UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM 10-K
  þ
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                FOR
      THE FISCAL YEAR ENDED JANUARY 31,
      2008ORo
              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
                incorporation
      or organization)
              (I.R.S.
      Employer Identification No.)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:NONE(Title
      of class)
 SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE
  ACT:Title
      of each class
                
                Name
      of each exchange on which registeredCommon
      Stock, $.001 Par Value
                
                OTC.BB


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes 
oNo þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes 
oNo þ










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  þNo o





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    þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the
Exchange Act (check one):




Large
      accelerated filer    o
                Accelerated
      filer    o
                Non-accelerated
      filer   o
                Smaller
      reporting company    þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).    Yes  oNo þ




The
aggregate market value of the voting and non-voting common stock held by
non-affiliates of the registrant at July 31, 2007 was $3,166,924.


The
number of shares of Common Stock, $.001 par value, outstanding as of April 25,
2008:  4,583,348
 2


Forward-Looking
Statements
 
 Certain
statements in this Annual Report on Form 10-K constitute forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and should be read in conjunction with the Financial
Statements of Bowlin Travel Centers, Inc., a Nevada corporation (the “Company”
or “Bowlin Travel Centers”).  Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause the
Company’s actual results to differ materially from those contained in these
forward-looking statements, including those risks and other factors described
elsewhere in this Annual Report.  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 ten full-service travel centers along interstate highways in Arizona
and New Mexico.  Two of the Company’s travel centers are held for
sale; one of which closed on October 31, 2007.  The Company advertises
its travel centers through a network of approximately 300 outdoor advertising
display faces.  The Company’s travel centers offer brand name food,
gasoline and a variety of unique Southwestern merchandise to the traveling
public.
 
 The
Company was formed on August 8, 2000, as a wholly owned subsidiary of Bowlin
Outdoor Advertising and Travel Centers Incorporated (“Bowlin
Outdoor”).  Pursuant to a Contribution Agreement, dated as of November
1, 2000, Bowlin Outdoor contributed substantially all of the assets and
liabilities directly related to its travel centers business to Bowlin Travel
Centers.
 
 Prior to
August 8, 2000, the Company’s travel centers were owned and operated as a
business segment of Bowlin Outdoor.  Bowlin Outdoor operated two
business segments: travel centers and outdoor advertising.  Bowlin
Outdoor’s common stock was traded on the American Stock Exchange and was a
public reporting company.  On January 30, 2001, the Company became an
independent company through a spin-off transaction whereby shares of the
Company’s common stock were distributed to the shareholders of Bowlin
Outdoor.
 
 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.
 
 3
 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.  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 at each of the
Company’s locations a combination of name brand recognized food service
operations and gasoline, and unique Southwestern souvenirs and gifts, all 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.  The Company operates five full-service
restaurantsunder the Dairy
Queen/Brazier or Dairy Queen trade names.  All of the Company’s ten travel centers
sell convenience store food such as chips, nuts, cookies and prepackaged
sandwiches along with a variety of bottled and canned
drinks.
 
 The
Company’s travel centers offer brand name gasoline such as ExxonMobil, Mobil and
Shell.  The Company is an authorized distributor of ExxonMobil
petroleum products.  Five of the Company’s New Mexico locations are
ExxonMobil stations.  Two of the Company’s Arizona locations are Shell
stations and one of the Company’s Arizona locations is a Mobil
station.  All of the Arizona locations are currently operated under a
retail supply agreement with Arizona Fuel Distributors L.L.C.  Two of
the Company’s New Mexico locations do not currently offer
gasoline.
 
 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
 
 The
Company is committed to developing its travel center operations by evaluating
the performance of each location.  Locations that consistently under
perform are identified and strategies are prepared to appropriately deal with
poor performing travel centers.  In addition, the Company intends to
explore the possibilities of acquiring or building additional travel
centers.
 
 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, primarily brand name
food.
 
 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.
 
 The
Company intends to continue to increase sales at existing locations through
ongoing renovation and upgrading of facilities, and intends to increase gasoline
sales by focusing on the marketing of ExxonMobil, Mobil and Shell gasoline
brands through its travel center outlets.
 
 4
  Gasoline
Wholesaling
 
 The
Company has been wholesaling gasoline since 1997.  Since 1997,
revenues from wholesaling gasoline have accounted for an average of
approximately 9.0% of gross revenues.  In addition to purchasing
gasoline for retail sales through its travel centers, during the fiscal year
ended January 31, 2008, the Company had three independent ExxonMobil wholesale
customers.  The Company anticipates expanding its current level of
gasoline wholesaling and is marketing its wholesaling business.  See
“Business Operations – Gasoline Wholesaling”.
  Business
Operations
 
 The
Company sells food, gasoline and merchandise through its ten 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 and serve 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 at five of its ten travel centers under the Dairy Queen and
Dairy Queen/Brazier brand names.  All of the Company’s ten travel
centers sell convenience store food such as chips, nuts, cookies and prepackaged
sandwiches along with a variety of bottled and canned drinks.
 
 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 net sales revenues from products sold, and to comply with certain
provisions governing the operation of the franchised stores. The Company is
obligated to pay Dairy Queen franchise fees and advertising fees of 4.0% and
2.25%, respectively, of revenues generated by sales of Dairy Queen products by
the Company in New Mexico.  The Company is obligated to pay Dairy
Queen franchise fees and advertising fees of 4.0% and 2.25%, respectively, of
revenues generated by sales of Dairy Queen products by the Company in Arizona,
with advertising fees not to exceed $15,000 in the aggregate.
 
 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.  The
terms of each of three of the Company’s agreements with Dairy Queen continue
until the Company elects to terminate such agreement with 60 days prior written
notice, or until either the Company or Dairy Queen elect to terminate the
agreement due to a breach of the agreement which has not been cured within 14
days of notice of such breach.  The Company’s two other agreements
with Dairy Queen are for specific terms.  The first of these Dairy
Queen agreements, entered into February 1, 1984, is for a term of 25 years and
the Company intends to renew the agreement in the upcoming fiscal
year.  The second agreement, entered into on November 18, 1986, is for
a term of 20 years plus an additional 5 years per an extension agreement dated
June 29, 1987.   The Company may not terminate either of these
agreements unless it gives notice to Dairy Queen of a breach of the agreement
and Dairy Queen has not cured such breach within 30 days of such
notice.  Dairy Queen may terminate either of these agreements if they
deliver notice to the Company of a breach of the agreement and the Company does
not cure the breach within 14 days of such notice.
 
 5
  The Company continuously monitors and
upgrades its travel center facilities to maintain a high level of comfort,
quality and appearance.  Periodic improvements typically include new
awnings and facings, new signage and enhanced lighting, furnishings, buildings
and parking lot improvements.
 
 The
Company is an authorized ExxonMobil distributor.  The Company sells
ExxonMobil gasoline at five of its New Mexico travel centers.  Two of
the Company’s New Mexico locations do not offer gasoline.  As of March
20, 2007, one of the Arizona stores was re-branded to Mobil and two of the
Arizona stores were re-branded to Shell as a result of the Company entering into
a retail supply agreement with Arizona Fuel Distributors, L.L.C.  The
Company’s CITGO distribution agreement for the three Arizona retail locations
ended March 31, 2007, upon termination by CITGO of its petroleum marketing
activities in the Company’s distribution area.
 
 The
Company entered into a retail supply agreement with Arizona Fuel Distributors,
L.L.C. to purchase Mobil and Shell brand fuels for the Company’s three Arizona
retail locations.  The Company will pay a distributor’s markup price
of $0.015 per gallon purchased.  The retail supply agreement for Mobil
brand fuels is for a period of ten years beginning on March 20, 2007 and shall
continue on a month to month basis until terminated by the
Company.  The Company may terminate the agreement after the term has
expiried by giving thirty days advance written notice to Arizona Fuel
Distributors, L.L.C.  The retail agreement for Shell brand fuels is
for a period of ten years beginning on March 20, 2007 and shall continue on a
month to month basis until a new agreement is executed or Arizona Fuel
Distributors, L.L.C. terminates or does not renew the agreement in accordance
wth applicable law.  There are no minimum or maximum gallon purchase
requirements for the Company.
 
 The fact
that the Company is an authorized ExxonMobil distributor, and was an authorized
CITGO distributor through March 31, 2007, has significance in the Company’s
industry.  As a licensed distributor for ExxonMobil during the past
fiscal year, the Company purchased gasoline from ExxonMobil as a direct marketer
at the lowest wholesale prices offered by ExxonMobil.  The ExxonMobil
distribution agreement allows the Company to streamline its gasoline supply
arrangements and take advantage of volume-driven pricing by consolidating
purchases from these suppliers.
 
 The
ExxonMobil distribution agreement has a five-year term beginning September 1,
2005, and expiring August 31, 2010.  ExxonMobil’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 include bankruptcy or
breach of the agreement by the Company, and termination by ExxonMobil of its
petroleum marketing activities in the Company’s distribution
area.  ExxonMobil 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 agreement with ExxonMobil does not prohibit it from entering into
similar arrangements with other petroleum companies.  The terms of the
distribution agreement require the Company to purchase certain monthly minimum
quantities of gasoline during the term of the agreement, which quantities
include gasoline purchased for sale at its travel centers.  The
maximum monthly volume required to be distributed by ExxonMobil in any given
month is the greater of actual volume in the prior month or the actual volume in
the same month of the prior year.  The Company determines the amount
of gasoline it will purchase under the agreement based on what it believes its
needs will be for gasoline, including seasonal demands. These determinations are
based on historical sales and internal forecasts.
 
 During
the term of the prior ExxonMobil distribution agreement, purchases of ExxonMobil
met the minimum quantities for contract years ended March 31, 2004 and March 31,
2005.  During the term of the current ExxonMobil distribution
agreement, purchases met the minimum quantities.  The Company is on
target to meet its required three million gallons for the contract year ending
August 31, 2008.  The Company is not subject to any penalty if it
fails to meet the minimum quantity requirements.Additionally, the minimum
quantities can be increased or decreased, as applicable, to accommodate
additional travel centers, or losses of travel centers.
 
 In
addition to the requirement to purchase minimum amounts under the ExxonMobil
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.
 
 6
  Gasoline
Wholesaling
 
 The
Company wholesales ExxonMobil gasoline to three independent wholesale
locations.  All of the contracts with the wholesalers can be
terminated upon the occurrence of certain events including bankruptcy or breach
of the agreement, termination by ExxonMobil of its petroleum marketing
activities in the Company’s distribution area or upon 30 days’ notification to
the Company.  The terms of the contracts allow the three independent
wholesalers to purchase a maximum gallon quantity of 105% of the gallons
purchased in the preceding calendar year.  There are no minimum gallon
quantity requirements for any of the three contracts.
 
 Over the
past five years, wholesaling of gasoline has accounted for, on average,
approximately 13.5% of overall revenues.  The Company anticipates
expanding its current level of gasoline wholesaling and is marketing its
wholesaling business.
 
 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, 2008, the Company had approximately 117 full-time and 22 part-time
employees; 38 were located in Arizona, 101 were located in New
Mexico.  None of the Company’s employees are covered by a collective
bargaining agreement and the Company believes that relations with its employees
are good.
 
 Regulation
 
 The
Company’s operations are subject to regulation for dispensing gasoline,
maintaining mobile homes, dispensing food, sales of fireworks, sales of cactus,
operating outdoor advertising signs, waste disposal and air quality
control.  The Company also must maintain registration of company
vehicles, general business licenses and corporate licenses.
 
 The
Company is subject to federal, state and local laws and regulations governing
the use, storage, handling, and disposal of petroleum products.  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.
 
 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.
 
 7
  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.
 
 The
Company anticipates that in the next twelve months 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 be
approximately $3,000.
  Trademarks
 
 The
Company operates its travel centers under a number of its own trademarks such as
The Thing, Butterfield Station and Bowlin’s Running Indian, as well as certain
trademarks owned by third parties and licensed to the Company, such as the Dairy
Queen, Dairy Queen/Brazier, ExxonMobil, Shell and Mobil
trademarks.  The Company’s right to use the trademarks Dairy Queen,
Dairy Queen/Brazier, ExxonMobil, Shell and Mobil are derived from the agreements
entered into with these companies, and these rights expire when those agreements
expire or are terminated.  The Company has a Federal trademark for
“BOWLIN” that is effective through 2008.  All other rights to trade
names that the Company uses in its operations are protected through common law
or state rights granted through a registration process.  The Company
believes that its trademark rights will not materially limit competition with
its travel centers.  The Company also believes that, other than its
Federal trademark for “BOWLIN”, none of the trademarks owned are material to
overall business; however, the loss of one or more of our licensed trademarks
could have an adverse effect.
 
 Trademark
      / Trade Name
              
              Where
      Registered
              
              Expiration
      of RegistrationBOWLIN
              
              United
      States Patent and
                Trademark
      Office
              
              October
      27, 2008Bowlin’s
      Running Indian
              
              New
      Mexico
              
              March
      30, 2014Bowlin
      Travel Centers
              
              Arizona
              
              April
      24, 2011
 
 In May
2005, the Company copyrighted various artworks with the US Copyright
Office.  The copyrights remain in effect for 95 years from the
publication date or 120 years from the date of creation whichever is
shorter.  The copyrights have varying dates of creation and
publication.


ITEM 1A.
            RISK FACTORS




Not applicable.


ITEM 1B.
            UNRESOLVED STAFF
      COMMENTS





Not
applicable.





8


ITEM 2.
            PROPERTIES




As of
January 31, 2008, the Company operated ten travel centers, seven of which are in
New Mexico and three of which are in Arizona.   The Company owns
the real estate and improvements where five of its travel centers are located,
all of which are subject to mortgages.  Five 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-one 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
owns its principal office space as well as a central warehouse and distribution
facility occupying approximately 44,000 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.
 
 The following table lists the locations of the Company’s
facilities as of the date of this report, the size of such facilities and
whether they are leased or owned.
 
 Retail Location, Continuing Operations
              
              Size of Property
              
              Own/ LeaseAkela FlatsTrading Post
              
              6,100 sq. ft.
              
              Own20 miles east ofDemingNMon
      I-10Bluewater DQTravelCenter
              
              6,500 sq. ft.
              
              Own10 miles west of Grants NM on
      I-40Butterfield Station DQTravelCenter
              
              10,400 sq. ft.
              
              Own20 miles west ofDemingNMon
      I-10Continental Divide Trading
    Post
              
              8,000 sq. ft.
              
              Lease20 miles east ofLordsburgNMon
      I-10Flying C Ranch DQTravelCenter
              
              10,400 sq. ft.
              
              Own40 miles west ofSanta RosaNMon
      I-10Old West Trading Post
              
              8,200 sq. ft.
              
              Lease15 miles west ofLas
      CrucesNMon
      I-10PicachoPeakDQTravelCenter
              
              6,300 sq. ft.
              
