UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2002

                                       OR

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


                          COMMISSION FILE NO. 000-31701

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

            NEVADA                                               85-0473277
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               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:

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

      Securities registered PURSUANT TO Section 12(g) of the Exchange Act:

                                      NONE
--------------------------------------------------------------------------------
                                (Title of class)

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

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the registrant at April 22, 2002 was $3,939,147.

The number of shares of Common Stock,  $.001 par value,  outstanding as of April
22, 2002: 4,583,348


<PAGE>

FORWARD-LOOKING STATEMENTS

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

                                     PART I

ITEM 1.  BUSINESS

COMPANY OVERVIEW

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

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

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

RECENT DEVELOPMENTS

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

         On May 1,  2001  the  Company  disposed  of one of its  travel  centers
located  in  Edgewood,  New Mexico to a third  party.  The assets had a carrying
value  of  approximately   $156,000.   The  Company  exchanged  the  assets  for
twenty-three  billboards.  The fair value of assets  given up by the Company was

                                       1
<PAGE>

approximately equal to the fair value of assets received.  Therefore, no gain or
loss was recorded on the transaction.  The Company currently  provides wholesale
gasoline to this third party location.

INDUSTRY OVERVIEW

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

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

BUSINESS STRATEGY

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

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

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

         The Company's  billboard  advertising for its travel centers emphasizes
the wide  range of unique  Southwestern  souvenirs  and gifts  available  at the
travel centers, as well as the availability of gasoline and food. Merchandise at
each of the Company's  stores is offered at prices  intended to suit the budgets
and  tastes of a diverse  traveling  population.  The  merchandise  ranges  from
inexpensive  Southwestern  gifts and  souvenirs to unique  handcrafted  jewelry,
rugs, pottery, and other gifts.

                                       2
<PAGE>

GROWTH STRATEGY

TRAVEL CENTERS

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

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

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

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

GASOLINE WHOLESALING

         The  Company has been  wholesaling  gasoline  since  1997.  Since 1997,
revenues  from   wholesaling   gasoline   have   accounted  for  an  average  of
approximately 5.5% of gross revenues. Other than purchasing gas for retail sales
through its travel centers,  the Company currently  wholesales  gasoline to only
three  customers.  The Company intends to maintain its current level of gasoline
wholesaling  and  does  not  anticipate  expanding  or  actively  marketing  our
wholesaling business. See "Business Operations - Gasoline Wholesaling".

BUSINESS OPERATIONS

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

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

          The Company  sells food under the Dairy Queen and Dairy  Queen/Brazier
brand names. The Company's terms of its agreements with Dairy Queen obligate the
Company to pay a franchise  royalty and in some  instances a promotion fee, each
equal to a percentage of gross sales  revenues  from  products  sold, as well as
comply with certain provisions governing the operation of the franchised stores.
The Company is obligated to pay Dairy Queen 4% of its sales of their products.

                                       3
<PAGE>

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

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

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

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

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

         The Company's  agreements  with CITGO and EXXON do not prohibit it from
entering into similar arrangements with other petroleum companies.  The terms of
the  distribution  agreements  require the Company to purchase  certain  monthly
minimum quantities of gasoline during the term of the agreement,  which includes
gasoline  purchased  for sale at its  travel  centers.  The  amount of  required
gasoline  purchase  ranges  from a low of  103,000  gallons to a high of 427,500
gallons  per  month.  The  Company  determines  the amount of  gasoline  it will
purchase  under the  agreements  based on what it believes its needs will be for
gasoline,   including  seasonal  demands.  These  determinations  are  based  on
historical sales and internal  forecasts.  Since the effective date of the CITGO
distribution  agreement,  purchases of CITGO  products  have not met the minimum

                                       4
<PAGE>

quantities. Since the effective date of the EXXON agreement,  purchases have not
met  the  minimum  quantities.  Additionally,  the  minimum  quantities  can  be
increased or decreased, as applicable, to accommodate additional travel centers,
or losses of travel centers.

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

GASOLINE WHOLESALING

         The Company currently wholesales gasoline to only three customers. Over
the past four years,  wholesaling  of gasoline  has  accounted  for, on average,
approximately  6.2% of overall  revenues.  The Company  intends to maintain  its
current  level of gasoline  wholesaling  and does not  anticipate  expanding  or
actively  marketing its  wholesaling  business.  Below is a table that shows the
revenues  generated  from gasoline  wholesaling,  total revenues for the periods
reflected, and the percentage total of overall revenues attributable to gasoline
wholesaling.

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

<TABLE>
<CAPTION>
FISCAL YEAR ENDED     GROSS REVENUES     REVENUE FROM GASOLINE       PERCENTAGE OF GROSS
   JANUARY 31,                                WHOLESALING          REVENUES ATTRIBUTABLE TO
                                                                     GASOLINE WHOLESALING
-----------------     --------------     ---------------------     ------------------------
<S>                   <C>                <C>                       <C>
      1998              $22,584,000              $917,000                   4.06
      1999              $23,803,000            $1,229,000                   5.16
      2000              $27,242,000            $1,672,000                   6.14
      2001              $27,164,000            $1,802,000                   6.63
      2002              $23,649,000            $2,126,000                   8.99
</TABLE>

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

COMPETITION

         The Company faces competition at its travel centers from  quick-service
and  full-service  restaurants,  convenience  stores,  gift shops  and,  to some
extent,  from truck stops located along  interstate  highways in Arizona and New
Mexico.  Large petroleum  companies  operate some of the travel centers that the
Company  competes  with,  while  many  others  are  small   independently  owned
operations  that do not  offer  brand  name  food  service  or  gasoline.  Giant
Industries,  Inc., a refiner and marketer of  petroleum  products,  operates two
travel  centers,  one in Arizona  and one in New  Mexico,  which are high volume
diesel  fueling  and large  truck  repair  facilities  that also  include  small
shopping  malls,  full-service   restaurants,   convenience  stores,  fast  food
restaurants and gift shops. The Company's principal competition from truck stops
includes  Love's Country  Stores,  Inc.,  Petro  Corporation  and Flying J. Many
convenience stores are operated by large, national chains that are substantially
larger,  better  capitalized  and have  greater name  recognition  and access to
greater  financial and other  resources  than the Company.  Although the Company
faces substantial competition,  the Company believes that few of its competitors
offer the same  breadth of products  and  services  dedicated  to the  traveling
public that the Company offers.

                                       5
<PAGE>

EMPLOYEES

         As of January 31, 2002, the Company had approximately 129 full-time and
54  part-time  employees;  48 were  located in Arizona,  135 were located in New
Mexico. None of the Company's  employees are covered by a collective  bargaining
agreement and the Company believes that relations with its employees are good.

REGULATION

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

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

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

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

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

         The Company  anticipates  that the  regulating  agencies  will  develop
regulations  for above ground storage of fuel and anticipate that because of its
expenditures  and  compliance,  ongoing  costs  for  compliance  should  not  be
material.  Over the next twelve months,  the Company  anticipates  spending less
than $100,000 to complete any remaining clean up from  underground  storage tank
sites.  Of this amount,  the Company  anticipates  being  reimbursed for all but
approximately  $10,000. The Company does not anticipate any other material costs
for regulatory compliance during the next twelve months.

