issued Reports of Independent
Auditors and the underlying consolidated financial statements,  or the financial
statements  issued or to be issued covering the fiscal  period(s)  subsequent to
the date of the most recent financial  statements covered by an audit report, or
(ii) cause KPMG to be unwilling to rely on  management's  representations  or be
associated with the Company's consolidated financial statements; and

         (iv)   KPMG did not  advise the  Company  that  information had come to
their  attention  that they had  concluded  materially  impacted the fairness or
reliability  of  previously  issued  Reports  of  Independent  Auditors  and the
underlying  consolidated  financial  statements,  or the consolidated  financial
statements  issued or to be issued covering the fiscal  period(s)  subsequent to
the date of the most  recent  consolidated  financial  statements  covered by an
audit report.

         The Company provided KPMG with a copy of the foregoing disclosure,  and
requested  that KPMG furnish it with a letter  addressed to the  Securities  and
Exchange  Commission stating whether or not it agrees with such disclosure.  The
Company  filed as an  Exhibit  to the Form 8-K a copy of the  letter  from  KPMG
required by Item 304 of Regulation S-K.

         On May 9, 2001,  the Company  engaged  Neff & Ricci as its  independent
auditors.  Prior to its  engagement,  the Company had not consulted  with Neff &
Ricci with respect to:

         (i)  the   application   of   accounting   principles  to  a  specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on the Company's financial statements; or

                                       35
<PAGE>

         (ii) any  matter  that was either the  subject  of a  disagreement  (as
defined in Item  304(a)(1)(iv)  of  Regulation  S-K) or a  reportable  event (as
described in Item 304(a)(1)(v) of Regulation S-K).


                                    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       59       Chairman of the Board, President and
                                 Chief Executive Officer
William J. McCabe       53       Senior Vice President - Management
                                 Information Systems, Secretary, Treasurer
                                 and Director
David B. Raybould       50       Director
Nina J. Pratz           51       Chief Financial Officer, Senior Vice
                                 President and Director
Kim D. Stake            47       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  Advertising and Travel Centers,  Inc. ("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.

         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.

                                       36
<PAGE>

         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.

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.

         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, 2003, 2002 and
2001. 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               2003     136,300    --      16,823 (2) |      --     |     --
  Chairman of the Board,        2002     116,300    --      15,974 (2) |      --     |     --
    President, CEO &            2001     195,000    --      17,304 (2) |      --     |     --
    Director
-------------------------------
</TABLE>

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

(2)  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 car allowance.  Amount for 2002 includes (i) $2,216
     of Bowlin Travel Centers 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.   Amount  for  2001   includes   (i)  $3,699  of  Bowlin's
     discretionary  matching  contributions  allocated  to Mr.  Bowlin's  401(k)
     Profit  Sharing Plan account;  (ii) $7,105 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 use of a company owned vehicle

                                       37
<PAGE>

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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of January 31, 2003,  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)                            543,950               11.9%

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

-----------------------------------
*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 16, 2003.

(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.

                                       38
<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 daughter of an  individual  who is a stockholder  in the Company.  The sales
with the  associated  cost of goods and gross profit consist of the following at
January:

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

         Gross sales          $1,179,052    1,311,206    1,433,398
         Cost of goods sold    1,144,956    1,257,959    1,380,472
                              ----------   ----------   ----------

         Gross profit         $   34,096       53,247       52,926
                              ==========   ==========   ==========

ITEM 14. CONTROLS AND PROCEDURES

         Based on an evaluation of disclosure  controls and  procedures  for the
period ended January 31, 2003 conducted by our Chief Executive Officer and Chief
Financial  Officer  within the last  ninety  (90) days,  we  concluded  that our
disclosure controls and procedures are effective.

         Based on an evaluation of our internal controls conducted by management
within the last  ninety  (90) days,  no  significant  deficiencies  or  material
weaknesses were  identified and we have not made any significant  changes in our
internal controls or in other factors that could  significantly  affect internal
controls since such evaluation.


                                     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.

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the three months ended January 31,
2003.

ITEM 16. ACCOUNTANT FEES AND SERVICES

         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, 2002, 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.

                                       39
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT

 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 Exxon Company, U.S.A. (a division of Exxon Corporation)
10.8(1)   Lease,  dated as of January 12,  1987,  between  Janet  Prince and the
          Registrant
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.

                                       40
<PAGE>

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.
99.1      Certification  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002.
99.2      Certification  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.


                                   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 22, 2003


         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 22, 2003
    -------------------------------------------------
     Michael L. Bowlin, Chairman of the Board,
     President, CEO and Director (Principal
     Executive Officer)

By: /s/ NINA J. PRATZ                                         April 22, 2003
    -------------------------------------------------
     Chief Financial Officer, Senior Vice President,
     and Director

By: /s/ WILLIAM J. MCCABE                                     April 22, 2003
    -------------------------------------------------
     Senior Vice President, Management Information
     Systems, Secretary, Treasurer and Director

By: /s/ KIM D. STAKE                                          April 22, 2003
    -------------------------------------------------
     Kim D. Stake, Chief Administrative Officer,
     Vice President and Director

By: /s/ DAVID B. RAYBOULD                                     April 22, 2003
    -------------------------------------------------
     David B. Raybould, Director

                                       41
<PAGE>

                            CERTIFICATION PURSUANT TO
                           15 U.S.C. 78m(a) OR 78o(d)
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)

I, Michael L. Bowlin, certify that:

     1.   I have  reviewed  this  annual  report on Form  10-K of Bowlin  Travel
          Centers, Inc.;

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

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

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

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

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

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

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

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

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

                                       42
<PAGE>

     6.   The Company's other  certifying  officers and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  April 22, 2003

                                       /s/ MICHAEL L. BOWLIN
                                       -----------------------------------------
                                       Michael L. Bowlin, Chairman of the Board,
                                       President and Chief Executive Officer




                                       43
<PAGE>

                            CERTIFICATION PURSUANT TO
                           15 U.S.C. 78m(a) OR 78o(d)
                 (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002)


I, Nina J. Pratz, certify that:

     1.   I have  reviewed  this  annual  report on Form  10-K of Bowlin  Travel
          Centers, Inc.;

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

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

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

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

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

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

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

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

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

                                       44

<PAGE>

     6.   The Company's other  certifying  officers and I have indicated in this
          annual  report  whether  or not  there  were  significant  changes  in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  April 22, 2003


                                          /s/ NINA J. PRATZ
                                          --------------------------------------
                                          Nina J. Pratz, Chief Financial Officer
                                          Bowlin Travel Centers, Inc.





                                       45