              Lease45 miles west ofTucsonAZon
      I-10PicachoPeakPlaza
              
              10,800 sq. ft.
              
              Lease45 miles west ofTucsonAZon
      I-10The Thing DQTravelCenter
              
              9,400 sq. ft.
              
              Lease17
      miles east of Benson AZ on I-10Retail Location, Discontinued
      Operations
              
              Size of Property
              
              Own/ LeaseAlamogordoRunning Indian Trading Post
              
              3,800 sq. ft.
              
              Own4 miles north ofAlamogordoNMon
      US70EdgewoodTravelCenter
              
              2,800 sq. ft.
              
              OwnI-40 atEdgewoodNMInterchange




9


ITEM 3.
            LEGAL
      PROCEEDINGS


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




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


The
Company did not submit any matters to a vote of security holders in the fourth
quarter of fiscal 2008.


PART II





ITEM 5.
            MARKET FOR REGISTRANT’S COMMON
      EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY
      SECURITIES




As of
April 25, 2008, there were 4,583,348 shares of common stock of the Company
outstanding.  There are no outstanding options or warrants to
purchase, or securities convertible into shares of common stock of the
Company.  Shares of the common stock of the Company are traded on the
OTC Bulletin Board under the symbol “BWTL”. As of April 22, 2008, there were
approximately 25 holders of record of the Company’s common stock.  A
greater number of holders of the Company’s common stock are “street name” or
beneficial holders, whose shares are held of record by banks, brokers, and other
financial institutions.  The following table sets forth the high and
low sales prices for the Company’s common stock for each quarter during the past
two fiscal years. These over-the-counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.  The Company made no purchases of its
equity securities in the fourth quarter of fiscal 2008.
 
 Fiscal Year Ended January 31,
      2007
              
              High
              
              LowFiscal
      Quarter Ended 4/30
              
              $1.85
              
              $1.51Fiscal
      Quarter Ended 7/31
              
              $2.25
              
              $1.60Fiscal
      Quarter Ended 10/31
              
              $2.00
              
              $1.59Fiscal
      Quarter Ended 1/31
              
              $2.80
              
              $1.60Fiscal Year Ended January 31,
      2008
              
              High
              
              LowFiscal
      Quarter Ended 4/30
              
              $2.00
              
              $1.61Fiscal
      Quarter Ended 7/31
              
              $2.25
              
              $1.53Fiscal
      Quarter Ended 10/31
              
              $2.10
              
              $1.70Fiscal
      Quarter Ended 1/31
              
              $2.05
              
              $1.69
 
 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 at its discretion from funds legally available therefore, 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, the Company has not
paid dividends.  Any declaration or payment of dividends by the
Company would be subject to the discretion of the Board of
Directors.
 
 10
 In the
Company’s Articles of Incorporation, pursuant to Nevada Revised Statutes 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.




ITEM 6.
            SELECTED FINANCIAL
      DATA




Not
applicable.


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




Overview
 
 The
following is a discussion of the financial condition of the Company as of
January 31, 2008 and 2007 and the results of operations of the Company as of and
for the three fiscal years ended January 31, 2008, 2007 and
2006.  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.
 
 The Company’s gross retail
sales include merchandise, retail gasoline
sales, restaurant sales and wholesale gasoline sales.  Each of the
Company’s travel center locations retail a variety of unique
Southwestern souvenirs and gifts.  Eight of the ten retail operations
retail gasoline.  Five of the Company’s ten locations
have
full-service restaurants that operate under the Dairy Queen/Brazier or Dairy
Queen brand names. The merchandise, gasoline and restaurant retail sales are all
a part of the Company’s ongoing retail business and have been
aggregated.
 
 The
Company wholesales gasoline to three independent third party
locations.  All of the independent third party wholesale locations
sell ExxonMobil gasoline.  The wholesale gasoline does not meet the
operating segment definition criteria of paragraph 10(b) of FAS 131,
“Disclosures about Segments of an Enterprise and Related Information” as the
Company does not review wholesale gasoline operating results for decision making
about resource allocation.  Therefore, wholesale gasoline sales have
been aggregated with the Company’s business activities.
 
 11
 
 Results
of Operations
 
 Fiscal
Year Ended January 31, 2008 (Fiscal 2008) Compared to Fiscal Year Ended January
31, 2007 (Fiscal 2007)
 
 Gross
sales from continuing operations at the Company’s travel centers increased by
2.4% to $28.651 million for the twelve months ended January 31, 2008, from
$27.973 million for the twelve months ended January 31,
2007.  Merchandise sales from continuing operations decreased 1.2% to
$9.312 million for the twelve months ended January 31, 2008, from $9.426 million
for the twelve months ended January 31, 2007.  The decrease is due to
a decrease in general merchandise sales, handmade jewelry sales and t-shirt
sales as well as weather related conditions that slowed overall highway traffic
during the first quarter of fiscal 2008 offset by an increase in gold, c-store
and moccasin sales.  In addition, the increase in gasoline prices
continues to have a negative impact on travel and sales.  Retail
gasoline sales from continuing operations increased 7.7% to $10.881 million for
the twelve months ended January 31, 2008, from $10.101 million for the same
period in 2007.  The increase is due to market price increases as the
average gallon of gasoline retailed for $3.12 for the twelve months ended
January 31, 2008, compared to $2.80 for the twelve months ended January 31,
2007, partially offset by a decrease in gallons sold of approximately 122,000
gallons.  Restaurant sales from continuing operations decreased 1.0%
to $2.374 million for the twelve months ended January 31, 2008, from $2.397
million for the twelve months ended January 31, 2007.  The decrease is
due to increases in convenience store food sales at Picacho Peak Plaza that
negatively affect restaurant sales at the Picacho Peak DQ, partially offset by
increases in retail prices during the first quarter of fiscal year
2008.  In addition, increases in gasoline prices continue to have a
negative impact on travel and restaurant sales.  Wholesale gasoline
sales to independent retailers increased 0.6% to $6.084 million for the twelve
months ended January 31, 2008, from $6.049 million for the twelve months ended
January 31, 2007.  The increase is primarily due to market price
increases offset by a decrease in gallons purchased during fiscal year
2008.
 
 Cost of
goods sold from continuing operations increased 4.0% to $19.670 million for the
twelve months ended January 31, 2008, from $18.910 million for the twelve months
ended January 31, 2007.  Merchandise cost of goods from continuing
operations decreased 0.2% to $3.191 million for the twelve months ended January
31, 2008, from $3.196 million for the twelve months ended January 31,
2007.  This decrease is related to the decrease in sales as well as
weather related conditions that slowed overall highway traffic during the first
quarter of fiscal 2008.  Retail gasoline cost of goods sold from
continuing operations increased 7.8% to $9.724 million for the twelve months
ended January 31, 2008, from $9.018 million for the twelve months ended January
31, 2007. The increase corresponds to market price increases and is partially
offset by a decrease in gallons sold.  Restaurant cost of goods sold
from continuing operations increased 3.3% to $695,000 for the twelve months
ended January 31, 2008, from $673,000 for the twelve months ended January 31,
2007.  The increase is primarily due to increases in fuel delivery
surcharges.  Wholesale gasoline cost of goods sold increased 0.6% to
$6.060 million for the twelve months ended January 31, 2008, from $6.023 million
for the twelve months ended January 31, 2007.  The increase is
primarily due to market price increases offset by a decrease in gallons
purchased during fiscal year 2008.  Cost of goods sold from continuing
operations as a percentage of gross revenues increased to 68.7% for the twelve
months ended January 31, 2008, as compared to 67.6% for the twelve months ended
January 31, 2007.  The increase is primarily due to the increase in
gasoline cost of goods sold as a result of overall market prices increases
partially offset by a decrease in fuel gallons purchased.
 
 Gross
profit from continuing operations decreased 3.7% to $8.513 million for the
twelve months ended January 31, 2008, from $8.840 million for the twelve months
ended January 31, 2007.  The decrease is primarily attributable to a
decrease in merchandise sales and increases in customer
discounts.  The increase in customer discounts is due to a gold
jewelry sale that began before Mother’s Day and continued throughout the year
and a 25% off sale on all merchandise in August 2007.
 
 12
 General
and administrative expenses for continuing operations consist of salaries,
bonuses and commissions for travel center personnel, property costs and repairs
and maintenance.  General and administrative expenses for continuing
operations also include executive and administrative compensation and benefits,
accounting, legal and investor relations fees.  General and
administrative expenses from continuing operations increased 5.4% to $7.490
million for the twelve months ended January 31, 2008, from $7.109 million for
the twelve months ended January 31, 2007.  The increase is primarily
due to general repair and maintenance that includes snow removal and wind damage
as well as an increase in weed and trash clean up at the retail locations,
donations, accounting costs related to Section 404 of Sarbanes-Oxley internal
controls over financial reporting compliance, utilities also related to the
unusual winter weather, and costs associated with the Company’s inventory
bar-coding project.  The increase in general and administrative
expenses is partially offset by decreases in freight as a result of volume
purchasing, overall insurance and personnel related costs.
  Depreciation
and amortization expense from continuing operations increased 5.7% to $801,000
for the twelve months ended January 31, 2008, from $758,000 for the twelve
months ended January 31, 2007.  The increase is associated with
certain asset additions for the twelve months ended January 31, 2008 offset by
some assets becoming fully depreciated or disposed of.
 
 The above
factors contributed to an overall decrease in operating income from continuing
operations of 77.2% to $222,000 for the twelve months ended January 31, 2008,
compared to operating income from continuing operations of $972,000 for the
twelve months ended January 31, 2007.
 
 Non-operating
income (expense) related to continuing operations includes interest income,
rental income and interest expense.  Interest income increased 101.1%
to $189,000 for the twelve months ended January 31, 2008, from $94,000 for the
twelve months ended January 31, 2007.  The increase is primarily due
to higher interest rates in the current period and additional certificates of
deposit purchased by the Company from the proceeds of the sale of the Rio
North facility.  Gains from the sale of property and equipment
decreased to $26,000 for the twelve months ended January 31, 2008 from $113,000
for the twelve months ended January 31, 2007.  The fiscal 2008 gain of
$26,000 is due to payments of $42,000 received related to notes receivable
that include deferred gains, an earnest deposit of $24,000 that was forfeited
due to a purchase agreement closing date expiring, a gain of $5,000 from the
sale of property, fixtures and equipment located in Lordsburg, New Mexico to Don
Juan Restaurant and a gain on the sale of vehicles of $1,000, partially offset
by a write off of $28,000 of impaired assets and a loss on building and
equipment of $18,000.  The fiscal 2007 gain of $113,000 is due to
payments of $37,000 received related to notes receivable that include deferred
gains, the gain on the sale of two vehicles and various equipment of $2,000 as
well as the sale of fill dirt to a construction company working in southern New
Mexico for $24,000 and the sale of an easement for
$50,000.  Miscellaneous income of $2,000 for the twelve months ended
January 31, 2008, is due to a movie company using one of the Company’s land
locations for filming.  There was no miscellaneous income for fiscal
year ending January 31, 2007.  Rental income was $159,000 for the twelve
months ended January 31, 2008 compared to $176,000 for the twelve months ended
January 31, 2007.  Interest expense increased 11.3% to $374,000 for
the twelve months ended January 31, 2008, from $336,000 for the twelve months
ended January 31, 2007.  The increase is primarily due to fees related
to the exchange of debt of approximately $62,000 which are partially offset by
the Company’s exchange of debt with its primary lender in November 2007 that
resulted in a lower interest rate.
 
 Income
from continuing operations before income taxes decreased 77.9% to $225,000 for
the twelve months ended January 31, 2008, compared to income from continuing
operations before income taxes of $1.020 million for the twelve months ended
January 31, 2007.  As a percentage of gross revenues, income from
continuing operations before income taxes was 0.8% for the twelve months ended
January 31, 2008, compared to 3.6% for the twelve months ended January 31,
2007.
 
 Income
tax expense from continuing operations decreased 75.1% to $103,000 for the
twelve months ended January 31, 2008, compared to an income tax expense of
$413,000 for the twelve months ended January 31, 2007.  The decrease
is primarily due to the decrease in operating income from continuing operations
as well as a decrease in non-operating gains from the sale of property and
equipment partially offset by the increase in interest expense.  The
effective tax rate for fiscal 2008 was 45.7%, compared to 40.5% for fiscal
2007.  The effective tax rate increased by 5.2% from fiscal 2008 to
fiscal 2007 as a result of permanent and timing differences related to federal
and state income taxes as a result of deferred tax assets and liabilities
recognized for future tax consequences attributable to differences between
financial statement carrying amounts of existing current assets and
liabilities.
 
 13
  Discontinued
operations represents property held for sale and is classified as a component
separate from continuing operations in the income statement as defined in FAS
Statement No. 144 – Accounting for Impairment or Disposal of Long-lived Assets
(as amended).  At January 31, 2008, discontinued operations consisted
of three of the Company’s retail locations.  Two retail locations are
for sale and one of the retail locations is no longer in
operation.  The third retail location sold May 24,
2007.  The loss from discontinued operations for the twelve months
ended January 31, 2008 is $357,000 compared to a loss from discontinued
operations for the twelve months ended January 31, 2007 of
$343,000.  The income tax benefit for discontinued operations for the
twelve months ended January 31, 2008 is $143,000 compared to an income tax
benefit of $139,000 for the twelve months ended January 31, 2007.
 
 Income in
the amount of $549,000, net of income tax expense, from the disposal of one
discontinued operation on May 24, 2007, is due to the sale of property, fixtures
and equipment located 17 miles west of Albuquerque, New Mexico at the Rio Puerco
exit.  The gain on the sale of the property, fixtures and equipment of
approximately $967,000 was reduced by the retirement of loan fees of
approximately $69,000 that were related to this retail location due to the
exchange of debt, and is net of income tax expense of approximately
$349,000.
 
 The
foregoing factors contributed to net income for the twelve months ended January
31, 2008 of $458,000 compared to a net income of $604,000 for the twelve months
ended January 31, 2007.
 