TRADEMARKS

         The  Company  operates  its  travel  centers  under a number of its own
trademarks  such as The Thing,  Trails  West,  Butterfield  Station and Bowlin's
Running  Indian,  as well as  certain  trademarks  owned  by third  parties  and
licensed to the Company, such as the Dairy Queen, Dairy Queen/Brazier, CITGO and

                                       6
<PAGE>

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


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

BOWLIN                     United States Patent and
                                Trademark Office           October 27, 2008

Trails West                        New Mexico              July 29, 2004

Bowlin's Running Indian            New Mexico              April 16, 2004



ITEM 2.  PROPERTIES

         As of January 31, 2002, the Company operated eleven travel centers. The
Company owns the real estate and improvements  where seven of its travel centers
are  located,  all of which are  subject  to  mortgages.  Four of the  Company's
existing  travel centers are located on real estate that the Company leases from
various third parties. These leases have terms ranging from five to forty years,
assuming  exercise by the Company of all renewal options available under certain
leases.

         The Company's principal executive offices occupy  approximately  20,000
square  feet of space  owned by the  Company in  Albuquerque,  New  Mexico.  The
Company's  principal  office  space is subject to a mortgage,  which  matures on
November 1, 2005, and the principal balance accrues interest at the bank's prime
rate  (4.75% at January 31,  2002).  The Company  owns a central  warehouse  and
distribution  facility  occupying 27,000 square feet in Las Cruces,  New Mexico.
The Company believes that its headquarters and warehouse facilities are adequate
for its operations for the foreseeable future.


ITEM 3.  LEGAL PROCEEDINGS

         The  Company  from time to time may be involved  in  litigation  in the
ordinary course of business,  including disputes involving employment claims and
construction  matters.  Bowlin  Travel  Centers 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  however,  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 2002.

                                       7
<PAGE>

                                     PART II

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

         As of January 31, 2002,  there were 4,583,348 shares of common stock of
Bowlin Travel Centers outstanding.  There are no outstanding options or warrants
to purchase,  or  securities  convertible  into shares of common stock of Bowlin
Travel Centers.  Shares of the common stock of the Company are traded on the OTC
Bulletin Board under the symbol "BWTL".

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

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


ITEM 6.  SELECTED FINANCIAL DATA

         The selected  consolidated  financial data presented  below are derived
from the audited  financial  statements  of the Company for the five years ended
January 31, 2002.  The data presented  below should be read in conjunction  with
the audited consolidated  financial  statements,  related notes and Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included herein.

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

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                 YEARS ENDED JANUARY 31,*
                                          -----------------------------------------------------------------------
                                              2002           2001           2000          1999           1998
                                          -----------------------------------------------------------------------
<S>                                       <C>            <C>            <C>            <C>            <C>
STATEMENT OF INCOME DATA:

Net sales                                 $23,224,102    $26,765,264    $26,855,781    $23,519,909    $22,303,645
                                          ===========    ===========    ===========    ===========    ===========

Net income                                $   173,234    $   298,812    $   487,366    $   253,672    $   596,123
                                          ===========    ===========    ===========    ===========    ===========

Earnings per share                        $      0.04    $      0.07    $      0.11    $      0.06    $      0.13
                                          ===========    ===========    ===========    ===========    ===========

BALANCE SHEET DATA (AT END OF PERIOD)

Total assets                              $16,532,141    $18,527,507    $16,990,676    $16,163,671    $12,045,789
                                          ===========    ===========    ===========    ===========    ===========
Long-term debt, including current
maturities                                $ 4,684,334    $ 5,940,469    $ 6,723,555    $ 6,769,025    $ 3,068,374
                                          ===========    ===========    ===========    ===========    ===========
</TABLE>

*The Company did not operate  independently  during fiscal  periods 2001,  2000,
1999 and 1998.


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

OVERVIEW

         The following is a discussion of the consolidated  financial  condition
and results of  operations  of the Company as of and for the three  fiscal years
ended  January  31,  2002,  2001 and  2000.  This  discussion  should be read in
conjunction  with the Financial  Statements of the Company and the related notes
included elsewhere in this Form 10-K.  References to specific years refer to the
Company's fiscal year ending January 31 of such year.

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

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

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

                                       9
<PAGE>

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

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

         General  and  administrative  expenses  for travel  centers  consist of
salaries,  bonuses and commissions for travel center  personnel,  property costs
and repairs and maintenance.  General and  administrative  expenses also include
executive and administrative  compensation and benefits,  investor relations and
accounting and legal fees.  General and  administrative  expenses for the travel
centers  decreased  10.0% to $6.070 million for fiscal 2002, from $6.742 million
for fiscal  2001.  The decrease is primarily  due to  downsizing  related to the
spin-off  transaction  as well as the  divestiture  of two travel centers in the
first quarter of fiscal 2002 and two travel centers in fiscal 2001. The decrease
is also due to the reduction of salaries and the related  benefits and taxes, as
well as rents and  leases  due to the sale one of the  Company's  travel  center
locations in the first quarter of fiscal 2002.

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

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

         The above factors contributed to a decrease in travel centers operating
income of 39.5% to $429,000 for fiscal 2002, from $708,000 for fiscal 2001.

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

                                       10
<PAGE>

Interest expense  decreased 35.8% to $402,000 for fiscal 2002, from $626,000 for
fiscal 2001. The decrease is primarily  attributable  to lower interest rates as
well as lower debt balances.

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

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

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

FISCAL YEAR ENDED JANUARY 31, 2001 (FISCAL  2001)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 2000 (FISCAL 2000)

         Gross sales at the Company's travel centers slightly  decreased 0.3% to
$27.164  million for fiscal  2001,  from $27.242  million for fiscal  2000.  The
overall decrease is primarily due to the closure of one travel center in October
2000 and the sale of another travel center in November 2000.  Merchandise  sales
decreased 2.5% to $9.541 million for fiscal 2001, from $9.782 million for fiscal
2000.  Gasoline sales  increased 2.5% to $13.360  million for fiscal 2001,  from
$13.035  million for fiscal 2000.  Restaurant  sales  decreased  10.6% to $2.461
million for fiscal 2001, from $2.753 million for fiscal 2000. Wholesale gasoline
sales  increased 7.8% to $1.802 million for fiscal 2001, from $1.672 million for
fiscal 2000.

         Cost of goods sold for the  travel  centers  decreased  0.5% to $18.749
million for fiscal  2001,  from  $18.660  million for fiscal  2000.  The overall
decrease is  primarily  due to the closure of one travel  center in October 2000
and the sale of another  travel  center in November  2000.  Merchandise  cost of
goods  decreased 4.7% to $4.184 million for fiscal 2001, from $4.392 million for
fiscal 2000. Gasoline cost of goods increased 2.5% to $12.142 million for fiscal
2001, from $11.845  million for fiscal 2000.  Restaurant cost of goods decreased
17.3% to $679,000 for fiscal  2001,  from  $821,000  for fiscal 2000.  Wholesale
gasoline cost of goods  increased  8.9% to $1.744  million in fiscal 2001,  from
$1.602 million for fiscal 2000 due to an additional wholesale location.  Cost of
goods sold as a percentage of gross  revenues for fiscal 2001 was 69.0% compared
to 68.5% for fiscal 2000.

         Gross profit for the travel  centers  decreased  2.2% to $8.017 million
for  fiscal  2001  from  $8.196  million  for  fiscal  2000.  Lower  margins  on
convenience  store  items as well as lower  gasoline  margins  and a decrease in
gasoline sales volume  measured in gallons as a result of higher gasoline prices
impacted gross profit.

         General  and  administrative  expenses  for travel  centers  consist of
salaries,  bonuses and commissions for travel center  personnel,  property costs
and repairs and maintenance.  General and  administrative  expenses also include
executive and administrative  compensation and benefits,  investor relations and
accounting and legal fees.  General and  administrative  expenses for the travel
centers  decreased 5.4% to $6.743  million for fiscal 2001,  from $7.129 million
for fiscal 2000.  The decrease is primarily due to the reduction of salaries and

                                       11
<PAGE>

the related benefits and taxes, and rents and leases due to the purchase of land
at two of the Company's travel center locations in fiscal 2001.