 Liquidity
and Capital Resources
 
 At
January 31, 2008, the Company had working capital of $6.706 million compared to
working capital of $5.051 million at January 31, 2007 (“working
capital”is the excess of total current
assets over total current liabilities).  At January 31, 2008,
the Company had a current ratio of 5.4:1
compared to a current ratio of 3.7:1 at January 31, 2007 (“current ratio” is the
ratio of current assets to current liabilities).  The increase in
working capital is due to an increase in
marketable securities of $1.847 million, an increase in accounts receivable of
$51,000, an increase in the deferred income tax asset of $52,000, an increase in
interest receivable of $13,000, an increase in the current portion of notes
receivable of $5,000, a decrease in the current portion of long-term debt of
$80,000, a decrease in accounts payable of $181,000, a decrease in accrued
liabilities of $60,000 and a decrease in deferred revenue of $19,000, partially
offset by a decrease in cash of $409,000 and a decrease in inventory of
$244,000.The increase in marketable securities, which consists of
twelve-month certificates of deposit, is due to $347,000 of certificates with
maturity dates greater than three months as well as the purchase of $1.500
million in certificates with part of the proceeds fromthe sale of
Rio Puerco on May 24, 2007.  The increase in accounts receivable is
primarily due to timing of electronic fund transfers related to the
Company’s wholesale gasoline sales.  The increase in
income taxes is primarily due to decreases in federaland state income
taxes as a result of deferred tax assets and liabilities recognized for future
tax consequences attributable to differences between financial statement
carrying amounts of existing current assets and liabilities and their respective
tax bases.  The increase in interest receivable is
primarily due to additional certificates of deposit.  The decrease in
the current portion of long-term borrowing is normal scheduled payments that
have decreased due to the exchange of real estate debt with theCompany’s primary lender
Bank of the West effective November 30, 2007, as well as changes in terms
agreements with the Company’s primary lender, Bank of the West, effective September
29, 2007.  The November 30, 2007 exchange of debt released all of the
Company’s assets and substituted several specific properties as
collateral to secure the payment of real estate debt and the interest rate on
such debt is currently set at 5.92% for the next five years.  The
September 29, 2007 change in terms modified the Company’s interest rates
on other debt with Bank of the West from a variable rate of interest subject to
annual adjustment to a variable rate of interest subject to adjustment every
five years, currently set at 7.26%.  The decrease in accounts payable
is primarily due to timing of electronic fund transfers related
to the Company’s wholesale gasoline sales.  The decrease in
accrued liabilities is due to decreases in accrued salaries and
wages.  The decrease in deferred revenue is a result of outdoor
advertisingbillboard revenue as the Company had several annual
contracts that did not begin until August 1, 2007.  Thedecrease in cash balances at the end of January 31, 2008
is a result of a decrease in gross profit due to increases in discounts on sales
and costof goods sold offset by the income from the disposal of
discontinued operations.  The decrease in inventory is due to
decreases at the Company’s central warehouse partially offset by higher gasoline
inventory as well as higher costs to purchase fuel.
 
 14
 The Company’s travel center operations are subject to seasonal
fluctuations.  The first quarter of the Company’s fiscal year is
typically the weakest.  The second quarter is normally the
Company’s strongest due to the summer being the
Company’s peak season.  The third quarter is
not as strong due to the end of summer.  The fourth quarter is
generally weak but is partially offset byHolidaysales.  Therefore, through out the Company’s fiscal year,
revenues and earnings may experience substantial fluctuations fromquarter to
quarter.  These fluctuations could result in periods of increased or
decreased cash flow as well as increased or decreased net
income.
  The net
cash provided by operating activities was $245,000 at January 31, 2008, compared
to $1.208 million at January 31, 2007.  During fiscal 2008, there was
a increase in the gain on sale of prope rty and
equipment of $879,000, a decrease in net income of $146,000, a decrease in
depreciation and amortization of $14,000, a decrease in loan fee amortization of
$11,000, an increase in the provision for deferred income taxes of $67,000
offset by the retirement of debt issuance costs of $132,000 and a decrease in
net operating assets and liabilities of $24,000.  During fiscal 2007,
there was a decrease in the gain on the sale of property and equipment of
$83,000 and a decrease in the provision for deferred income taxes of $12,000
partially offset by a decrease in net income of $46,000, a decrease in loan fee
amortization of $11,000 and a decrease in net operating assets and liabilities
of $20,000.
 
 Net cash
used in investing activities was $398,000 at January 31, 2008, compared to net
cash provided by investing activities of $401,000 at January 31,
2007.  During fiscal 2008, there was an increase in the proceeds from
the sale of assets of $2.390 million, a decrease in notes receivable of $53,000,
an increase of payments received from notes receivable of $59,000, an increase
in the investment of real estate of $4,000 offset by an increase in purchases of
property and equipment of $377,000, the purchase of additional certificates of
deposit of $1.500 million, and a decrease in marketable securities of
$615,000.  During fiscal 2007 there was a decrease in the proceeds
from the sale of property and equipment of $326,000, an increase in
purchases of property and equipment of $249,000, a decrease in the investment in
real estate of $25,000, and increase in note receivable of $53,000 and a
decrease in payments received from notes receivable of $136,000 partially offset
by an increase in marketable securities of $189,000.
 
 Net cash
used in financing activities was $256,000 at January 31, 2008, compared to net
cash used in financing activities of $393,000 at January 31,
2007.  Payments on long-term debt were $222,000 compared to payments
on long-term debt of $387,000 at January 31, 2007.  Payments for debt
issuance costs were $34,000 at January 31, 2008 compared to debt issuance costs
of $6,000 at January 31, 2007.  The increase in debt issuance costs is
due to costs associated with the exchange in real estate debt with the Company’s
primary lender effective November 30, 2007.
 
 The
Company’s business and cash flow from operations rely on revenues generated from
the sale of gasoline.  During the year ended January 31, 2008, retail
gasoline sales from continuing operations accounted for approximately 32.5% of
the Company’s net sales.  To the extent that the availability of
gasoline was restricted for any reason, including due to storms, political
issues, pipeline disruptions, war, act or threats of terrorism in the United
States or abroad, the Company's gross sales would be affected, thereby reducing
the amount of net cash that would be provided by operating
activities.  It is impossible to foresee or predict the exact economic
effect on cash flows that any such restriction would have.
 
 As of
January 31, 2008, the Company was indebted to its primary lender, Bank of the
West, in an aggregate principal amount of approximately $4.705
million.  The Company exchanged its real estate debt with its primary
lender on November 30, 2007.  The interest rate is currently set at
5.92% for the next five years and is subject to adjustment every five
years.  The debt matures November 2017.  The Company’s total
monthly payments on outstanding long-term debt are approximately
$34,000.  In accordance with EIFT Issue No 96-19, “Debtor’s Accounting
for a Modification of Exchange of Debt Instruments”, the original debt was
considered extinguished because of substantially different
terms.  Therefore, loan fees of approximately $131,000 associated with
the original debt were retired during the second quarter of the fiscal year
ended January 31, 2008.
 
 Under the
new November 30, 2007 real estate debt with Bank of the West, the Company must
maintain a minimum debt service coverage ratio, calculated annually from the
Company’s audited fiscal year financial statements.  For fiscal year
ended January 31, 2008, the Company was not aware of any non-compliance with the
minimum financial ratio.
 
 15
 As of
January 31, 2007, the Company was indebted to various banks in an aggregate
principal amount of $4.927 million.  The loans and promissory notes
matured at dates from September 2008 to February 2015 and accrued interest at
fixed interest rates ranging from 6.0% to 7.26% per annum.  The
Company’s total monthly payments on outstanding long-term debt obligations were
approximately $47,000.
  Approximately
$4.870 million of the $4.927 million outstanding as of January 31, 2007 was
borrowed under the Master Loan Agreement with Bank of the West.  Under
the Master Loan Agreement, the Company granted a security interest in
substantially all of its assets as security interests against its obligations
under the agreement.  In addition, the Company was required to
maintain minimum financial ratios, calculated quarterly from fiscal quarter
reviewed statements with income and expense items
annualized.   There are other certain restrictions and
limitations, including the restrictions on payment of dividends by the Company,
limitation on the issuance of additional debt, the redemption of capital stock
and the sale or transfer of assets.  For fiscal year ending January
31, 2007, the Company was not aware of any non-compliance with the minimum
financial ratios.
  The
Company has forecasted approximately $750,000 for capital commitments for fiscal
year 2008 consisting 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.
 
 The
Company is unaware of any trends or demands, commitments or uncertainties that
will result or are reasonably likely to result in liquidity increasing or
decreasing in any material way over the next twelve months.  The
Company believes that its working capital and the cash flow generated from
current operations will be sufficient to fund operations over the next twelve
months without borrowing any additional funds under the credit
facility.  The Company is not currently a party to any agreements to
acquire any additional travel centers.  If the Company were to acquire
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.
 
 The Company leases land at several of its retail
operating locations.The leasing agreements for the various
locations include 5 to 35 year leases with remaining lives on those leases
ranging from approximately 4 to 30 years at January 31, 2008.  The
rent payment for one of the contingent rentals is determined based on a fixed
annual payment of $20,000, adjusted annually according to the consumer price
index (CPI) plus 2.5% revenues from merchandise and Dairy Queen sales and
$0.0025 per gallon of gasoline sold at such location.  The rent
payment for another of the contingent rentals is determined based on a fixed
annual payment of $11,500, adjusted annually by 3%.  The rent payment
for another of the contingent leases is determined based on 3% of revenues from
merchandise sold at such location, plus $0.02 per gallon of gasoline sold at
such location.  The rent payment for another of the contingent leases
is determined based on a fixed annual payment of $23,900 adjusted every five
years according to the consumer price index (CPI), plus 2.5% of revenues from
merchandise sales and $0.0025 per gallon of gasoline sold at such
location.  The rent payment for the last of the contingent leases is
determined based on a fixed monthly amount of $4,267 plus 10% of revenues from
merchandise sales at such location, up to $250,000, plus 5% of revenue from
Dairy Queen sales at such location, up to $140,000, plus $0.005 per gallon of
gasoline sold at such location with a base of $100.00 per month; the percentages
decrease to 5% of revenues from merchandise sales in excess of $250,000, and 3%
of revenues from Dairy Queen sales in excess of $140,000,
respectively.  In most cases, the Company is responsible for certain
repairs and maintenance, insurance, property taxes or property tax increases,
and utilities.


ITEM 7A.
            QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET
RISK


Not
applicable.


ITEM 8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA




Following
on next page.




16


BOWLIN TRAVEL CENTERS,
INC.
 
 Financial
Statements
 
 January 31, 2008
and 2007
 
 
 17
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 To the
Board of Directors and
 Stockholders
of Bowlin Travel Centers, Inc.
 
 We have
audited the accompanying balance sheets of Bowlin Travel Centers, Inc. as of
January 31, 2008 and 2007, and the related statements of income, stockholders’
equity and cash flows for each of the years in the two-year period ended January
31, 2008.  Bowlin Travel Center, Inc.’s management is responsible for
these financial statements.  Our responsibility is to express an
opinion on these financial statements based on our audits.  The
statements of income, stockholders’ equity, and cash flows of Bowlin Travel
Centers, Inc. for the year ended January 31, 2006 were audited by Moss Adams,
LLP, whose report dated April 28, 2006, expressed an unqualified opinion on
those statements
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.  An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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. as of
January 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two-year period ended January 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
  Accounting
      & Consulting Group, LLP/s/
      Accounting & Consulting Group, LLP
  Albuquerque,
New Mexico
 April 23,
2008
 18


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
of Directors
 Bowlin
Travel Centers, Inc.
 Albuquerque,
New Mexico
  We have
audited the accompanying statements of income, stockholders’ equity and cash
flows for the year ended January 31, 2006 of Bowlin Travel Centers, Inc. 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 audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 audit provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of its operations and its cash flows of Bowlin
Travel Centers, Inc. for the year ended January 31, 2006, in conformity with
accounting principles generally accepted in the United States of
America.
   /s/ Moss
Adams LLP
  Albuquerque,
New Mexico
 April 28,
2006
 
 19
 BOWLIN
      TRAVEL CENTERS, INC.Balance
      SheetsJanuary
      31, 2008 and 2007Assets
                  
                  2008
                  
                  
                  2007Current
      assets:Cash
      and cash equivalents
                  
                  $
                  1,899,021
                  
                  
                  
                  2,307,996Marketable
      securities
                  
                  
                  2,300,000
                  
                  
                  
                  453,000Accounts
      receivable
                  
                  
                  94,183
                  
                  
                  
                  43,103Inventories
                  
                  
                  3,410,625
                  
                  
                  
                  3,654,883Income
      taxes
                  
                  
                  244,994
                  
                  
                  
                  192,794Interest
      receivable
                  
                  
                  29,453
                  
                  
                  
                  16,040Prepaid
      expenses
                  
                  
                  208,119
                  
                  
                  
                  209,080Notes
      receivable, current maturities
                  
                  
                  59,916
                  
                  
                  
                  55,285Total
      current assets
                  
                  
                  8,246,311
                  
                  
                  
                  6,932,181Property
      and equipment, net
                  
                  
                  9,854,502
                  
                  
                  
                  9,706,171Assets
      held for sale
                  
                  
                  1,123,300
                  
                  
                  
                  2,558,747Intangible
      assets, net of $110,916 and $361,905 accumulated
    amortization
                  
                  
                  46,839
                  
                  
                  
                  161,702Investment
      in real estate
                  
                  
                  418,663
                  
                  
                  
                  415,404Notes
      receivable, less current portion
                  
                  
                  171,995
                  
                  
                  
                  232,163Total
      assets
                  
                  $
                  19,861,610
                  
                  
                  
                  20,006,368Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Current
      maturities of long-term debt
                  
                  $
                  128,386
                  
                  
                  
                  180,621Current
      maturities of long-term debt of assets held for sale
                  
                  
                  —
                  
                  
                  
                  28,006Accounts
      payable
                  
                  
                  769,057
                  
                  
                  
                  950,578Accrued
      salaries and benefits
                  
                  
                  386,277
                  
                  
                  
                  406,773Accrued
      liabilities
                  
                  
                  232,985
                  
                  
                  
                  272,104Deferred
      revenue, current
                  
                  
                  23,470
                  
                  
                  
                  42,826Total
      current liabilities
                  
                  
                  1,540,175
                  
                  
                  
                  1,880,908Deferred
      income taxes
                  
                  
                  639,000
                  
                  
                  
                  759,300Long-term
      debt, less current maturities
                  
                  
                  4,577,095
                  
                  
                  
                  4,197,883Long-term
      debt, less current maturities of assets held for sale
                  
                  
                  —
                  
                  
                  
                  520,648Total
      liabilities
                  
                  
                  6,756,270
                  
                  
                  
                  7,358,739Commitments
      and contingencies
                  
                  
                  —
                  
                  
                  
                  —Stockholders’
      equity:Preferred
      stock, $.001 par value; 1,000,000 shares authorized,none
      issued or outstanding at January 31, 2008 and 2007
                  
                  
                  —
                  
                  
                  
                  —Common
      stock, $.001 par value; 10,000,000 shares authorized,4,583,348
      issued and outstanding at January 31, 2008 and 2007
                  
                  
                  4,583
                  
                  
                  
                  4,583Additional
      paid-in capital
                  
                  
                  9,775,192
                  
                  
                  
                  9,775,192Retained
      earnings
                  
                  
                  3,325,565
                  
                  
                  
                  2,867,854Total
      stockholders’ equity
                  
                  
                  13,105,340
                  
                  
                  
                  12,647,629Total
      liabilities and stockholders’ equity
                  
                  $
                  19,861,610
                  
                  
                  
                  20,006,368
 See
accompanying notes to financial statements.
 20
  BOWLIN
      TRAVEL CENTERS, INC.Statements
      of IncomeYears
      ended January 31,2008
                  