         For fiscal  year 2001,  the  Company's  President  and Chief  Operating
Officer's  annual base  salaries  were  $195,000 and $145,000  respectively,  as
provided for in their  respective  employment  agreements  with Bowlin  Outdoor,
effective  February  1,  1997.  Upon  consummation  of  the  merger  with  Lamar
Advertising  Company,  the  employment  agreements  to  which  each  was a party
terminated.

         Depreciation  and amortization  expenses  increased by 8.3% to $779,000
for fiscal 2001, from $719,000 for fiscal 2000.

         Prior to January 31, 2001, the Company and the Company's former parent,
Bowlin Outdoor Advertising & Travel Centers, Incorporated (BOATC) operated under
a  management   services  agreement  pursuant  to  which  the  Company  provided
management,  corporate  general and  administrative  services to BOATC for which
BOATC paid the  Company a  management  fee.  Management  fee income  consists of
reimbursements  for  certain  corporate  general  and  administrative  functions
performed on the behalf of Bowlin Outdoor including treasury,  accounting,  tax,
human  resources,  and other support  services.  Management fee income increased
2.9% to $213,000  during  fiscal 2001 from $207,000  during fiscal 2000.  Bowlin
Outdoor  has  elected  to  discontinue  such  cost  sharing  and  the  agreement
terminated on February 1, 2001.

         The  above  factors  contributed  to  an  increase  in  travel  centers
operating  income of 20.8%  $708,000 for fiscal 2001,  from  $586,000 for fiscal
2000.

         Other income (expense) includes interest income,  gains and losses from
the sale of  assets,  a  casualty  gain from  insurance  coverage  and  interest
expense.  Interest  income  increased  88.5% to  $181,000 in fiscal  2001,  from
$96,000 in fiscal 2000  primarily as a result of higher cash balances due to the
parent's distribution as well as tax overpayment refunds. Gains from the sale of
assets increased to $267,000 from $1,000 primarily due to the sale of one of the
Company's  travel centers and the sales of other certain assets.  In fiscal 2000
the Company  recorded a one-time  gain from  insurance  proceeds of $712,000 not
present in fiscal 2001.  Interest expense  increased 4.7% to $626,000 for fiscal
2001,  from $598,000 for fiscal 2000. The increase is primarily  attributable to
the increase in interest rates associated with the Company's debt.

         Income before income taxes decreased 33.4% to $530,000 for fiscal 2001,
from $796,000 for fiscal 2000  primarily due to the one-time gain from insurance
proceeds of $712,000 in fiscal 2000 not present in fiscal 2001, partially offset
by the decrease in general and administrative expenses. As a percentage of gross
revenues,  income  before  income  taxes  decreased to 2.0% for the fiscal ended
2001, from 2.9% for fiscal 2000.

         Income  taxes  decreased  to  $232,000  for fiscal  2001,  compared  to
$309,000 for fiscal 2000, as a result of lower pre-tax income. The effective tax
rate for fiscal 2001 was 43.8%, compared to 38.8% for fiscal 2000.

         The foregoing  factors  contributed  to the  Company's  decrease in net
income for fiscal 2001 to $299,000, compared to $487,000 for fiscal 2000.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         At January 31, 2002, the Company had working  capital of $4.282 million
compared to working  capital of $5.609  million at January 31, 2001.  At January
31, 2002,  the company had a current ratio of 3.2:1  compared to a current ratio
of 3.1:1 at January 31, 2001 ("current  ratio" is the ratio of current assets to
current  liabilities).  The  decrease  in working  capital is  primarily  due to
decreases in cash of $1.372 million, accounts payable and accrued liabilities of
$925,000  at January 31, 2002, offset by decreases  in  accounts  receivable  of
$344,000,  inventory of $428,000  and current  maturities  of long-term  debt of
$214,000.

         The net cash provided by operating  activities  was $687,000 at January
31, 2002,  compared to $1.039  million at January 31, 2001.  During fiscal 2002,
there were  decreases  in  operating  assets and  liabilities  of $242,000 and a
decrease in depreciation of $60,000,  partially offset by a decrease in gains on
sale of property and equipment.

         Net cash used in investing activities was $803,000 at January 31, 2002,
compared to net cash provided by investing activities of $538,000 at January 31,
2001.  The decrease was due  primarily to purchases of property and equipment of
$641,000  as well as an  increase in  mortgages  receivable,  net of $345,000 at
January 31, 2002, compared to purchases of property and equipment of $303,000 at
January 31,  2001.   There  were  no  mortgages  receivable at January 31, 2001.
Increases in property and equipment and mortgages receivable, net were offset by
proceeds  from the sale of  assets  of  $71,000  and  notes  receivable,  net of
$111,000 at January 31,  2002,  compared to proceeds  from the sale of assets of
$837,000 and notes receivable, net of $3,957 at January 31, 2001.

         Net cash used in financing activities was $1.256 million at January 31,
2002, compared to net cash provided by financing activities of $1.077 million at
January 31,  2001.  Payments on  long-term  debt were $1.256 at January 31, 2002
compared to  payments on  long-term  debt of  $783,000 at January 31,  2001.  At
January 31, 2001 a capital  contribution  of $1.360  million at January 30, 2001
from Bowlin Outdoor as part of the reconciliation of accounts resulting from the
contribution of assets and liabilities and the subsequent  spin-off  contributed
to net cash provided by financing activities.

       As of January 31,  2002,  the company was  indebted to various  banks and
individuals in an aggregate  principal  amount of  approximately  $4.684 million
under various loans and promissory  notes,  compared to $5.940 as of January 31,
2001. Land,  buildings,  equipment and inventories of the Company secure many of
the loans and promissory  notes.  The loans and promissory notes mature at dates
from the  current  fiscal  year to  October  2013 and accrue  interest  at rates
ranging from 4.18% to 8% per annum.  The  Company's  total  monthly  payments on
outstanding long-term debt obligations are approximately $75,000.

       Approximately   $2.164  million  of  the  approximately   $4.684  million
outstanding  as of January 31, 2002 was borrowed under the Master Loan Agreement
with Bank of the West.  Under this master loan  agreement,  the Company grants a
security  interest in its assets and property as security  interests against its
obligations under the agreement.

       Under the Master  Loan  Agreement,  the  Company  must  maintain  minimum
financial ratios,  calculated  quarterly from fiscal quarter reviewed statements
with income and expense  items  annualized.  For fiscal year ending  January 31,
2002, the Company was in compliance with the minimum financial ratios.

                                       13
<PAGE>

         The  Company  has   forecasted   approximately   $650,000  for  capital
commitments  for fiscal year 2003.  The Company  expects to use current  working
capital and cash flows from  operations to fund these  commitments  and does not
anticipate obtaining any outside 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  currently can borrow up to an additional  $1.0 million under the credit
facility with Bank of the West.  The Company  believes that its working  capital
and the cash flow generated from current  operations  will be sufficient to fund
operations  over the next twelve months without  borrowing any additional  funds
under the credit  facility.  While the  Company is not  currently a party to any
agreements to acquire any additional  travel centers,  nor does the Company have
plans to build any  additional  travel  centers in the near term, if the Company
were to acquire or construct any additional  travel centers it would likely have
to  obtain  additional  financing  to do so,  either  under the  current  credit
facility or through other means.  The Company  cannot predict with any certainty
what the terms of such financing might be.