                  
                  2007
                  
                  
                  2006Gross
      sales
                  
                  $
                  28,651,097
                  
                  
                  
                  27,973,253
                  
                  
                  
                  23,442,062Less
      discounts on sales
                  
                  
                  (468,180
                  )
                  
                  
                  (222,678
                  )
                  
                  
                  (189,806
                  )Net
      sales
                  
                  
                  28,182,917
                  
                  
                  
                  27,750,575
                  
                  
                  
                  23,252,256Cost
      of goods sold
                  
                  
                  19,670,382
                  
                  
                  
                  18,909,999
                  
                  
                  
                  14,394,561Gross
      profit
                  
                  
                  8,512,535
                  
                  
                  
                  8,840,576
                  
                  
                  
                  8,857,695General
      and administrative expense
                  
                  
                  (7,489,912
                  )
                  
                  
                  (7,109,860
                  )
                  
                  
                  (6,923,694
                  )Depreciation
      and amortization
                  
                  
                  (800,723
                  )
                  
                  
                  (758,452
                  )
                  
                  
                  (740,839
                  )Operating
      income
                  
                  
                  221,900
                  
                  
                  
                  972,264
                  
                  
                  
                  1,193,162Other
      non-operating income (expense):Interest
      income
                  
                  
                  189,212
                  
                  
                  
                  94,322
                  
                  
                  
                  69,385Gain
      on sale of property and equipment
                  
                  
                  26,191
                  
                  
                  
                  113,456
                  
                  
                  
                  196,593Rental
      income
                  
                  
                  159,358
                  
                  
                  
                  175,586
                  
                  
                  
                  173,546Miscellaneous
                  
                  
                  2,125
                  
                  
                  
                  —
                  
                  
                  
                  —Interest
      expense
                  
                  
                  (374,078
                  )
                  
                  
                  (335,517
                  )
                  
                  
                  (322,134
                  )Total
      other non-operating income
                  
                  
                  2,808
                  
                  
                  
                  47,847
                  
                  
                  
                  117,390Income
      from continuing operations before income taxes
                  
                  
                  224,708
                  
                  
                  
                  1,020,111
                  
                  
                  
                  1,310,552Income
      tax expense
                  
                  
                  (102,626
                  )
                  
                  
                  (413,232
                  )
                  
                  
                  (471,036
                  )Income from
      continuing operations
                  
                  
                  122,082
                  
                  
                  
                  606,879
                  
                  
                  
                  839,516Discontinued
      operationsLoss
      from operations of discontinuedcomponent
                  
                  
                  (356,837
                  )
                  
                  
                  (342,723
                  )
                  
                  
                  (295,299
                  )Income
      tax benefit
                  
                  
                  143,395
                  
                  
                  
                  138,832
                  
                  
                  
                  106,136(213,442
                  )
                  
                  
                  (203,891
                  )
                  
                  
                  (189,163
                  )Income
      from disposal of discontinuedoperations,
      net of income tax expense
                  
                  
                  549,071
                  
                  
                  
                  —
                  
                  
                  
                  —Unusual
      item
                  
                  
                  —
                  
                  
                  
                  201,200
                  
                  
                  
                  —Net
      income
                  
                  $
                  457,711
                  
                  
                  
                  604,188
                  
                  
                  
                  650,353Earnings
      (loss) per share:Basic
      and diluted, continuing operations
                  
                  $
                  0.03
                  
                  
                  
                  0.17
                  
                  
                  
                  0.18Basic
      and diluted, discontinued operations
                  
                  $
                  (0.05
                  )
                  
                  
                  (0.04
                  )
                  
                  
                  (0.04
                  )Basic
      and diluted, disposals of discontinued operations
                  
                  $
                  0.12
                  
                  
                  
                  —
                  
                  
                  
                  —Basic
      and diluted, net income
                  
                  $
                  0.10
                  
                  
                  
                  0.13
                  
                  
                  
                  0.14Weighted
      average common sharesoutstanding
                  
                  
                  4,583,348
                  
                  
                  
                  4,583,348
                  
                  
                  
                  4,583,348
  See accompanying
notes to financial statements.
 21
 BOWLIN
      TRAVEL CENTERS, INC.Statements
      of Stockholders’ EquityFor
      the Years Ended January 31, 2008, 2007 and 2006Common
                  
                  
                  AdditionalNumber
                  
                  
                  stock,
                  
                  
                  paid-in
                  
                  
                  Retainedof
      shares
                  
                  
                  at
      par
                  
                  
                  capital
                  
                  
                  earnings
                  
                  
                  TotalBalance
      at January 31, 2006
                  
                  
                  4,583,348
                  
                  
                  $
                  4,583
                  
                  
                  $
                  9,775,192
                  
                  
                  $
                  2,263,666
                  
                  
                  $
                  12,043,441Net
      income
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  604,188
                  
                  
                  
                  604,188Balance
      at January 31, 2007
                  
                  
                  4,583,348
                  
                  
                  
                  4,583
                  
                  
                  
                  9,775,192
                  
                  
                  
                  2,867,854
                  
                  
                  
                  12,647,629Net
      income
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  457,711
                  
                  
                  
                  457,711Balance
      at January 31, 2008
                  
                  
                  4,583,348
                  
                  
                  $
                  4,583
                  
                  
                  $
                  9,775,192
                  
                  
                  $
                  3,325,565
                  
                  
                  $
                  13,105,340
  See accompanying
notes to financial statements.
 22
 
 BOWLIN
      TRAVEL CENTERS, INC.Statements
      of Cash FlowsYears
      ended January 31,2008
                  
                  
                  2007
                  
                  
                  2006Cash
      flows from operating activities:Net
      income
                  
                  $
                  457,711
                  
                  
                  
                  604,188
                  
                  
                  
                  650,353Adjustments
      to reconcile net income tonet
      cash provided by operating activities:Depreciation
      and amortization
                  
                  
                  873,160
                  
                  
                  
                  887,597
                  
                  
                  
                  884,561Amortization
      of loan fee
                  
                  
                  14,465
                  
                  
                  
                  25,504
                  
                  
                  
                  36,963Gain
      on sale of property and equipment
                  
                  
                  (992,799
                  )
                  
                  
                  (113,456
                  )
                  
                  
                  (196,593
                  )Provision
      for deferred income taxes
                  
                  
                  (120,300
                  )
                  
                  
                  (52,900
                  )
                  
                  
                  (65,000
                  )Retirement
      of debt issuance costs
                  
                  
                  131,602
                  
                  
                  
                  —
                  
                  
                  
                  —Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  (51,080
                  )
                  
                  
                  (1,639
                  )
                  
                  
                  10,542Inventories
                  
                  
                  244,258
                  
                  
                  
                  (48,846
                  )
                  
                  
                  (99,206
                  )Prepaid
      expenses and other
                  
                  
                  (51,239
                  )
                  
                  
                  (126,236
                  )
                  
                  
                  88,111Accounts
      payable and accrued liabilities
                  
                  
                  (241,136
                  )
                  
                  
                  86,917
                  
                  
                  
                  (21,317
                  )Deferred
      income
                  
                  
                  (19,356
                  )
                  
                  
                  (52,728
                  )
                  
                  
                  (100,831
                  )Net
      cash provided by operating activities
                  
                  
                  245,286
                  
                  
                  
                  1,208,401
                  
                  
                  
                  1,187,583Cash
      flows from investing activities:Proceeds
      from sale of assets
                  
                  
                  2,448,483
                  
                  
                  
                  58,317
                  
                  
                  
                  384,309Purchases
      of property and equipment
                  
                  
                  (1,086,909
                  )
                  
                  
                  (709,632
                  )
                  
                  
                  (460,336
                  )Accrued
      interest receivable
                  
                  
                  (13,413
                  )
                  
                  
                  (3,052
                  )
                  
                  
                  8,230Investment
      in real estate
                  
                  
                  3,259
                  
                  
                  
                  (651
                  )
                  
                  
                  24,283Purchase
      of marketable securities
                  
                  
                  (1,500,000
                  )
                  
                  
                  —
                  
                  
                  
                  —Marketable
      securities
                  
                  
                  (347,000
                  )
                  
                  
                  268,000
                  
                  
                  
                  79,000Increase
      in notes receivable
                  
                  
                  —
                  
                  
                  
                  (53,000
                  )
                  
                  
                  —Payment
      received from notes receivable
                  
                  
                  97,751
                  
                  
                  
                  38,500
                  
                  
                  
                  174,899Net
      cash (used in) provided by investing activities
                  
                  
                  (397,829
                  )
                  
                  
                  (401,518
                  )
                  
                  
                  210,385Cash
      flows from financing activities:Payments
      on long-term debt
                  
                  
                  (221,677
                  )
                  
                  
                  (387,051
                  )
                  
                  
                  (740,407
                  )Payments
      for debt issuance costs
                  
                  
                  (34,755
                  )
                  
                  
                  (6,250
                  )
                  
                  
                  (6,350
                  )Net
      cash used in financing activities
                  
                  
                  (256,432
                  )
                  
                  
                  (393,301
                  )
                  
                  
                  (746,757
                  )Net
      (decrease) increase in cash and cash equivalents
                  
                  
                  (408,975
                  )
                  
                  
                  413,582
                  
                  
                  
                  651,211Cash
      and cash equivalents at beginning of year
                  
                  
                  2,307,996
                  
                  
                  
                  1,894,414
                  
                  
                  
                  1,243,203Cash
      and cash equivalents at end of year
                  
                  $
                  1,899,021
                  
                  
                  
                  2,307,996
                  
                  
                  
                  1,894,414
 
 (Continued)
 23
  BOWLIN
      TRAVEL CENTERS, INC.Statements
      of Cash FlowsYears
      ended January 31,2008
                  
                  
                  2007
                  
                  
                  2006Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                  
                  $
                  490,481
                  
                  
                  
                  421,950
                  
                  
                  
                  406,403Cash
      paid for income taxes
                  
                  $
                  480,000
                  
                  
                  
                  450,000
                  
                  
                  
                  370,000Noncash
      investing and financing activities:Real
      estate sold in exchange fornotes
      receivable
                  
                  $
                  —
                  
                  
                  
                  162,351
                  
                  
                  
                  116,612
  See
accompanying notes to financial statements.
 24
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 
 
 (1)
              Summary of Significant
      Accounting Policies
  (a)
              Description of
      Business
  Bowlin
Travel Centers, Inc. (“BTC” or “the Company”) is located in Albuquerque, New
Mexico.  The Company’s 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.  The Company’s principal business
activities include the operation of ten full-service travel centers and five
restaurants strategically located along well-traveled interstate highways in
Arizona and New Mexico where there are generally few gas stations, convenience
stores or restaurants.  The Company’s travel centers 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.  The Company operates
five full-service restaurantsunder the Dairy Queen/Brazier or Dairy
Queen trade names.  All of the Company’s
ten travel centers sell convenience store food such as chips, nuts, cookies and
prepackaged sandwiches along with a variety of bottled and canned
drinks.
 
 The
Company has a wholly owned subsidiary BMI, Inc., which is a dormant shell
corporation with no assets.  BMI, Inc. dissolved in fiscal year ending
2008.
  (b)
                  Cash and Cash
      Equivalents
  Cash and
cash equivalents include all cash balances and highly liquid investments with an
initial maturity of three months or less.  The Company places its cash
balances and temporary cash investments with high credit quality financial
institutions.  As of January 31, 2008, the Company was not aware of
any cash balances or temporary investments that exceeded the Federal Deposit
Insurance Corporation (FDIC) or Securities Investor Protection Corporation
(SIPC) limits, or that were not invested overnight in obligations of the U.S.
Government, however, at times such cash balances may be in excess of the FDIC or
SIPC insurance limits.  The Company has not experienced any losses in
relation to uninsured balances.
 (c)
                  Marketable
      Securities
  Marketable
securities consist of brokered certificates of deposit with maturities greater
than three months.  All certificates of deposit have maturity dates of
one year or less and are $100,000 and insured by Federal Deposit Insurance
Corporation insurance.
  (d)
                    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.  The Company is subject to the uniform
capitalization rules and capitalized $107,096 and $104,967 of direct and
indirect costs incurred during pre-sale periods to inventory at January 31, 2008
and January 31, 2007, respectively.
 25
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 (e)
                        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.
 (f)
                        Intangible
      Assets
  Debt
issuance costs are deferred and amortized over the terms of the respective
borrowings on a straight-line basis.  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.
 (g)
                        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.
 (h)
                        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.
 (i)
                        Excise and Gross Receipts
      Taxes
 The
Company collects and remits various federal and state excise taxes on petroleum
products.  Gasoline sales and cost of goods sold included excise taxes
of approximately $1,466,256, $1,396,507 and $1,629,913 for fiscal years ended
January 31, 2008, 2007 and 2006, respectively.
 
 The
Company also collects and remits gross receipts taxes on sales.  Gross
receipts taxes of approximately $706,651, $746,303 and $760,139 were collected
and remitted for fiscal years ended January 31, 2008, 2007 and 2006,
respectively.  Sales and cost of sales are presented net of gross
receipts taxes.
  (j)
                        Impairment of Long-lived
      Assets and Long-lived Assets to Be Disposed
      Of
  The
Company reviews its long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the
asset.  If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets.  Assets to be disposed of
are reported at the lower of the carrying amount of fair value less costs to
sell.
 26
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 (k)
                    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.
 (l)
                    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 financial statements in conformity with generally
accepted accounting principles.  The Company has identified the
estimated useful lives of its fixed assets and the valuation for deferred taxes
as its significant estimates.  Actual results could differ from all
estimates made.
  (m)
                    Earnings Per
      Share
 Earnings
per share of common stock, both basic and diluted, are computed by dividing net
income by the weighted average common shares outstanding, assuming the shares
distributed on January 30, 2001 were outstanding for all periods
presented.  Diluted earnings per share is calculated in the same
manner as basic earnings per share as there were no potential dilutive
securities outstanding for all periods presented.  There was no
issuance or acquisition of the Company’s outstanding common shares for fiscal
years ended January 31, 2008, 2007 and 2006,
respectively.
 (n)
                    Reclassifications
 Certain
2007 and 2006 amounts have been reclassified to conform to 2008
presentation.  Such reclassifications had no effect on net
income.  Property and equipment held for sale is reclassified as a
component separate from continuing operations in the income statement in
accordance with SFAS No. 144 – Accounting for Impairment or Disposal of
Long-lived Assets (as amended), paragraph 43.  Management’s intent is
to sell two of the Company’s retail locations in the ensuing fiscal
year.
 