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         As of January 31, 2002,  approximately  $4.660 million of the Company's
total  indebtedness is accruing  interest at variable rates tied to LIBOR or the
respective  bank's  prime  lending  rate.  As such,  the  Company  is subject to
fluctuations  in  interest  rates that  could have a negative  impact on the net
income of the  Company.  In  addition,  it is likely  that  future  indebtedness
incurred  by the  Company  will be at  variable  rates  that  could  impact  the
Company's  ability to finance  internal  development and growth of the business.
The Company does not,  however,  believe that any risk  inherent in the variable
rate  nature of our debt is likely to have a  material  effect on its  financial
position, results of operations or liquidity.

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

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

RISK FACTORS

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

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

                                       14
<PAGE>

statements. Actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks faced described
below and elsewhere in this Form 10-K.

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

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

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

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

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

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

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

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

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

         THE COMPANY MIGHT NOT BE ABLE TO SECURE ADDITIONAL FINANCING.

         The  Company  has been able to secure  financing  for the  purchase  of
additional  assets  from  commercial  lenders  in amounts up to 100% of the fair
market value of the acquired  assets.  However,  this  financing was obtained by
Bowlin Outdoor as a single consolidated entity. The Company might not be able to
obtain  additional  financing  as a  stand-alone  company  without  the  outdoor
advertising segment of Bowlin Outdoor. If obtainable,  there can be no assurance

                                       15
<PAGE>

that  any  additional  financing  will  be  available  in the  future  on  terms
acceptable to the Company.  The Company  anticipates that any financing  secured
could impose certain financial and other restrictive covenants upon operations.

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

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

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

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

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

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

         THE COMPANY DEPENDS ON THIRD PARTY RELATIONSHIPS.

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

                                       16
<PAGE>

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

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

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

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

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

         The Company's travel centers face competition from

         o   major and independent oil companies;

         o   independent service station operators;

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

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

                                       17
<PAGE>

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

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

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

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

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

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

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

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

         However, the Company's Board of Directors has the authority to issue up
to ten million  (10,000,000)  shares of common stock, $.001 par value, and up to

                                       18
<PAGE>

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


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Following on next page.











































                                       19
<PAGE>
















                           BOWLIN TRAVEL CENTERS, INC.

                              Financial Statements

                            January 31, 2002 and 2001






































                                       20
<PAGE>

                          INDEPENDENT AUDITORS' REPORT






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

We have audited the accompanying balance sheet of Bowlin Travel Centers, Inc. as
of January 31, 2002, and the statements of income, stockholders' equity and cash
flows for the year then ended. 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.  The  financial  statements of
Bowlin Travel Centers, Inc. for the year ended January 31, 2001, were audited by
other  auditors  whose  report dated March 30,  2001,  expressed an  unqualified
opinion on those statements.

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



/s/ Neff & Ricci LLP

Albuquerque, New Mexico
March 29, 2002

                                       21
<PAGE>


                           BOWLIN TRAVEL CENTERS, INC.
                                 BALANCE SHEETS
                            JANUARY 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                 ASSETS                         2002          2001
                                                            -----------   -----------
<S>                                                         <C>             <C>
Current assets:
    Cash and cash equivalents                               $ 2,671,048     4,042,765
    Accounts receivable                                         267,171       567,016
    Accounts receivable - related parties                         2,738        47,259
    Inventories                                               2,996,273     3,424,745
    Prepaid expenses                                            279,889       190,501
    Mortgages receivable, current maturities                      3,784            --
    Notes receivable, current maturities                         38,538        25,367
                                                            -----------   -----------
            Total current assets                              6,259,451     8,297,653
                                                            -----------   -----------

Property and equipment, net                                   9,397,253     9,543,709
Intangible assets, net                                          278,342       305,295
Interest receivable                                              26,835        23,683
Mortgages receivable, less current portion                      340,837            --
Notes receivable, less current portion                          229,423       357,167
                                                            -----------   -----------
            Total assets                                    $16,532,141    18,527,507
                                                            ===========   ===========


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Current maturities of long-term debt                    $   708,718       495,041
    Accounts payable                                            989,305     1,438,914
    Accrued salaries and benefits                                23,051        24,868
    Accrued liabilities                                         223,012       214,038
    Due to related party                                             --       516,043
    Deferred revenue                                             33,330            --
                                                            -----------   -----------
            Total current liabilities                         1,977,416     2,688,904

Deferred income taxes                                           626,100       613,400
Long-term debt, less current maturities                       3,975,616     5,445,428
                                                            -----------   -----------
            Total liabilities                                 6,579,132     8,747,732
                                                            -----------   -----------

Commitments and contingencies

Stockholders' equity:
    Preferred stock, $.001 par value;
       1,000,000 shares authorized, none issued or
       outstanding at January 31, 2002 and 2001                      --            --
    Common stock, $.001 par value; 10,000,000 shares
       authorized, 4,583,348 issued and outstanding
       at January 31, 2002 and 2001                               4,583         4,583
    Additional paid-in capital                                9,775,192     9,775,192
    Retained earnings                                           173,234            --
                                                            -----------   -----------
            Total stockholders' equity                        9,953,009     9,779,775

            Total liabilities and stockholders' equity      $16,532,141    18,527,507
                                                            ===========   ===========

See accompanying notes to financial statements.
</TABLE>

                                       22
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                        YEARS ENDED JANUARY 31,
                                             --------------------------------------------
                                                 2002            2001            2000
                                             ------------    ------------    ------------
<S>                                          <C>               <C>             <C>
Gross sales                                  $ 23,649,381      27,164,286      27,242,403
Less discounts on sales                           425,279         399,022         386,622
                                             ------------    ------------    ------------
          Net sales                            23,224,102      26,765,264      26,855,781

Cost of goods sold                             15,973,719      18,748,526      18,660,049
                                             ------------    ------------    ------------
          Gross profit                          7,250,383       8,016,738       8,195,732

General and administrative expense             (6,069,578)     (6,742,579)     (7,128,511)
Depreciation and amortization                    (751,857)       (778,788)       (719,085)
Management fee income                                  --         212,693         207,390
Other operating income                                 --              --          30,661
                                             ------------    ------------    ------------
          Operating income                        428,948         708,064         586,187

Other income (expense):
    Interest income                               134,392         180,851          95,570
    Gain on sale of property and equipment         34,969         266,897           1,024
    Gain from insurance proceeds                       --              --         711,805
    Rental income                                  86,425              --              --
    Miscellaneous                                   6,398              --              --
    Interest expense                             (401,498)       (625,500)       (598,420)
                                             ------------    ------------    ------------
          Total other income (expense)           (139,314)       (177,752)        209,979
                                             ------------    ------------    ------------
          Income before income taxes              289,634         530,312         796,166
Income taxes                                      116,400         231,500         308,800
                                             ------------    ------------    ------------
          Net income                         $    173,234         298,812         487,366
                                             ============    ============    ============
Earnings per share:
Weighted average common shares
     outstanding                                4,583,348       4,583,348       4,583,348
                                             ============    ============    ============

     Basic and diluted                       $       0.04            0.07            0.11
                                             ============    ============    ============

See accompanying notes to financial statements.
</TABLE>

                                       23
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000
<TABLE>
<CAPTION>
                                                         COMMON       ADDITIONAL      PARENT'S
                                           NUMBER        STOCK,        PAID-IN       EQUITY IN       RETAINED
                                          OF SHARES      AT PAR        CAPITAL        DIVISION       EARNINGS        TOTAL
                                          ---------   -----------    ------------   ------------    ----------    -----------
<S>                                       <C>         <C>            <C>            <C>             <C>           <C>
Balance at January 31, 1999                      --   $        --              --      7,633,658            --      7,633,658
Net income                                       --            --              --        487,366            --        487,366
                                          ---------   -----------    ------------   ------------    ----------    -----------