 Marketable
securities consist of certificates of deposit with maturities greater than three
months and the sum of these certificates of deposit were reclassified from cash
to marketable securities.
 (o)
                    Accounts
      Receivable
  Accounts
receivable are carried at the original invoice amount less an estimate made for
doubtful receivables based on a review of all outstanding amounts on a monthly
basis.  Management determines the allowance for doubtful accounts by
identifying troubled accounts and by using historical experience applied to an
aging of accounts.  Accounts receivable are written off when deemed
uncollectible.  Recoveries of accounts receivable previously written
off are recorded when received.
  Management
believes that all accounts receivable are fully
collectable.  Therefore, no allowance for doubtful accounts is deemed
to be required.
 27
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 (p)
                    Notes
      Receivable
 Notes
receivable are accounted for using the installment method of accounting as well
as original note value.  In accordance with FAS 66, “Accounting for
Sales of Real Estate”, gains were deferred on loans not meeting the minimum
initial 20% investment by the buyer expressed as a percentage of the sales
value.
 
 Management
believes that all notes receivable are fully collectable.  Therefore,
no allowance for doubtful accounts is deemed to be required.
 (q)
                    Deferred
      Revenue
 The
current portion of deferred revenue consists of advertising revenue received in
advance for billboards that the Company rents.  This revenue is
recognized in income as services are provided over the term of the
contract.
 (r)
                    Advertising
      Costs
 Advertising
costs are expensed as incurred.  Advertising expense was approximately
$71,488, $38,352 and $32,736 for fiscal years ended January 31, 2008, 2007 and
2006, respectively.
 (s)
                    Freight
      Costs
 General
and administrative expense includes inbound freight costs incurred to acquire
inventory for sale.  Inbound freight costs are expensed as
incurred.  Freight expense was approximately $185,194, $210,085 and
$230,301 for fiscal years ended January 31, 2008, 2007 and 2006,
respectively.
  (t)
                    Concentration in
      Suppliers
  The
Company is an authorized ExxonMobil distributor.  The Company sells
ExxonMobil gasoline at five travel centers.  The ExxonMobil
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 Company’s agreement with
ExxonMobil does not prohibit it from entering into similar arrangements with
other petroleum companies.  The terms of the distribution agreement
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 ExxonMobil gasoline
purchases is a minimum of three million gallons per year.  For
ExxonMobil, the maximum monthly volume for the current month is the greater of
actual volume in the prior month or the actual volume in the current month of
the prior year.  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.
 28
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 As of
March 20, 2007, one of the Arizona stores was re-branded to Mobil and two of the
Arizona stores were re-branded to Shell as a result of the Company entering into
a retail supply agreement with Arizona Fuel Distributors, L.L.C.  The
Company negotiated and entered into an agreement to purchase gasoline for its
three Arizona locations through Arizona Fuel Distributors, L.L.C., paying a
distributor’s markup price of $0.015 per gallon purchased.  There are
no minimum or maximum gallon purchase requirements for the Company under the
retail supply agreement with Arizona Fuel Distributors,
L.L.C.
  (2)
              Notes
      Receivable
  Notes
receivable as of January 31, 2008 and 2007 consist of the
following:
 
 2008
                
                
                2007$100,000
      8% note of which $85,124 is deferred, due$667
      interest only monthly, $4,000 principal due
                  the
      first year and $24,000 annually for the remaining
                  four
      years (a)
                
                $
                10,412
                
                
                
                14,281$80,000
      8% note of which $21,886 is deferred, due$1,622
      monthly (including interest) through 2010 (a)
                
                
                34,802
                
                
                
                45,681$75,000
      8% note of which $31,378 is deferred, due$4,587
      quarterly (including interest) through 2010 (a)
                
                
                10,865
                
                
                
                20,196$53,000
      8.5% note, due $680 monthly (includinginterest)
      through 2011 (b)
                
                
                47,518
                
                
                
                51,455$108,000
      9% note, of which $24,409 is deferred, due$6,797
      quarterly (including interest) through 2011 (a)
                
                
                66,424
                
                
                
                80,607$67,500
      9% note, of which $15,120 is deferred, due$3,398
      quarterly (including interest) through 2001 (a)
                
                
                30,945
                
                
                
                37,614$67,500
      9% note, of which $15,120 is deferred, due$3,398
      quarterly (including interest) through 2001 (a)
                
                
                30,945
                
                
                
                37,614231,911
                
                
                
                287,448Less
      current portion
                
                
                (59,916
                )
                
                
                (55,285
                )$
                171,995
                
                
                
                232,163
 ____________(a)
                  Collateralized
      by the property sold. In the event of default, the property reverts
      back to the Company.(b)
                  No
      collateral.
 The
Company uses the accrual method to recognize interest income.
 29
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
  On
September 1, 2005, the Company sold vacant land located in Alamogordo, New
Mexico to Lost River Estates, LLC for $20,000 cash and a note receivable of
$100,000.  The note receivable has a stated rate of interest of
8%.  Interest is payable monthly with principal payable in annual
installments of $4,000 for the first year and $24,000 for the following four
years.  The property sold had a carrying value of $9,020 and the costs
incurred to sell the land were $8,831.  The gain on the sale of the
land was $102,149 of which $17,025 was recognized initially and $85,124 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The current
deferred gain of $14,281 is reflected as a reduction to the note receivable in
the accompanying balance sheet.
  On
October 12, 2005, the Company sold vacant land located in Benson, Arizona to D.
Fenn Enterprises, Inc. for $10,000 cash and a note receivable of
$80,000.  The note receivable has a stated rate of interest of 8% and
is payable in monthly installments of $1,622 for five years.  The
property sold had a carrying value of $64,167 and the costs incurred to sell the
land were $1,211.  The gain on the sale of the land was $24,622 of
which $2,736 was recognized initially and $21,886 was deferred.  In
accordance with FAS 66, “Accounting for Sales of Real Estate”, the gain was
deferred because the minimum initial investment by the buyer was less than the
required 20% initial investment expressed as a percentage of the sales value
(FAS 66, “Accounting for Sales of Real Estate”, paragraph
54).  Therefore the gain will be recognized into income using the
installment method as payments are received.  The current deferred
gain of $45,681 is reflected as a reduction to the note receivable in the
accompanying balance sheet.
  On
September 20, 2005, the Company sold vacant land located in Luna County, New
Mexico to Lazy L, LLC for $10,000 cash and a note receivable of
$75,000.  The note receivable has a stated rate of interest of 8% and
is payable in quarterly installments of $4,587 for five years.  The
property sold had a carrying value of $47,675 and the costs incurred to sell the
land were $1,764.  The gain on the sale of the land was $35,561 of
which $4,184 was recognized initially and $31,377 was deferred.  In
accordance with FAS 66, “Accounting for Sales of Real Estate”, the gain was
deferred because the minimum initial investment by the buyer was less than the
required 20% initial investment expressed as a percentage of the sales value
(FAS 66, “Accounting for Sales of Real Estate”, paragraph
54).  Therefore the gain will be recognized into income using the
installment method as payments are received.  The current deferred
gain of $20,196 is reflected as a reduction to the note receivable in the
accompanying balance sheet.
  On August
15, 2006, the Company entered into promissory note with C. C. Bess in the amount
of $53,000.  The promissory note has a stated rate of interest of 8.5%
and is payable in monthly installments of $680 for five years.
  On August
15, 2006, the Company sold vacant land located south of Las Cruces, New Mexico
to Larjon, LLC for $26,500 cash and a note receivable of
$108,500.  The note receivable has a stated rate of interest of 9.0%
and is payable in quarterly installments of $6,797 for five
years.  The property sold had a carrying value of $104,000 and the
costs incurred to sell the land were $630.  The gain on the sale of
the land was $30,370 of which $5,961 was recognized initially and $24,409 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The current
deferred gain of $80,607 is reflected as a reduction to the note receivable in
the accompanying balance sheet.
 30
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
  On August
15, 2006, the Company sold two lots of vacant land located south of Las Cruces,
New Mexico to Teak, LLC for $26,500 cash and two notes receivable of $54,250
each.  Both notes receivable have a stated rate of interest of 9.0%
and both are payable in quarterly installments of $3,398 for five
years.  The property sold had a carrying value of $96,530 and the
costs incurred to sell the land were $844.  The gain on the sale of
the land was $37,626 of which $7,386 was recognized initially and $30,240 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The current
deferred gain of $75,229 is reflected as a reduction to the note receivable in
the accompanying balance sheet.
  Management
believes that all notes receivable are fully collectable.  Therefore,
no allowance is deemed to be required.
  (3)
              Property and
      Equipment
  Property
and equipment consist of the following at January 31:
  Estimated
      life (years)
                
                
                2008
                
                
                2007Land
                
                
                
                
                $
                1,212,282
                
                
                
                939,211Buildings
      and improvements
                
                
                10
      - 40
                
                
                
                8,861,086
                
                
                
                8,872,142Machinery
      and equipment
                
                
                3 -
      10
                
                
                
                7,442,996
                
                
                
                6,886,677Autos,
      trucks and mobile homes
                
                
                3 -
      10
                
                
                
                1,724,238
                
                
                
                1,714,567Billboards
                
                
                15
      - 20
                
                
                
                1,810,688
                
                
                
                1,715,073Construction
      in progress
                
                
                
                
                
                
                27,849
                
                
                
                58,42821,079,139
                
                
                
                20,186,098Less
      accumulated depreciation
                
                
                
                
                
                
                (11,224,637
                )
                
                
                (10,479,927
                )Property
      and Equipment, net
                
                
                
                
                
                $
                9,854,502
                
                
                
                9,706,1712008
                
                
                2007Assets
      held for sale
                
                
                
                
                
                
                2,028,856
                
                
                
                4,205,410Less
      accumulated depreciation
                
                
                
                
                
                
                (905,556
                )
                
                
                (1,646,663
                )Assets
      held for sale, net
                
                
                
                
                
                $
                1,123,300
                
                
                
                2,558,747
 31
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 Construction in progress
consists of various supply inventories the Company has on hand to repair and
maintain its billboards as well as for the occasional building of
billboards.
  2008
                
                
                2007Depreciation
      expense:Continuing
      operations
                
                $
                800,723
                
                
                
                758,452Discontinued
      operations
                
                
                72,437
                
                
                
                129,145$
                873,160
                
                
                
                887,597
  Depreciation
expense was $873,160 and $887,597 for fiscal years ending January 31, 2008 and
2007, respectively, and was charged to operations.
  Gains and
losses on sale of property, equipment, early termination of wholesale gasoline
location and investment in real estate at January 31:
  2008
                
                
                2007Land
                
                $
                40,448
                
                
                
                36,962Buildings
      and improvements
                
                
                (7,019
                )
                
                
                —Machinery
      and equipment
                
                
                (8,287
                )
                
                
                2,638Autos,
      trucks and mobile homes
                
                
                1,049
                
                
                
                (25
                )Fill
      dirt
                
                
                —
                
                
                
                23,881Sign
      easement
                
                
                —
                
                
                
                50,000$
                26,191
                
                
                
                113,456
  On
September 1, 2005, the Company sold vacant land located in Alamogordo, New
Mexico to Lost River Estates, LLC for $20,000 cash and a note receivable of
$100,000.  The note receivable has a stated rate of interest of
8%.  Interest is payable monthly with principal payable in annual
installments of $4,000 for the first year and $24,000 for the following four
years.  The property sold had a carrying value of $9,020 and the costs
incurred to sell the land were $8,831.  The gain on the sale of the
land was $102,149 of which $17,025 was recognized initially and $85,124 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The deferred
gain is reflected as a reduction to the note receivable in the accompanying
balance sheet.
 32
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 On
October 12, 2005, the Company sold vacant land located in Benson, Arizona to D.
Fenn Enterprises, Inc. for $10,000 cash and a note receivable of
$80,000.  The note receivable has a stated rate of interest of 8% and
is payable in monthly installments of $1,622 for five years.  The
property sold had a carrying value of $64,167 and the costs incurred to sell the
land were $1,211.  The gain on the sale of the land was $24,622 of
which $2,736 was recognized initially and $21,886 was deferred.  In
accordance with FAS 66, “Accounting for Sales of Real Estate”, the gain was
deferred because the minimum initial investment by the buyer was less than the
required 20% initial investment expressed as a percentage of the sales value
(FAS 66, “Accounting for Sales of Real Estate”, paragraph
54).  Therefore the gain will be recognized into income using the
installment method as payments are received.  The deferred gain is
reflected as a reduction to the note receivable in the accompanying balance
sheet.
  On
September 20, 2005, the Company sold vacant land located in Luna County, New
Mexico to Lazy L, LLC for $10,000 cash and a note receivable of
$75,000.  The note receivable has a stated rate of interest of 8% and
is payable in quarterly installments of $4,587 for five years.  The
property sold had a carrying value of $47,675 and the costs incurred to sell the
land were $1,764.  The gain on the sale of the land was $35,561 of
which $4,184 was recognized initially and $31,377 was deferred.  In
accordance with FAS 66, “Accounting for Sales of Real Estate”, the gain was
deferred because the minimum initial investment by the buyer was less than the
required 20% initial investment expressed as a percentage of the sales value
(FAS 66, “Accounting for Sales of Real Estate”, paragraph
54).  Therefore the gain will be recognized into income using the
installment method as payments are received.  The deferred gain is
reflected as a reduction to the note receivable in the accompanying balance
sheet.
  In
October 2005, one wholesale gasoline location elected early termination of their
wholesale agreement.  The agreement was terminated within the original
ten year term which resulted in a termination penalty of $100,000 as well as the
gross margin the Company would have received from gasoline sales had the
agreement continued for the remainder of the term.  The $100,000 was
offset by the disposal of equipment of approximately $47,194 resulting in an
overall non-operating gain of approximately $52,806.
  On August
15, 2006, the Company sold vacant land located south of Las Cruces, New Mexico
to Larjon, LLC for $26,500 cash and a note receivable of
$108,500.  The note receivable has a stated rate of interest of 9.0%
and is payable in quarterly installments of $6,797 for five
years.  The property sold had a carrying value of $104,000 and the
costs incurred to sell the land were $630.  The gain on the sale of
the land was $30,370 of which $5,961 was recognized initially and $24,409 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The deferred
gain is reflected as a reduction to the note receivable in the accompanying
balance sheet.
  On August
15, 2006, the Company sold two lots of vacant land located south of Las Cruces,
New Mexico to Teak, LLC for $26,500 cash and two notes receivable of $54,250
each.  Both notes receivable have a stated rate of interest of 9.0%
and both are payable in quarterly installments of $3,398 for five
years.  The property sold had a carrying value of $96,530 and the
costs incurred to sell the land were $844.  The gain on the sale of
the land was $37,626 of which $7,386 was recognized initially and $30,240 was
deferred.  In accordance with FAS 66, “Accounting for Sales of Real
Estate”, the gain was deferred because the minimum initial investment by the
buyer was less than the required 20% initial investment expressed as a
percentage of the sales value (FAS 66, “Accounting for Sales of Real Estate”,
paragraph 54).  Therefore the gain will be recognized into income
using the installment method as payments are received.  The deferred
gain is reflected as a reduction to the note receivable in the accompanying
balance sheet.
 33
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 On
November 27, 2006, the Company entered into a purchase agreement with Maxwell
& Associates Real Estate Holdings, LLC to sell property, fixtures and
equipment located in Edgewood, New Mexico.  The contract sales price
is $1,300,000 including a $25,000 earnest deposit.  Closing was
scheduled on or before January 30, 2007.  Closing was extended until
February 20, 2007.  The closing date expired and the $25,000 earnest
deposit was advanced to the Company.  The property, fixtures and
equipment remain for sale and therefore have been identified as a component as
defined in FAS Statement No. 144 – Accounting for Impairment or Disposal of
Long-Lived Assets (as amended).  The carrying value of the property,
fixtures and equipment of approximately $499,000 and $521,000 has been
reclassified as assets held for sale in the January 31, 2007 and January 31,
2006 balance sheets, respectively.  The results of operations of
($119,312), ($89,596) and ($80,882) for the twelve months ended January 31,
2007, 2006 and 2005, respectively, have been reclassified to loss from
discontinued operations of a component, net of the related income tax
benefit.
 