Balance at January 31, 2000                      --            --              --      8,121,024            --      8,121,024

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

Balance at January 31, 2001               4,583,348         4,583       9,775,192             --            --      9,779,775
Net income                                       --            --              --             --       173,234        173,234
                                          ---------   -----------    ------------   ------------    ----------    -----------

Balance at January 31, 2002               4,583,348   $     4,583       9,775,192             --       173,234      9,953,009
                                          =========   ===========    ============   ============    ==========    ===========


See accompanying notes to financial statements.
</TABLE>






















                                       24
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               YEARS ENDED JANUARY 31,
                                                                     -----------------------------------------
                                                                         2002           2001           2000
                                                                     -----------    -----------    -----------
<S>                                                                  <C>            <C>            <C>
Cash flows from operating activities:
     Net income                                                      $   173,234        298,812        487,366
     Adjustments to reconcile net income to
         net cash provided by operating activities:
            Depreciation and amortization                                751,857        778,788        719,085
            Amortization of loan fee                                      26,093             --             --
            Income from partnership investment                                --             --         (1,408)
            Gain on sale of property and equipment                       (34,969)      (266,897)        (1,024)
            Gain from insurance proceeds                                      --             --       (711,805)
            Provision for deferred income taxes                           12,700         20,600        362,900
            Changes in operating assets and liabilities
               Accounts receivable                                       344,366         33,007         93,417
               Inventories                                               428,472        104,945        154,862
               Prepaid expenses and other                                 24,902        (54,436)        71,953
               Accounts payable and accrued liabilities                 (925,165)       124,523         22,209
               Income taxes                                             (114,300)          --          223,976
                                                                     -----------    -----------    -----------
               Net cash provided by operating activities                 687,190      1,039,342      1,421,531
                                                                     -----------    -----------    -----------

Cash flows from investing activities:
     Capital received from partnership                                        --             --         21,400
     Proceeds from sale of assets                                         71,300        837,064        138,828
     Proceeds from insurance                                                  --             --      1,086,865
     Purchases of property and equipment                                (640,872)      (303,423)    (2,908,762)
     Increase in mortgages receivable                                   (345,000)            --             --
     Payments received from mortgages receivable                             379             --             --
     Increase in notes receivable                                        (44,500)       (33,782)      (130,000)
     Payment received from notes receivable                              155,921         37,739         12,534
                                                                     -----------    -----------    -----------
               Net cash provided by (used in) investing activities      (802,772)       537,598     (1,779,135)
                                                                     -----------    -----------    -----------

Cash flows from financing activities:
     Payments on long-term debt                                       (1,256,135)      (783,086)      (821,670)
     Payments for debt issuance costs                                         --        (16,005)            --
     Capital contribution from parent                                         --      1,359,939             --
     Due to related party                                                     --        516,043             --
     Proceeds from borrowings                                                 --             --        776,200
                                                                     -----------    -----------    -----------
               Net cash provided by (used in) financing activities    (1,256,135)     1,076,891        (45,470)
                                                                     -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents                  (1,371,717)     2,653,831       (403,074)
Cash and cash equivalents at beginning of period                       4,042,765      1,388,934      1,792,008
                                                                     -----------    -----------    -----------

Cash and cash equivalents at end of period                           $ 2,671,048      4,042,765      1,388,934
                                                                     ===========    ===========    ===========

                                                                                                   (Continued)
</TABLE>

                                       25
<PAGE>



                           BOWLIN TRAVEL CENTERS, INC.

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                               YEARS ENDED JANUARY 31,
                                                                     -----------------------------------------
                                                                         2002           2001           2000
                                                                     -----------    -----------    -----------
<S>                                                                  <C>            <C>            <C>
Supplemental disclosure of cash flow information:

     Interest paid                                                   $   401,498        594,947        618,105
                                                                     ===========    ===========    ===========

     Income taxes paid (received)                                    $   103,700        210,900       (230,376)
                                                                     ===========    ===========    ===========
Noncash investing and financing activities:

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


See accompanying notes to financial statements.
</TABLE>

















                                       26
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                                January 31, 2002


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    DESCRIPTION OF BUSINESS

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

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

              The Company's  principal business activities include the operation
              of  full-service   travel  centers  and  restaurants  which  offer
              brand-name food and gasoline, and a unique variety of Southwestern
              merchandise  to the traveling  public in the  Southwestern  United
              States, primarily New Mexico.

       (b)    CASH AND CASH EQUIVALENTS

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

       (c)    INVENTORIES

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

       (d)    PROPERTY AND EQUIPMENT

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

       (e)    INTANGIBLE ASSETS

              Debt issuance  costs are deferred and amortized  over the terms of
              the  respective  borrowings  on  a  straight-line  basis  for  the
              revolving  portion  and the  interest  method  for the  term  note

                                       27
<PAGE>

              portion.  Franchise  fees are amortized on a  straight-line  basis
              over the shorter of the life of the related  franchise  agreements
              or the periods estimated to be benefited,  ranging from fifteen to
              twenty-five years.

       (f)    SALES AND COST RECOGNITION

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

       (g)    INCOME TAXES

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

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

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

       (i)    FINANCIAL INSTRUMENTS

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

       (j)    USE OF ESTIMATES

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

       (k)    EARNINGS PER SHARE

              Earnings per share of common  stock,  both basic and diluted,  are
              computed by dividing  net income by the  weighted  average  common
              shares outstanding, assuming the shares distributed on January 30,
              2002 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.

                                       28
<PAGE>

       (l)    RECLASSIFICATIONS

              Certain  2001 amounts  have been  reclassified  to conform to 2002
              presentation. Such reclassifications had no effect on net income.

       (m)    ACCOUNTS RECEIVABLE

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


(2)    PROPERTY AND EQUIPMENT

       Property and equipment consist of the following at January 31:

                                        ESTIMATED
                                       LIFE (YEARS)       2002         2001
                                       ------------   -----------   ----------
       Land                                           $ 2,443,343     2,403,421
       Buildings and improvements         10 - 40       7,375,879     7,627,865
       Machinery and equipment             3 - 10       5,744,622     5,867,316
       Autos, trucks and mobile homes      3 - 10       1,341,079     1,351,039
       Billboards                         15 - 20       1,180,404     1,041,923
       Construction in progress                            60,665            --
                                                      -----------   -----------
                                                       18,145,992    18,291,564
       Less accumulated depreciation                   (8,748,739)   (8,747,855)
                                                      -----------   -----------
                                                      $ 9,397,253     9,543,709
                                                      ===========   ===========

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

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

                                       29
<PAGE>

(3)    INTANGIBLE ASSETS

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

                                                    2002         2001
                                                 ---------    ---------

       Franchise fees                            $ 192,442      183,000
       Debt issuance costs                         311,272      311,272
                                                 ---------    ---------
                                                   503,714      494,272
       Less accumulated amortization              (225,372)    (188,977)
                                                 ---------    ---------
                                                 $ 278,342      305,295
                                                 =========    =========
(4)    SHORT-TERM BORROWING

       In November 2000, the Company entered into a credit agreement with one of
       its existing lenders which included a working capital line-of-credit. The
       $1,000,000  line-of-credit  matures March 31, 2002 and requires  variable
       interest (4.75% at January 31, 2002). There were no amounts drawn on this
       line-of credit during the year ended January 31, 2002.

(5)    LONG-TERM DEBT

       Long-term debt consists of the following at January 31:
<TABLE>
<CAPTION>
                                                                                    2002           2001
                                                                                -----------    -----------
<S>                                                                             <C>              <C>
       Due bank, maturity  November 2005,  variable  interest  (4.18%  at
         January 31, 2002),  monthly  installments of $37,398, secured by
         buildings and equipment                                                $ 2,164,213      2,467,041

       Due bank,  maturity  October  2013,  variable  interest  (4.75% at
         January 31, 2002),  monthly  installments of $10,317, secured by
           land and buildings                                                       832,371        898,143
       Due bank,  maturity  October  2013,  variable  interest  (4.75% at
          January 31, 2002),  monthly  installments of $6,081, secured by
          land and buildings                                                        496,199        534,607
       Due bank,  maturity  January 2005,   variable  interest  (4.75% at
          January 31, 2002),  monthly  installments of  $4,920 secured by
          buildings and equipment                                                   421,839        451,601
       Due bank,  maturity  November 2005,  variable interest   (4.75% at
          January 31, 2002),  monthly  installments of $7,517, secured by
          buildings and equipment                                                   652,779        697,719
       Due bank,  maturity  August 2003,  variable   interest  (4.75%  at
          January 31, 2002),  monthly  installments of $7,792, secured by
          land, buildings, equipment and inventories                                 92,528        789,412
       Due  individual,  maturity  September  2003,  interest  at  8.00%,
          monthly payments of $1,400, unsecured.                                     24,405        101,946
                                                                                -----------    -----------
                                                                                  4,684,334       5,940,469
       Less current maturities                                                      708,718         495,041
                                                                                -----------    ------------

                                                                                $ 3,975,616       5,445,428
                                                                                ===========    ============
</TABLE>

                                       30
<PAGE>

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

                 2003                                $   708,718
                 2004                                    639,761
                 2005                                    657,598
                 2006                                  1,937,289
                 2007                                    165,152
                 Thereafter                              575,816
                                                     -----------
                    Total                            $ 4,684,334
                                                     ===========

(6)    INCOME TAXES

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

                                   CURRENT     DEFERRED      TOTAL
                                  ---------    ---------   ---------
       2002:
         U.S. Federal             $  86,400       10,600      97,000
         State                       17,300        2,100      19,400
                                  ---------    ---------   ---------
                                  $ 103,700       12,700     116,400
                                  =========    =========   =========
       2001:
         U.S. Federal             $ 175,700       17,200     192,900
         State                       35,200        3,400      38,600
                                  ---------    ---------   ---------
                                  $ 210,900       20,600     231,500
                                  =========    =========   =========
       2000:
         U.S. Federal             $ (45,000)     302,300     257,300
         State                       (9,100)      60,600      51,500
                                  ---------    ---------   ---------
                                  $ (54,100)     362,900     308,800
                                  =========    =========   =========

       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:

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

            Computed "expected" tax              $ 98,476    180,306    270,696
            State income taxes, net of federal
               tax benefit                         12,825     25,497     34,014
            Other non-deductible expenses           5,099     25,697      4,090
                                                 --------   --------   --------
                 Total                           $116,400    231,500    308,800
                                                 ========   ========   ========

       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:

                                       31
<PAGE>

                                                               2002       2001
                                                             --------   --------
            Deferred tax assets -
              Compensated  absences, principally  due  to
                accrual for financial reporting purposes     $ 37,813     36,571
                                                             --------   --------
                  Total gross deferred tax assets              37,813     36,571

            Deferred tax liabilities:
              Property and equipment, principally due to
                differences in depreciation                   648,777    645,439
              Other                                            15,136      4,532
                                                             --------   --------
                  Total gross deferred liabilities            663,913    649,971
                                                             --------   --------
                  Net deferred tax liability                 $626,100    613,400
                                                             ========   ========


       There was no  valuation  allowance  for deferred tax assets as of January
       31, 2002, 2001 or 2000. 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.

(7)    PROFIT-SHARING PLAN

       The Company  maintains a qualified  defined  contribution  profit-sharing
       plan that  covers  substantially  all  employees.  The plan's 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  $59,022,  $62,315  and
       $42,237 in fiscal 2002, 2001 and 2000, respectively.

(8)    COMMITMENTS AND CONTINGENCIES

       The  Company  leases land at several of its retail  operating  locations.
       Included  in general  and  administrative  expenses  in the  accompanying
       statements of income is rental expense for these land leases of $234,676,
       $296,080  and $356,392  for the years ended  January 31,  2002,  2001 and
       2000,  respectively.  The Company  also leases land where  several of its
       retail  billboards  are  located and rent  expense  for these  leases was
       $132,730,  $85,273 and $91,148 for the years ended January 31, 2002, 2001
       and 2000, respectively.

       The leasing  agreements  for the various  locations  include 5 to 30 year
       leases with remaining lives on those leases ranging from  approximately 5
       to 15 years at January 31, 2002.  Contingent  rentals are generally based
       on percentages of specified gross receipts.  Several leases include terms
       for  computation  of rent  expense  as the  greater of a percent of gross
       receipts  or a percent of land  value as  defined  by the lease.  In most
       cases,  the Company is responsible for certain  repairs and  maintenance,
       insurance, property taxes or property tax increases, and utilities.

                                       32
<PAGE>

       Future minimum rental payments under these leases are as follows:

                        Year ending January 31:

                             2003          $  132,101
                             2004             127,721
                             2005             123,262
                             2006             100,474
                             2007              98,325
                             Thereafter       495,265
                                           ----------
                             Total         $1,077,148
                                           ==========


(9)    RELATED PARTY TRANSACTIONS

       Wholesale gasoline  distribution sales were sold to a Stuckey's franchise
       travel center not owned by the Company. The travel center is owned by the
       daughter of an individual who is a stockholder in the Company.  The sales
       with the  associated  cost of  goods  and  gross  profit  consist  of the
       following at January:

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

            Gross sales          $1,311,206    1,433,398    1,328,418
            Cost of goods sold    1,257,959    1,380,472    1,264,169
                                 ----------   ----------   ----------

            Gross profit         $   53,247       52,926       64,249
                                 ==========   ==========   ==========

(10)   NOTES RECEIVABLE

       Notes  receivable  as of  January  31,  2002  and  2001  consist  of  the
following:

                                                             2002       2001
                                                           --------   --------

       8% note, due $37,500 annually through
          2004 (including interest) with the balance
          due in 2005(a)                                   $174,539    180,039
       9% note, due $1,318 monthly through
          November 20, 2014 (including interest)(b)              --    124,567
       9% note, due $691 monthly through June 1,
          2008 (including interest)(c)                       40,479     44,943
       10% note, due $1,592 monthly through
          October 1, 2003 (including interest)(d)            30,554       --
       10% note, due $1,090 monthly through
          October 15, 2003  (including interest)             22,389     32,985
                                                           --------   --------
                                                            267,961    382,534
       Less current portion                                  38,538     25,367
                                                           --------   --------
                                                           $229,423    357,167
                                                           ========   ========

                                       33
<PAGE>


       (a)  Collateralized  by land and  improvements  and equipment sold. In
            the event of default,  the property and equipment reverts back to
            the  Company.  The  gross  amount  of  the  outstanding  note  is
            $395,000,  which is offset by a deferred  gain of  $220,000.  The
            deferred   gain  will  be   recognized   into  income  using  the
            installment method as payments are received.

       (b)  Collateralized by land,  building and equipment sold. In February
            2001,  there  was an  agreement  to  terminate  the  real  estate
            contract.  All assets  reverted  back to the  Company.  The land,
            building and equipment were leased to an independent  third party
            in March 2001.

       (c)  Collateralized  by  land  and  buildings  sold.  In the  even  of
            default, the property reverts back to the Company.