 On May
24, 2007, the Company sold property, fixtures and equipment located 17 miles
west of Albuquerque, New Mexico at the Rio Puerco exit to the Pueblo of Laguna
for $2,500,000 cash proceeds.  The property, fixtures and equipment
sold had a carrying value of approximately of $1,352,000 and the selling costs
were approximately $181,000.  The gain on the sale of the property,
fixtures and equipment of approximately $967,000 was reduced by the retirement
of loan fees of approximately $69,000 (see note 6, Long-term Debt), and was
recognized as income from disposal of discontinued operations, net of taxes of
approximately $549,000.  The Company used some of the net proceeds
from the sale for capital expenditures at other retail locations, to pay off
bank debt and investments in certificates of deposit.
  On
October 5, 2007, the Company sold property, fixtures and equipment located in
Lordsburg, New Mexico to Don Juan Restaurant for $95,000 cash
proceeds.  The property, fixtures and equipment sold had a carrying
value of approximately $83,000 and the selling costs were approximately
$7,000.  The gain on the sale of the property, fixtures and equipment
was approximately $5,000.
  On
October 31, 2007, the Company closed its Edgewood, New Mexico location and
continues to list the property, fixtures and equipment for sale.  The
property, fixtures and equipment located in Edgewood listed for sale have been
identified as a component as defined in FAS Statement No. 144 – Accounting for
Impairment or Disposal of Long-Lived Assets (as amended).  The
carrying value of the property, fixtures and equipment of approximately $470,000
and $499,000 have been reclassified as assets held for sale in the January 31,
2008 and January 31, 2007 balance sheets, respectively.  The results
of operations of approximately ($140,505), ($119,148) and ($89,596) for the
twelve months ended January 31, 2008, 2007 and 2006, respectively, have been
reclassified to loss from discontinued operations of a component, net of the
related income tax benefit.
  During
the Company’s fiscal year 2008, the Company’s property, fixtures and equipment
located 4 miles north of Alamogordo have been listed for sale and therefore has
been identified as a component as defined in FAS Statement No. 144 – Accounting
for Impairment or Disposal of Long-Lived Assets (as amended).  The
carrying value of the property, fixtures and equipment of approximately $653,000
and $667,000 has been reclassified as assets held for sale in the January 31,
2008 and January 31, 2007 balance sheets, respectively.  The results
of operations of ($21,573), ($28,517) and ($17,128) for the twelve months ended
January 31, 2008, 2007 and 2006, respectively, have been reclassified to loss
from discontinued operations of a component, net of the related income tax
benefit.
 34
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
  (4)
              Intangible
      Assets
  Intangible
assets, at cost, consist of the following at January 31:
 
 2008
                
                
                2007Franchise
      fees
                
                $
                123,000
                
                
                
                132,442Debt
      issuance costs
                
                
                34,755
                
                
                
                391,165157,755
                
                
                
                523,607Less
      accumulated amortization
                
                
                (110,916
                )
                
                
                (361,905
                )$
                46,839
                
                
                
                161,702
 
 The
following schedule discloses the estimated amortization expense at January
31:
 
 2009
                
                $
                7,8342010
                
                
                5,3932011
                
                
                5,1432012
                
                
                5,1432013
                
                
                5,143Thereafter
                
                
                18,183Total
                
                $
                46,839
 
 (5)
              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 were purchased and
installed.  One lot and manufactured home was sold in December
2003.  In December 2005, two lots were sold.  The other
manufactured home was moved for the Company’s use at the new facility in
Picacho, Arizona.  The thirty-two lots that remain are for
sale.
 35
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 (6)
              Long-term
      Debt
  Long-term
debt consists of the following at January 31:
  2008
                
                
                2007Due
      bank, maturity November 2017, interest at 5.92%, monthly installments of
      $33,625, secured by certain properties
                
                $
                4,705,481
                
                
                
                —Due
      bank, maturity September 2008, interest at 7.26%, monthly installments of
      $5,787, secured by all assets
                
                
                —
                
                
                
                598,238Due
      bank, maturity October 2013, interest at 7.26%, monthly installments of
      $2,752, secured by all assets
                
                
                —
                
                
                
                295,606Due
      bank, maturity September 2014, interest at 7.26%, monthly installments of
      $3,844, secured by all assets
                
                
                —
                
                
                
                412,862Due
      bank, maturity January 2011, interest at 7.26%, monthly installments of
      $4,790, secured by buildings and equipment.
                
                
                —
                
                
                
                507,305Due
      bank, maturity February 2015, interest at 7.26%, monthly installments of
      $19,390, secured by all assets.
                
                
                —
                
                
                
                2,082,756Due
      bank, maturity November 2014, interest at 7.26%, monthly installments of
      $4,485, secured by all assets.
                
                
                —
                
                
                
                481,737Long-term
      debt of continuing operations
                
                
                4,705,481
                
                
                
                4,378,504Less
      current maturities of continuing operations
                
                
                (128,386
                )
                
                
                (180,621
                )Long-term
      debt, less current maturities of continuing operations
                
                $
                4,577,095
                
                
                
                4,197,883Due
      bank, maturity October 2013, interest at 7.26%, monthly installments of
      $4,577, secured by all assets
                
                $
                —
                
                
                
                491,597Due
      bank, maturity January 2013, interest at 6%, monthly installments of $944,
      secured by land.
                
                
                —
                
                
                
                57,057Long-term
      debt of assets held for sale
                
                
                —
                
                
                
                548,654Less
      current maturities of assets held for sale
                
                
                —
                
                
                
                (28,006
                )Long-term
      debt, less current maturities of assets held for sale
                
                $
                —
                
                
                
                520,648
 
 Future
maturities of long-term debt for the years ending January 31 are as
follows:
 
 Continuing
      operations
                
                
                Discontinued
      operations2009
                
                $
                128,386
                
                
                
                —2010
                
                
                136,196
                
                
                
                29,9992011
                
                
                144,481
                
                
                
                32,1352012
                
                
                153,271
                
                
                
                34,4252013
                
                
                162,595
                
                
                
                36,879Thereafter
                
                
                3,980,552
                
                
                
                415,216Total
                
                $
                4,705,481
                
                
                
                548,654
 36
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 The
Company uses the direct identification method for allocating interest to its
discontinued operations.
  On
November 30, 2007, the Company exchanged its real estate debt with its primary
lender Bank of the West.  Previously, all of the Company’s assets were
held as collateral for the debt.  The exchange released all of the
Company’s assets and substituted several specific properties as collateral to
secure the payment of the real estate debt.  The interest rate is
currently set at 5.92% for the next five years and is subject to adjustment
every five years.  In accordance with EITF Issue No. 96-19, “Debtor’s
Accounting for a Modification of Exchange of Debt Instruments”, the original
debt is considered extinguished because of substantially different
terms.  Therefore, loan fees of approximately $131,000 associated with
the original debt were retired during the second quarter of the Company’s fiscal
year ended January 31, 2008 when the Bank gave the Company its firm
commitment.
 
 On
September 29, 2006, the Company changed its terms agreements with its primary
lender, Bank of the West.  The agreements modified the Company’s
$4,870,101 million debt with Bank of the West from a variable rate of interest
to a fixed rate of interest of 7.26% for the next five years.  In
accordance with EITF Issue No. 96-19, “Debtor’s Accounting for a Modification or
Exchange of Debt Instruments,” the present value of the cash flows under the
terms of the modified debt was less than 10% from the present value of the
remaining cash flows under the terms of the original debt.  Therefore,
the modification of terms was not considered substantially different and there
was no debt extinguishment.
 
 At
January 31, 2008 and 2007, respectively, the Company was not aware of any
non-compliance with the minimum financial ratios or other loan
covenants.


(7)
              Income
    Taxes
  Income
taxes consist of the following for the years ended January 31:
 
 Current
                
                
                Deferred
                
                
                Total2008:U.S.
      Federal
                
                $
                356,400
                
                
                
                (100,200
                )
                
                
                256,200State
                
                
                71,400
                
                
                
                (20,100
                )
                
                
                51,300$
                427,800
                
                
                
                (120,300
                )
                
                
                307,5002007:U.S.
      Federal
                
                $
                272,700
                
                
                
                (44,100
                )
                
                
                228,600State
                
                
                54,600
                
                
                
                (8,800
                )
                
                
                45,800$
                327,300
                
                
                
                (52,900
                )
                
                
                274,4002006:U.S.
      Federal
                
                $
                358,200
                
                
                
                (54,200
                )
                
                
                304,000State
                
                
                71,700
                
                
                
                (10,800
                )
                
                
                60,900$
                429,900
                
                
                
                (65,000
                )
                
                
                364,900
 37
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 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:
 
 2008
                
                
                2007
                
                
                2006Computed
      “expected” tax expense, continuing operations
                
                $
                381,497
                
                
                
                346,838
                
                
                
                445,588Computed
      “expected” tax benefit, discontinued operations
                
                
                (121,325
                )
                
                
                (116,526
                )
                
                
                (100,402
                )State income tax
      expense, net of federal tax benefit, continuing
      operations
                
                
                49,657
                
                
                
                45,501
                
                
                
                56,798State income tax
      benefit, net of federal tax benefit, discontinued
      operations
                
                
                (15,792
                )
                
                
                (15,287
                )
                
                
                (12,798
                )Other,
      continuing operations
                
                
                19,741
                
                
                
                20,894
                
                
                
                (31,350
                )Other,
      discontinued operations
                
                
                (6,278
                )
                
                
                (7,020
                )
                
                
                7,064Total
                
                $
                307,500
                
                
                
                274,400
                
                
                
                364,900
 
 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:
 
 2008
                
                
                2007Deferred
      tax assets –At
      January 31, 2008 deferred revenue principally due to accrual for financial
      reporting purposes
                
                $
                13,329
                
                
                
                16,702At
      January 31, 2008, compensated absences, principally due to accrual for
      financial reporting purposes
                
                
                33,996
                
                
                
                35,708Rounding
                
                
                (225
                )
                
                
                (110
                )Total
      gross deferred tax assets
                
                
                47,100
                
                
                
                52,300Deferred
      tax liabilities:Property
      and equipment, principally due to differences in
    depreciation
                
                
                682,648
                
                
                
                810,528Rounding
                
                
                3,452
                
                
                
                1,072Total
      gross deferred liabilities
                
                
                686,100
                
                
                
                811,600Net
      deferred tax liability
                
                $
                639,000
                
                
                
                759,300
  There was
no valuation allowance for deferred tax assets as of January 31, 2008, 2007 or
2006.  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.
 
 At
January 31, 2001 the Company recorded a tax payable to Lamar Advertising Company
(“Lamar”) (as successor to Bowlin Outdoor Advertising and Travel Centers
Incorporated (“Outdoor”).  Prior to that date, the Company and Outdoor
were part of a consolidated group for tax purposes, and effective January 30,
2001, Outdoor spun off the stock of the Company in a tax free distribution to
Outdoor’s shareholders.  Immediately thereafter, Outdoor merged with
and into Lamar.
 38
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 In
anticipation of the spin-off, the Company and Outdoor entered into a Tax Sharing
and Disaffiliation Agreement, pursuant to which Outdoor and the Company each
agreed to indemnify the other against taxes attributable to their respective
operations, both before and after the spin-off.  The Tax Sharing and
Disaffiliation Agreement specifically provided that, in determining taxes
attributable to Outdoor and the Company for periods prior to the spin-off, any
net losses of either Outdoor of the Company would offset the income of the
other.  Thus, if the net losses for Outdoor were in excess of the
income of the Company for a tax year, the Company would not have any payment
obligation to Outdoor under the Tax Sharing and Disaffiliation Agreement for
such tax year.
  Outdoor’s
net losses for the tax year 2000 (fiscal year ending January 31, 2001) exceeded
the income of the Company for such year.  As a result, the Company had
no obligation to Outdoor for any payment under the Tax Sharing and
Disaffiliation Agreement.  Management believes that the Company had no
obligation to Outdoor for any such payment under the Tax Sharing and
Disaffiliation Agreement.  As a result, the liability of $201,200 has
been removed from the Company’s books and recorded as an unusual item in the
income statement for the year ended January 31,
2007.


(8)
              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 $63,838, $61,926 and $60,020 in
fiscal 2008, 2007 and 2006, respectively.
 
 (9)
              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
$250,875, $240,215 and $255,426 for the years ended January 31, 2008, 2007 and
2006, respectively.  The Company also leases land where several of its
retail billboards are located and rent expense for these leases was $186,609,
$187,552 and $191,088 for the years ended January 31, 2008, 2007 and 2006,
respectively.
  The
leasing agreements for the various locations include 5 to 35 year leases with
remaining lives on those leases ranging from approximately 4 to 30 years at
January 31, 2008.  The rent payment for one of the contingent rentals
is determined based on a fixed annual payment of $20,000, adjusted annually
according to the consumer price index (CPI) plus 2.5% revenues from merchandise
and Dairy Queen sales and $0.0025 per gallon of gasoline sold at such
location.  The rent payment for another of the contingent rentals is
determined based on a fixed annual payment of $11,500, adjusted annually by
3%.  The rent payment for another of the contingent leases is
determined based on 3% of revenues from merchandise sold at such location, plus
$0.02 per gallon of gasoline sold at such location.  The rent payment
for another of the contingent leases is determined based on a fixed annual
payment of $23,900 adjusted every five years according to the consumer price
index (CPI), plus 2.5% of revenues from merchandise sales and $0.0025 per gallon
of gasoline sold at such location.  The rent payment for the last of
the contingent leases is determined based on a fixed monthly amount of $4,267
plus 10% of revenues from merchandise sales at such location, up to $250,000,
plus 5% of revenue from Dairy Queen sales at such location, up to $140,000, plus
$0.005 per gallon of gasoline sold at such location with a base of $100.00 per
month; the percentages decrease to 5% of revenues from merchandise sales in
excess of $250,000, and 3% of revenues from Dairy Queen sales in excess of
$140,000, respectively.  In most cases, the Company is responsible for
certain repairs and maintenance, insurance, property taxes or property tax
increases, and utilities.
 39
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 Future
minimum rental payments under these leases are as follows:
 Year
      ending January 31:2009
                  
                  $
                  253,0452010
                  
                  
                  245,6842011
                  
                  
                  183,9952012
                  
                  
                  103,6182013
                  
                  
                  106,741Thereafter
                  
                  
                  916,995Total
                  
                  $
                  1,810,078
 (10)
              Related Party
      Transactions
  Wholesale
gasoline distribution sales were sold to a Stuckey’s franchise travel center not
owned by the Company.  The travel center is owned by the niece of
Michael L. Bowlin.
 
 The sales
with the associated cost of goods and gross profit consist of the following at
January:
 
 2008
                
                
                2007
                
                
                2006Gross
      sales
                
                $
                —
                
                
                
                —
                
                
                
                1,137,523Cost
      of goods sold
                
                
                —
                
                
                
                —
                
                
                
                1,109,490Gross
      profit
                
                $
                —
                
                
                
                —
                
                
                
                28,033
   (11)
                  Subsequent
      Pronouncements
 
 SFAS No.
157
 In
September 2006, the FASB issued SFAS no. 157, “Fair Value
Measurements.”  This statement establishes a framework for measuring
fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007.  The
Company is currently assessing the effect of SFAS No. 157 on its financial
statements, but it is not expected to be material.
 
 SFAS No.
159
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.”  This statement provides
entities the option to measure certain financial instruments at fair
value.  SFAS No 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007.  The Company is
currently assessing the effect of SFAS No. 159 on its financial statements, but
it is not expected to be material.
 40
 
 BOWLIN TRAVEL CENTERS,
INC.
 Notes
to Financial Statements
 January 31, 2008
 EITF
Issue No 07-1
 In
December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, “Accounting for Collaborative
Arrangements.”  This EITF Issue provides guidance and requires
financial statement disclosures for collaborative arrangements.  EITF
Issue No. 07-1 is effect for financial statements issued for fiscal years
beginning after December15, 2008.  The Company is currently assessing
the effect of EITF Issue No. 07-1 on its financial statements but it is not
expected to be material.
 
 SFAS No.
141(R)
 In
December 2007, the FASB issued SFAC No 141(R), “Business
Combinations.”  This statement provides new accounting guidance and
disclosure requirements for business combinations.  SFAS No 141(R) is
effective for business combinations which occur in the first fiscal year
beginning on or after December 15, 2008.
 
 SFAS No
160
 In
December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.”  This
statement provides new accounting guidance and disclosure and presentation
requirements for noncontrolling interest in a subsidiary.  SFAS No.
160 is effective for the first fiscal year beginning on or after December 15,
2008.  The company is currently assessing the effect of SFAS No. 160
on its financial statements, but it is not expected to be material.
 
 RECENTLY
ADOPTED ACCOUNTING CHANGES
 
 FIN No.
48
 In June
2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes,
an interpretation of FASB Statement No. 109.”  This interpretation
specifies that benefits from tax positions should be recognized in the financial
statements only when it is more likely than not that the tax position will be
sustained upon examination by the appropriate taxing authority having full
knowledge of all relevant information.  A tax position meeting the
more-likely than-not recognition threshold should be measured at the largest
amount of benefit for which the likelihood of realization upon ultimate
settlement exceeds 50 percent.  The Company adopted FIN No. 48 on
February 1, 2007.
 
 FSP AUG
AIR-1
 In
September 2006, the FASB issued FASB Staff Position (FSP) AUG AIR-1, “Accounting
for Planned Major Maintenance Activities,” which is effective for the first
fiscal year beginning after December 15, 2006.  This FSP prohibits the
use of the accrue-in-advance method of accounting for planned major maintenance
activities.  The Company adopted FSP AUG AIR-1 on February 1, 2007,
using the direct expensing method, and the Company was not aware of any impact
to the financial statements.


41




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




Not
applicable.


ITEM 9A.
            CONTROLS AND
      PROCEDURES




Not
applicable.




ITEM 9A(T).
              CONTROLS AND
      PROCEDURES
  The
Company’s management evaluated, with the participation of the Chief Executive
Officer and Chief Financial Officer, the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by this
report.  Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that there
was a material weaknessin the control environmentrelated to general merchandise inventory at the
Company’s ten retail locations and the related disclosure
controls and procedures are
ineffective.  Historically, the Company hasused yearly estimates based on standard markups
within defined categories to record cost of goods sold.  The Company has historically counted physical inventory
at each location at the end of each fiscal year.To solve the material weakness in the control environment related to general merchandise inventory
at the Company’s ten retail locations, the Company took interim
inventories during the third quarter ended October 31, 2007 and during the
fourth quarter of fiscal year 2008 and adjusted variances between estimated and
physical inventories as needed.  The Company had no material
adjustments at fiscal years ended January 31, 2008 and 2007 and does not
anticipate material adjustments going forward.
  Management’s
Annual Report on Internal Control Over Financial Reporting
 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of financial statements for
external purposes in accordance withU.S.generally
accepted accounting principles.  Internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with the authorizations
of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention and timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial statements.
  Because of its
inherent limitation, internal control over financial reporting may or may not
prevent or detect misstatements.  Also, projections of any evaluation
of the effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the
degree of compliance with the policies and procedures included in such controls
may deteriorate.
  Management assessed its internal control over financial
reporting as of January 31, 2008, the end of the fiscal year.  Management based its assessment
on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment
included evaluation of elements such asthe design and
operating effectiveness of key financial reporting controls, process
documentation, accounting policies, and its overall control
environment.  This assessment is supported by testing and monitoring
performed by the Company’s own financial andaccounting
personnel.
  Based on our assessment, management has concluded that
its internal controls over financial reporting were not effective as of January
31, 2008 due to the existence of a material weakness in the control environment
related to general merchandise inventory at
the Company’s ten retail locations.
 
 42
 The general merchandise inventory at the
Company’s ten retail locations at January 31, 2008 was
approximately $1.262 million or 37.0% of the Company’s total
inventory.  Inventory at the Company’s warehouse was maintained on a perpetual inventory
system where purchases and issues are recorded directly into the inventory
account as they occur.  Therefore, the balance in the warehouse
inventory account represents the ending inventory amount andthere is no
weakness related to the warehouse inventory.  The warehouse inventory
at the end of the Company’s fiscal year was approximately $1.172 million or 34.3%
of the Company’s total inventory.  Other key inventories
including gasoline, Dairy Queen foodand paper and
jewelry were taken monthly and the physical counts were reconciled to the
Company’s records; therefore management concluded there are no
weaknesses related to these inventories.  Gasoline, Dairy Queen food
and paper and jewelry inventorieswere approximately
$800,000 or 23.5% of the Company’s total
inventory.
 
 The
Company continues to dedicate resources to correct this issue and to implement its plan to use
electronic point of sale merchandise tracking systems that will provide the
Company with the ability to conduct more periodic physical inventories as well
as more accurately monitor cost of goods sold.  The first phase of the
plan, which was completed in March 2007, was bar-coding all items in the
Company’s central warehouse.  The second phase of the plan, which was
bar-coding the merchandise at the Company’s ten retail locations, was completed
during the third quarter ended October 31, 2007.
 
 During
fiscal year 2008, the Company scanned the jewelry inventories at the retail
locations on a monthly basis.  The scanned jewelry inventories were
reconciled to the Company’s records and at the end of fiscal 2008, the Company
was able to use the scanned jewelry inventories for inventory
valuation.  At the end of fiscal year 2008, the Company began scanning
general merchandise and the valuation process for scanning general merchandise
is still being tested.  The Company anticipates completing the testing
phase of scanning general merchandise at the retail locations by the end of
fiscal year 2009.
 
 The
Company engaged the firm of Pulakos & Alongi, LTD to provide services to
assist the Company in establishing, documenting and evaluating the design and
operating effectiveness of the Company’s internal controls over financial
reporting based on criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework in preparation for complying with Sarbanes-Oxley Section 404
management requirements for non-accelerated filers for fiscal years ending on or
after December 15, 2007.  The Company has completed the required
documentation and will begin testing and documenting internal controls over
financial reporting for the fiscal year ending 2009.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 Changes
in Internal Control Over Financial Reporting
  Other
than the above described issue, there were no changes in the Company’s internal
control over financial reporting that occurred during the fourth quarter of
fiscal 2008 that materially affected, or are reasonable likely to materially
affect, the Company’s internal control over financial
reporting.


ITEM 9B.
            OTHER
      INFORMATION





Not
applicable.




43




PART III





ITEM 10.
            DIRECTORS, AND EXECUTIVE
      OFFICERS AND CORPORATE
GOVERNANCE




The
following table sets forth information regarding the officers and directors of
the Company.  A summary of
the background and experience of each of these individuals is set forth after
the table.
 
 Name
                  
                  Age
                  
                  PositionMichael
      L. Bowlin
                  
                  63
                  
                  Chairman
      of the Board, President and Chief Executive OfficerWilliam
      J. McCabe
                  
                  58
                  
                  Senior
      Vice President –Management
                    Information
      Systems, Secretary, Treasurer and DirectorDavid
      B. Raybould
                  
                  54
                  
                  DirectorNina
      J. Pratz
                  
                  56
                  
                  Chief
      Financial Officer, Senior Vice President and DirectorKim
      D. Stäke
                  
                  52
                  
                  Chief
      Administrative Officer, Vice President and
  Director
 
 Michael L.
Bowlin.  Mr. Bowlin has served as Chairman of the Board and
Chief Executive Officer, President and as a Director of the Company since August
of 2000. Mr. Bowlin served as Chairman of the Board and Chief Executive Officer
of Bowlin Outdoor from 1991 through January of 2001, and as President from 1983
through 1991.  Mr. Bowlin had been employed by Bowlin Outdoor since
1968.  Mr. Bowlin holds a Bachelor’s degree in Business Administration
from Arizona State University.
 
 William J.
McCabe.  Mr. McCabe has served as Senior Vice President,
Management Information Systems, Secretary, Treasurer and as a Director of the
Company since August of 2000.  Mr. McCabe served as a member of the
Board of Directors of Bowlin Outdoor from 1983 until August
1996.  Prior to 1997, Mr. McCabe served as Senior Vice President -
Advertising Services from 1993 to 1996, Vice President of Outdoor
Operations from 1988 to 1992 and as Vice President of Accounting from 1984 to
1987.  Mr. McCabe has been employed by the Company since 1976 in such
additional capacities as a Staff Accountant and Controller. Mr. McCabe holds a
Bachelor’s degree in Business Administration from New
Mexico State University.
 
 David B.
Raybould.  Mr. Raybould has been employed as a sales
professional by Xpedx, a division of International Paper Company from 1995 until
June 2002.  During his employment with Xpedx, Mr. Raybould was a
consultant to small, independent business firms as well as many Fortune 500
companies.  Mr. Raybould holds a Bachelor’s degree in Business
Administration from the University of New Mexico.
 
 Nina J.Pratz.  Ms. Pratz
has served as the Company’s Senior Vice President and Chief Financial Officer
since April of 2001.  Ms. Pratz has served as a member of the Bowlin
Outdoor’s Board of Directors from 1976 until January 2001.  Prior to
1997, Ms. Pratz served as Chief Administrative Officer of Bowlin Outdoor since
1988.  Ms. Pratz holds a Bachelor’s degree in Business Administration
from New Mexico State University.
 
 Kim D. Stäke.  Ms. Stäke has
served as Vice President and Chief Administrative Officer since April of
2002.  Ms. Stäke has been employed with the Company since December
1997.  Ms. Stäke also serves in such capacities as Controller and SEC
compliance.  Prior to December 1997, Ms. Stäke was employed in public
accounting.  Ms. Stäke holds a Bachelor’s degree in Business
Administration from the University of New Mexico.
 
 44
 In lieu
of an Audit Committee, the Company’s Board of Directors is responsible for
reviewing and making recommendations concerning the selection of outside
auditors, reviewing the scope, results and effectiveness of the annual audit of
the Company's financial statements and other services provided by the Company’s
independent public accountants.  The Board of Directors also reviews
the Company's internal accounting controls, practices and
policies.  The Board of Directors has determined that Kim D. Stäke,
while not independent, qualifies as an audit committee financial expert as
defined in Item 407(d)(5) of Regulation S-K.
 
 The
Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Commission and in other
public communications made by the Company; strives to be compliant with
applicable governmental laws, rules and regulations; and promotes prompt
internal reporting of violations of the code of ethics to an appropriate person
or persons.  The Company has not formally adopted a written code of
business conduct and ethics that governs the Company’s employees, officers
and directors as the Company is not required to do so.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires the Company’s officers and directors and persons who own more than ten
percent (10%) of the Company’s common stock to file reports of ownership and
changes in ownership with the Securities and Exchange
Commissions.  Officers, directors and greater than ten percent (10%)
owners are also required by the Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16(a) forms they
file.
 
 Based
solely on the Company’s review of the copies of such forms received by it, the
Company believes that, during the fiscal year ended January 31, 2008, all filing
requirements under Section 16(a) of the Exchange Act applicable to its officers,
directors and greater than ten percent (10%) owners were complied
with.
 
 Shareholder
Nominations
 
 The
Company’s entire Board of Directors performs the functions similar to those of a
nominating committee. The Board of Directors believes that given the size of the
Company and its operations, it is more efficient for the entire Board to perform
this function, rather than delegating this to a committee. The full Board,
including the Company’s President and Chief Executive Officer, identifies
director nominees. The Company’s Chief Executive Officer, Mr. Bowlin, owns
approximately 61.5% of the Company’s common stock and approved the nomination of
the members of the Board identified herein. The Company’s existing directors and
officers own a majority of the Company’s common stock, and, as a result, this
group’s affirmative vote is sufficient to elect director nominees. Consequently,
the Board has not established a procedure for shareholders to nominate potential
director nominees.
 
 The Board
will consider, but is not required to approve, nominations for directors by
shareholders for any annual meeting of the Company, provided a written
recommendation is received by the Company no later than the date shareholder
proposals must be submitted for consideration prior to such annual
meeting.
 
 The
Company has not granted any plan-based awards to any officers and there were no
outstanding equity awards, exercise of stock options, SARs and similar
instruments, or vesting of stock, including restricted stock, restricted stock
units or similar instruments, at year end.
 
 The
Company has no pension plans or nonqualified defined contribution or other
nonqualified deferred compensation plans.


ITEM 11.
            EXECUTIVE
      COMPENSATION




No
employee or officer of the Company has entered into an employment agreement with
the Company, nor do we anticipate entering into any employment agreements in the
future.
 
 45
 The
following table summarizes all compensation paid by the Company to its Chief
Executive Officer and Chief Financial Officer for services rendered to the
Company during the fiscal years ended January 31, 2008 and 2007.  The
Company has no other executive officer whose total annual salary and bonus paid
to them by the Company 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 the Company.
 