       (d)  Collateralized  by the  equipment  sold. In the event of default,
            the equipment reverts back to the Company.


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

(11)   MORTGAGES RECEIVABLE

       Mortgages receivable as of January 31, 2002 consist of the following:

                 14% note, due $560 monthly through
                      November 1, 2004 (including interest)    $  44,789
                 14% note, due $1,243 monthly through
                      November 15, 2004 (including interest)      99,926
                 13% note, due $586 monthly through
                      December 20, 2006 (including interest)      50,000
                 12.5% note, due $1,134 monthly through
                      December 1, 2005 (including interest)       99,906
                 12% note, due $586 monthly through
                      January 18, 2007  (including interest)      50,000
                                                               ---------
                                                                 344,621
                 Less current portion                              3,784
                                                               ---------
                                                               $ 340,837
                                                               =========

       All mortgages receivable are collateralized by land and buildings. In the
       event of default,  foreclosure would occur and the property would be sold
       to pay the balance of the loans.  The  Company has first  position on the
       loans.  No  mortgages   receivables  existed  as  of  January  31,  2001.
       Management believes that all mortgages  receivable are fully collectable.
       Therefore, no allowance is deemed to be required.

                                       34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       35
<PAGE>

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



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

      NAME                AGE                       POSITION

Michael L. Bowlin         59         Chairman of the Board, President and Chief
                                     Executive Officer and Director
C. Christopher Bess       55         Executive Vice President, Chief Operating
                                     Officer and Director
William J. McCabe         51         Senior Vice President -Management
                                     Information Systems, Secretary, Treasurer
                                     and Director
Nina J. Pratz             50         Chief Financial Officer

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

         MICHAEL L. BOWLIN.   Mr. Bowlin has served as Chairman of the Board and
Chief  Executive  Officer,  President and as a Director of Bowlin Travel Centers
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.

         C.  CHRISTOPHER  BESS.  Mr. Bess has served as Executive Vice President
and Chief Operating  Officer,  and as a Director,  of Bowlin Travel Centers from
August of 2000 until his  retirement in January  2002.  Mr. Bess has served as a
member of Bowlin Travel  Centers'  Board of Directors from 1974 and continues to
serve on the Board of Directors. During his 30 years with Bowlin Travel Centers,
Mr. Bess also served in such capacities as Internal  Auditor,  Merchandiser  for
Travel Center  Operations,  Travel Center Operations  Manager and as Development
Manager. Mr. Bess is a certified public accountant and holds a Bachelor's degree
in Business Administration from the University of New Mexico.

         WILLIAM  J.  MCCABE.  Mr. McCabe has served as Senior  Vice  President,
Management Information Systems, Secretary, Treasurer and as a Director of Bowlin
Travel  Centers since August of 2000. Mr. McCabe served as a member of the Board
of Directors of Bowlin from 1983 until August 1996.  Prior to 1997,  Mr.  McCabe
served as Senior Vice President - Advertising Services from 1993, Vice President
of Outdoor Operations from 1988 and as Vice President of Accounting from 1984 to
1987.  Mr. McCabe had been employed by Bowlin Travel  Centers 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.

         NINA J. PRATZ.  Ms.  Pratz  has  served  as the  Company's  Senior Vice
President - Chief  Financial  Officer since 1997 and  Treasurer/Secretary  since
1977.  Prior to 1997,  Ms. Pratz served as Chief  Administrative  Officer  since
1988. In addition,  Ms. Pratz has served as a member of the  Company's  Board of
Directors from 1976 until January 2001.  Ms. Pratz holds a Bachelor's  degree in
Business Administration from New Mexico State University.

                                       36
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

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

         The following table summarizes all  compensation  paid by Bowlin Travel
Centers,  Inc. to its Chief Executive  Officer and Chief  Operating  Officer for
services  rendered to Bowlin Travel Centers,  Inc. during the fiscal years ended
January 31,  2002,  2001 and 2000.  The Company has no other  executive  officer
whose total annual salary and bonus paid to them by Bowlin Travel Centers,  Inc.
exceeded $100,000. All information set forth in this table reflects compensation
earned by these individuals for services with Bowlin Travel Centers.
<TABLE>
<CAPTION>
                                                                        |  LONG TERM  |
                                                                        |COMPENSATION |
                                               ANNUAL COMPENSATION      |   AWARDS    |
                                          ----------------------------- |------------ |
                                                              OTHER     | SECURITIES  |
                                                              ANNUAL    |  UNDERLYING | ALL OTHER
                                FISCAL    SALARY    BONUS    COMPENSA-  |   OPTIONS/  | COMPENSA-
 NAME AND PRINCIPAL POSITION     YEAR     ($)(1)     ($)      TION ($)  |   SARS (#)  |  TION ($)
 ----------------------------   ------   --------   -----   ----------- | ----------- | ---------
 <S>                            <C>      <C>        <C>     <C>           <C>           <C>
 Michael L. Bowlin               2002     116,300     --     15,974 (2) |      --     |     --
    Chairman of the Board,       2001     195,000     --     17,304 (2) |      --     |     --
    President, CEO &             2000     195,000     --     17,779 (2) |      --     |     --
    Director                                                            |             |
                                                                        |             |
 C. Christopher Bess             2002      84,008     --      2,400 (3) |      --     |     --
    Executive Vice President,    2001     145,000     --      3,142 (3) |      --     |     --
    COO & Director               2000     145,000     --      4,143 (3) |      --     |     --
                                                                        |             |
 ----------------------------
</TABLE>

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

(2)  Amount for 2002 includes (i) $2,216 of Bowlin Travel Centers  discretionary
     matching contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan
     account;  (ii)  $7,758  for  premiums  on term  life,  auto and  disability
     insurance  policies of which Mr. Bowlin or his wife is the owner; and (iii)
     $6,000 for Mr. Bowlin's car allowance.  Amount for 2001 includes (i) $3,699
     of Bowlin Travel Centers discretionary matching contributions  allocated to
     Mr. Bowlin's  401(k) Profit Sharing Plan account;  (ii) $7,105 for premiums
     on term life, auto and disability insurance policies of which Mr. Bowlin or
     his wife is the owner;  and (iii) $6,500 for Mr.  Bowlin's use of a company
     owned   vehicle.   Amount  for  2000   includes   (i)  $1,950  of  Bowlin's
     discretionary  matching  contributions  allocated  to Mr.  Bowlin's  401(k)
     Profit Sharing Plan account;  (ii) $11,506 for premiums on term life,  auto
     and  disability  insurance  policies of which Mr. Bowlin or his wife is the
     owner; and (iii) $4,323 for Mr. Bowlin's use of a company owned vehicle

(3)  Amount for 2002 includes (i) $2,400 of Bowlin Travel Centers  discretionary
     matching  contributions  allocated to Mr. Bess' 401(k) Profit  Sharing Plan
     account.  Amount  for 2001  includes  (i) $2,875 of Bowlin  Travel  Centers
     discretionary matching  contributions  allocated to Mr. Bess' 401(k) Profit
     Sharing Plan  account;  and (ii) $267 for  premiums on term life,  auto and
     disability  insurance  policies of which Mr. Bess or his wife is the owner.
     Amount for 2000 includes (i) $1,700 of Bowlin Travel Centers  discretionary