 Summary
      Compensation TableAnnual
      CompensationName
      and Principal Position
              Fiscal
                Year
              Salary
      ($)
                (1)
              Bonus
                ($)
              All
      Other
                Compensation
                ($)
              Total
                ($)Michael
      L. Bowlin
                Chairman
      of the Board, President,
                CEO
      & Director
              2008
                2007
              97,500
                97,500
              85,050
                85,050
              15,848
      (2)
                15,912
      (2)
              198,398
                198,462Nina
      J. Pratz
                CFO,
      Senior Vice-President,
                &
      Director
              2008
                2007
              78,000
                78,000
              27,350
                21,375
              8,014
      (3)
                6,639
      (3)
              113,364
                106,014
 
 (1)
              Includes
      amounts deferred at the election of the CEO and the CFO to be contributed
      to their 401(k) Profit Sharing Plan
account.
 
 (2)
              Amount
      for 2008 includes (i) $1,620 of Bowlin Travel Centers discretionary
      matching contributions allocated to Mr. Bowlin’s 401(k) Profit Sharing
      Plan account; (ii) $7,728 for premiums on term life, auto and disability
      insurance policies of which Mr. Bowlin or his wife is the owner; and (iii)
      $6,500 for Mr. Bowlin’s car allowance.  Amount for 2007 includes
      (i) $1,620 discretionary matching contributions allocated to Mr. Bowlin’s
      401(k) Profit Sharing Plan account; (ii) $7,792 for premiums on term life,
      auto and disability insurance policies of which Mr. Bowlin or his wife is
      the owner, and (iii) $6,500 for Mr. Bowlin’s car
  allowance.
 
 (3)
              Amount
      for 2008 includes (i) $3,514 of Bowlin Travel Centers discretionary
      matching contributions allocated to Ms. Pratz’s 401(k) account and (ii)
      $4,500 for vacation pay-out. Amount for 2007 includes $3,639 of Bowlin
      Travel Centers discretionary matching contributions allocated to Ms.
      Pratz’s 401(k) account and (ii) $3,000 for vacation
    pay-out.
  Compensation
of Directors
 
 The following table summarizes all
compensation paid by the Company to its Directors for services rendered to the
Company during the fiscal year ended January 31, 2008
 
 Director
      Compensation for the Fiscal Year Ended January 31, 2008Name
              
              Fees earned or paid in cash
    ($)
              
              Total
      ($)Michael
      L. Bowlin
              
              —
              
              —William
      J. McCabe
              
              —
              
              —David
      B. Raybould
              
              1,500
              
              1,500Nina
      J. Pratz
              
              —
              
              —Kim
      D. Stäke
              
              —
              
              —
 
 46
 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 stock or option awards, benefits
or any other compensation for services as directors of the
Company.





ITEM 12.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS ANDMANAGEMENT
  As of
April 25, 2008, there were 4,583,348 shares of the Company's 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.  This security ownership
disclosure includes shares that may be received in 60 days as required by
Exchange Act Rule 13d-3.
 Name of Beneficial
      Owner
                
                Amount and Nature of
                  Beneficial Ownership(3)
                
                Percent of
                  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. Stäke (1)
                
                *
                
                *David
      B. Raybould (1)
                
                –
                
                –Monica
      A. Bowlin (6)(1)
                
                2,818,536
                
                61.5%Yorktown
      Avenue Capital, LLC (2)
                
                514,680
                
                11.2%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 415 South Boston, 9th
      Floor, Tulsa, Oklahoma 74103.
 
 (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 25, 2008.
 
 (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.
 
 The
Company has no compensation plans under which equity securities of the Company
are authorized for issuance.




47


ITEM 13.
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCE




The Board
has determined that only one of the Company’s directors, David B. Raybould, is
“independent” within the meaning of Item 407 of Regulation S-K under the rules
of the Securities and Exchange Commission.




ITEM 14.
            PRINCIPAL ACCOUNTING FEES AND
      SERVICES




The Board
of Directors approves the fees and other significant compensation to be paid to
the independent auditors for the purpose of preparing or issuing an audit report
or related work.  The Company provides appropriate funding, as
determined by the Board of Directors, for payment of fees and other significant
compensation to the independent auditor.  The Board of Directors also
preapproves all auditing services and permitted non-audit services (including
the fees and terms thereof) to be performed for the Company by its independent
auditors, subject to the de minimis exceptions for non-audit services described
in the Securities Exchange Act of 1934.  All of the below described
fees were approved by the Board of Directors in accordance with the above
described procedures.
  Audit
Fees
 
 The
aggregate fees billed by the Accounting and Consulting Group, LLP for
professional services rendered for the audit of the Company’s annual financial
statements for the fiscal years ended January 31, 2008 and January 31, 2007, and
for the review of the financial statements included in the Company’s quarterly
Reports on Form 10-Q for the fiscal years ended January 31, 2008 and for the
quarter ended October 31, 2006 were approximately $47,800.
 
 The aggregate fees billed by Moss Adams
LLP for professional services rendered for the audit of the Company’s annual
financial statements for fiscal years ended January 31, 2007 and January 31,
2006, and for the review of the financial statements included in the Company’s
quarterly Reports on Form 10-Q for the quarters ended April 30, 2006 and July
31, 2006 and for the fiscal years ended January 31, 2006 were approximately
$4,200 and $43,200, respectively.
 
 Audit-Related
Fees
 
 None.
 
 Tax
Fees
 
 The fees
billed by Greg DuBrock, CPA for professional services rendered for the
preparation of the Company’s tax return for the fiscal year ended January 31,
2007 and January 31, 2006 were approximately $1,100 and $1,000,
respectively.
 
 All
Other Fees
 
 The fees billed by Pulakos &
Alongi, LTD for professional services rendered during fiscal year 2008 for
establishing, documenting and evaluating the design and operating effectiveness
of the Company’s internal controls over financial reporting in preparation for
complying with Sarbanes-Oxley Section 404 management requirements for
non-accelerated filers were approximately $37,400.
  The fees
billed by Greg DuBrock, CPA for professional services rendered for the
preparation of the Company’s annual return/report of employee benefit plan for
the fiscal year ended January 31, 2007 and January 31, 2006 were approximately
$2,200 and $2,100, respectively.
  48


PART IV





ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES





(a)
            See
      Item 8





(b)
            Exhibits


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





INDEX TO EXHIBITS


3.1(1)
                  Form
      of Certificate of Incorporation of Bowlin Travel Centers,
    Inc.3.2(1)
                  Bylaws
      of Bowlin Travel Centers, Inc.10.1(1)
                  Management
      Services Agreement, between Bowlin Outdoor Advertising and Travel Centers
      Incorporated and Bowlin Travel Centers, dated August 1,
      2000.10.3(1)
                  Distributor
      Sales Agreement, dated as of April 1, 1999, between the Registrant and
      ExxonMobil Company, U.S.A. (a division of ExxonMobil
      Corporation).10.8(1)
                  Lease,
      dated as of January 12, 1987, between Janet Prince and the
      Registrant.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.10.14(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.10.20(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.10.29(1)
                  Lease
      Agreement between Bowlin Outdoor Advertising and Travel Centers
      Incorporated and the Registrant, dated August 1, 2000.10.30(2)
                  Contribution
      Agreement, dated as of November 1, 2000, by and between the Registrant and
      Bowlin Outdoor Advertising and Travel Centers
  Incorporated.10.31(2)
                  Tax
      Sharing and Disaffiliation Agreement, dated as of November 1, 2000, by and
      between the Registrant and Bowlin Outdoor Advertising and Travel Centers
      Incorporated.10.35(3)
                  Purchase
      and Sale agreement, dated September 1, 2005 by and between Bowlin Travel
      Centers, Inc. and Lost River Estates, LLC for a tract of land known as La
      Luz Gate Road/Highway 54/70 in Alamogordo, New
  Mexico.
  49
 INDEX TO EXHIBITS
 (Continued)
   10.36(3)
                      Purchase
      and Sale agreement dated September 1, 2005 by and between Bowlin Travel
      Centers, Inc. and Lazy L, LLC for three tracts of land known as Sec.32,
      T.23S, R.9W., N.M.P.M., in Luna County, New Mexico.10.37(3)
                      Purchase
      and Sale agreement, dated October 12, 2005 by and between Bowlin Travel
      Centers, Inc. and Devin Fenn dba D. Fenn Enterprises, Inc. for vacant land
      known as lots 15 through 26, inclusive, and lot 29, P.I.C. Benson Acres,
      according to tiled Map No. 615. records of Cochise County in Benson,
      Arizona.
 10.38(8)
                            Purchase
      and Sale Agreements, dated August 15, 2006 by and between Bowlin Travel
      Centers, Inc. and Teak, LLC for a tract of land known as Lot 1 Bowlin
      Tracts in the County of Dona Ana, New Mexico.10.39(4)
                            Purchase
      and Sale Agreements, dated August 15, 2006 by and between Bowlin Travel
      Centers, Inc. and Teak, LLC for a tract of land known as Lot 2 Bowlin
      Tracts in the County of Dona Ana, New Mexico.10.40(4)
                            Purchase
      and Sale Agreements, dated August 15, 2006 by and between Bowlin Travel
      Centers, Inc. and Larjon, LLC for a tract of land known as part of Lot 53,
      Subdivision of Lots 4 and 5 of the Brazito Tract.10.41(4)
                            Promissory Note, dated August 15,
      2006 by and betweenBowlin Travel Centers Inc. and C.
      C. Bess.10.42(5)
                            Change
      in terms agreements with Bank of the West, dated September 29, 2006, by
      and between Bowlin Travel Centers, Inc., and Bank of the
    West.10.44(5)
                            Purchase
      agreement, dated November 27, 2006, by and between Bowlin Travel Centers,
      Inc. and Maxwell & Associates Real Estate Holdings, LLC for property,
      fixtures and equipment located in Edgewood, New Mexico.10.45(5)
                            Letter
      of intent, dated November 27, 2006, by and between Bowlin Travel Centers,
      Inc. and the Pueblo of Laguna to purchase property, fixtures and equipment
      located 17 miles west of Albuquerque, New Mexico at the Rio Puerco
      exit.10.46(6)
                            Retailer
      Product Sales Agreement, dated January 15, 2007, by and between Arizona
      Fuel Distributors and Bowlin Travel Centers, Inc. for the purchase of
      Shell brand fuel at Bowlin’s “The Thing” Travel Center and DQ
      near Benson, AZ, together with addendum.10.47(6)
                            Retailer
      Product Sales Agreement, dated January 15, 2007, by and between Arizona
      Fuel Distributors and Bowlin Travel Centers, Inc. for the purchase of
      Shell brand fuel at Bowlin’s Picacho Peak Plaza in Picahco, AZ,
      together with addendum.10.48(6)
                            Retail
      Sales Agreement, dated January 15, 2007, by and between Arizona Fuel
      Distributors and Bowlin Travel Centers, Inc. for the purchase of Mobil
      brand fuel at Bowlin’s Picacho Peak DQ Travel Center in Picacho, AZ,
      together with addendum.10.49(6)
                            Amendment
      dated February 22, 2007 extending the closing date of the Letter of intent
      dated November 27, 2006, by and between Bowlin Travel Centers, Inc. and
      the Pueblo of Laguna to purchase property, fixtures and equipment until
      March 15, 2007 and Second Amendment dated March 14, 2007 extending the
      closing date until April 30, 2007.10.50(7)
                            Purchase
      and sale agreement, dated September 5, 2007, by and between Bowlin Travel
      Centers, Inc. and Don Juan Restaurant for property, fixtures and
      equipment located in Lordsburg, New Mexico.10.51(8)
                            Exchange
      of real estate debt with Bank of the West, dated December 3, 2007, by and
      between Bowlin Travel Centers, Inc., and Bank of the
  West.10.52(9)
                            Special
      warrant deed, dated May 24, 2007, by and between Bowlin Travel Centers,
      Inc. and the Pueblo of Laguna to hereby grant, bargain, sell and convey
      all the real property located 17 miles west of Albuquerque, New Mexico at
      the Rio Puerco exit.10.53(10)
                            Addendum
      dated January 22, 2008, to a certain lease dated June 23, 1989, effective
      January 1, 1993, by and between Bowlin Travel Centers, Inc. (Lessee) and
      Kipp Cattle Company, a partnership and/or Rex Kipp, Jr.
      (Lessor).10.54(10)
                            Amendment
      dated January 22, 2008, to a certain lease dated January 31, 1998, by and
      between Bowlin Travel Centers, Inc. (Lessee) and Ernest J. Short &
      Son, Inc. (Lessor).10.55(10)
                            Commercial
      Lease commencing on September 21, 2206 and ending on September 20, 2016,
      by and between Bowlin Travel Centers, Inc. (Lessee) and the State of
      Arizona by and through the Arizona State Land Department
      (Lessor).
 50
 INDEX TO EXHIBITS
 (Continued)
   31.1.1
                            Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
      1934, as amended.31.1.2
                            Certification
      pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
      1934, as amended.32.1.1
                            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.32.1.2
                            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.
 ________________
 (1)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrant’s
      Form 10, filed November 10, 2000.(2)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrant’s
      Amendment No. 1 to the Form 10, filed December 8, 2000.(3)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10-Q filed December 12, 2005.(4)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10 Q filed September 13, 2006.(5)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10 Q filed December 14, 2006.(6)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10 K filed April 27, 2007.(7)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10 Q filed September 12, 2007.(8)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10 Q filed December 12, 2007.(9)
                          Incorporated
      by reference to the correspondingly numbered Exhibits in the Registrants
      Form 10Q filed June 13, 2007.(10)
                          Filed
      herewith.
 51


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.Date:  April 25, 2008
                By:
                /s/  MICHAEL L.
      BOWLINMichael L. Bowlin,
      Chairman of the Board,
                  President
      and Chief Executive
Officer




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
                
                
                DateBy:
                /s/  MICHAEL L. BOWLIN
                
                
                April 25, 2008Michael L. Bowlin
                  Chairman of the Board,President,
      CEO and Director
                  (PrincipalExecutive
      Officer)
  By:
                /s/  NINA J. PRATZ
                
                
                April 25, 2008Nina J. Pratz
                  Chief Financial Officer, Senior Vice
      President,
                  and
      Director (Principal Accounting Officer)
 By:
                  /s/  WILLIAM J. McCABE
                  
                  
                  April 25, 2008William M. McCabe
                    Senior Vice President, Management
      Information
                    Systems, Secretary, Treasurer and
    Director
 By:
                          /s/ KIM D. STÄKE
                          
                          
                          April
      25, 2008Kim
      D. Stäke
                            Chief
      Administrative Officer,
                              Vice
      President and Director
  By:
                          /s/
      DAVID B. RAYBOULD
                          
                          
                          April
      25, 2008David
      B. Raybould, Director
  52