                                       37
<PAGE>

     matching  contributions  allocated to Mr. Bess' 401(k) Profit  Sharing Plan
     account;  and (ii) $2,443 for  premiums on term life,  auto and  disability
     insurance policies of which Mr. Bess or his wife is the owner.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of January 31, 2002,  there were 4,583,348  shares of Bowlin Outdoor
common stock outstanding. The following table sets forth the number of shares of
common stock  beneficially  owned by (i) all persons  known by the Company to be
the  beneficial  owners of more than five percent of the  outstanding  shares of
common stock; (ii) each Director of the Company; (iii) the executive officers of
the Company;  and (iv) all Directors and executive  officers of the Company as a
group.
<TABLE>
<CAPTION>
                                            AMOUNT AND NATURE OF      PERCENT OF
     NAME OF BENEFICIAL OWNER              BENEFICIAL OWNERSHIP(2)     CLASS(3)
     -------------------------             -----------------------    ----------
     <S>                                   <C>                        <C>
     Michael L. Bowlin (5)(1)                     1,646,013             35.9%

     C. Christopher Bess (6)(1)                     368,623              8.0%

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

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

     Monica A. Bowlin (7)(1)                      1,646,013             35.9%

     The Francis W. McClure and
     Evelyn Hope McClure Revocable
     Trust (8)(1)                                   371,695              8.1%

     Jonathan Brooks(2)                             535,200             11.7%

     All directors and executive officers
     as a group(4 persons)(5)(6)(7)               2,195,986             47.9%

     -----------------------------------------
</TABLE>

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

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

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

(4)  The  shares  and  percentages  shown  include  the  shares of common  stock
     actually owned as of April 20, 2002.

(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 48,006 shares held by Mr. Bess' wife and 26,623 shares held by Mr.
     Bess' minor daughter.

                                       38
<PAGE>

(7)  Includes  706,330 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.

(8)  Francis W.  McClure  and Evelyn Hope  McClure  are the natural  persons who
     control The Francis W.  McClure and Evelyn Hope  McClure  Revocable  Trust.
     Evelyn  Hope  McClure is the sister of Michael L.  Bowlin,  Chairman of the
     Board, President and Chief Executive Officer of Bowlin Travel Centers.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

         Wholesale  gasoline  distribution  sales  were  sold  to  a   Stuckey's
franchise travel center not owned by the Company.  The travel center is owned by
the daughter of an  individual  who is a stockholder  in the Company.  The sales
with the  associated  cost of goods and gross profit consist of the following at
January:

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

         Gross sales              $ 1,311,206      1,433,398      1,328,418
         Cost of goods sold         1,257,959      1,380,472      1,264,169
                                  -----------    -----------    -----------

         Gross profit             $    53,247         52,926         64,249
                                  ===========    ===========    ===========


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Exhibits

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

(b)      Reports on Form 8-K

         A current  report on Form 8-K was filed on May 11,  2001,  disclosing a
         change in the Company's principal accountants.


                                INDEX TO EXHIBITS
EXHIBIT

 3.1(1)  Form of Certificate of Incorporation of Bowlin Travel Centers, Inc.
 3.2(1)  Bylaws of Bowlin Travel Centers, Inc.
10.1(1)  Management Services  Agreement,   between  Bowlin  Outdoor  Advertising
         and Travel Centers Incorporated and Bowlin Travel Centers, dated August
         1, 2000.
10.2(1)  Distributor Franchise Agreement, dated as of July 19, 1995, between the
         Registrant and CITGO Petroleum Corporation

                                       39
<PAGE>

10.3(1)  Distributor  Sales  Agreement,  dated as of April 1, 1999, between  the
         Registrant and Exxon Company, U.S.A. (a division of Exxon Corporation)
10.8(1)  Lease,  dated  as  of  January 12, 1987,  between Janet Prince and  the
         Registrant
10.9(1)  Commercial  Lease,  dated as of September 21,  1996,  between the State
         of Arizona and the Registrant, as amended
10.10(1) Commercial  Lease,  dated as of March 16, 2000,  between the New Mexico
         Commissioner of Public Lands and the Registrant, as amended
10.12(1) Lease  Agreement,  dated as of June 23,  1989,  between the  Registrant
         and Rex Kipp,  Jr., as amended
10.13(1) Lease,  dated  as of September 29, 1983, between J.T. and Ida M. Turner
         and the Registrant
10.14(1) Business Lease, dated as of  October 1, 1996,  between  the  Registrant
         and the New Mexico Commission of Public Lands
10.15(1) Commercial  Lease,  dated  as  of  September  21,  1996,  between   the
         Registrant and the State of Arizona, as amended
10.19(1) "Dairy Queen" Operating Agreement,  dated as of March 10, 1983, between
         Interstate  Dairy Queen  Corporation and the Registrant  d/b/a DQ/B  of
         Edgewood,  NM,  together  with  amendments  and  ancillary   agreements
         related thereto
10.20(1) "Dairy Queen"  Operating  Agreement,  dated as of May 1, 1982,  between
         Interstate  Dairy Queen  Corporation and the Registrant  d/b/a DQ/B  of
         Flying  C,  New  Mexico,   together  with   amendments  and   ancillary
         agreements related thereto
10.21(1) "Dairy Queen" Store Operating Agreement, dated as of November 18, 1986,
         between  Dairy Queen of Southern  Arizona,  Inc.  and the   Registrant,
         together with  amendments  and ancillary  agreements  related   thereto
10.22(1) "Dairy  Queen"  Operating  Agreement,  dated as of  September  1, 1982,
         between Interstate Dairy Queen Corporation and the Registrant d/b/a  DQ
         of  Bluewater,  New Mexico,  together  with  amendments  and  ancillary
         agreements related thereto
10.23(1) "Dairy Queen" Store Operating Agreement,  dated as of February 1, 1984,
         between Dairy Queen of Arizona, Inc. and the Registrant, together  with
         amendments and ancillary  agreements  related thereto
10.25(1) "Dairy Queen" Operating  Agreement,  dated as of June 7, 1989,  between
         Interstate  Dairy Queen  Corporation and the Registrant  d/b/a "DQ"  at
         Butterfield Station, together with amendments and ancillary  agreements
         related thereto
10.26(1) Letter of  Agreement,  dated as of March 1,  1987,  between   Stuckey's
         Corporation  and the  Registrant  confirming  franchise of Benson,   AZ
         Stuckey's Pecan Shoppe
10.27(2) Franchise Agreement,  dated as of July 7, 1982, between Stuckey's, Inc.
         and the  Registrant,  together  with a related  Personal  Guaranty  and
         Indemnity
10.28(2) Amended and Restated  Master Loan  Agreement  with First Security Bank,
         dated as of November 10,  2000,  by and among the  Registrant,   Bowlin
         Outdoor  Advertising  and  Travel  Centers  Incorporated,   and   First
         Security Bank.
10.29(1) Lease Agreement  between Bowlin Outdoor  Advertising and Travel Centers
         Incorporated and the Registrant, dated August 1, 2000.
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.

(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.

                                       40
<PAGE>

                                   SIGNATURES

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

                                           Bowlin Travel Centers Inc

                                       By: /s/ MICHAEL L. BOWLIN
                                           -------------------------------------
                                       Michael L. Bowlin, Chairman of the Board,
                                       President and Chief Executive Officer
Date:    April 26, 2002


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

                SIGNATURE                                      DATE

By: /s/ MICHAEL L. BOWLIN                                 April 26, 2002
    ----------------------------------------------
     Michael L. Bowlin, Chairman of the Board,
     President, CEO and Director (Principal
     Executive Officer)

By: /s/ WILLIAM J. MCCABE                                 April 26, 2002
    ----------------------------------------------
     Senior Vice President, Management Information
     Systems, Secretary, Treasurer and Director

By: /s/ NINA J. PRATZ                                     April 26, 2002
    -----------------------------------------------
     Chief Financial Officer

By: /s/ C. CHRISTOPHER BESS                               April 26, 2002
    -----------------------------------------------
     C. Christopher Bess, Director


















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