<PAGE>

================================================================================

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

                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the year ended December 31, 2000

                      Commission file number 333-87371-01
                                             ------------

                     PETRO HOLDINGS FINANCIAL CORPORATION
          (Exact name of the registrant as specified in its charter)

          Delaware                                           74-2922355
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)

         6080 Surety Drive
           El Paso, Texas                                        79905
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (915) 779-4711

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

       Securities registered pursuant to Section 12(b) of the Act: None

       Securities registered pursuant to Section 12(g) of the Act: None

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

     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 requirement for the past 90 days.

                           Yes   X      No
                               -----       -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.

                           Yes   X      No
                               -----       -----

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

                                Not Applicable

The Registrant, Petro Holdings Financial Corporation, meets the conditions set
forth in the General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore
filing this form with reduced disclosure format.

================================================================================
<PAGE>

                                    PART I

Item 1.  Business

General

     We are a wholly-owned subsidiary of Petro Stopping Centers Holdings, L.P.
("Holdings"), incorporated July 6, 1999 for the sole purpose of serving as a co-
issuer with Holdings in the issuance of 82,707 units each consisting of $1,000
principal amount at stated maturity of Holdings 15.0% senior discount notes due
2008 ("15% Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's
warrants (the "Warrants").  Upon an exchange event, such as a change in control,
IPO, or bankruptcy, the Warrants will be exchanged, for no additional
consideration, for 100% of the common stock of Petro Warrant Holdings
Corporation, whose sole asset currently is approximately 10.0% of the common
limited partnership interests in Holdings.  At the same time we co-issued the
15% Notes and the Warrants, we also co-issued with Holdings, notes to Chartwell
Investments, Inc. of approximately $14,800,000 in accreted value ($11.2 million
net of an imputed market rate of interest discount), without warrants. The 15%
Notes and the notes issued to Chartwell Investments, Inc. are recorded on the
financial statements of Holdings.

     We have no employees, only nominal assets, have not and will not conduct
any operations and, accordingly, have no statement of operations.  Our financial
statements are unaudited.  In the opinion of our management, the accompanying
unaudited financial statements contain all adjustments necessary to present
fairly our financial position at December 31, 1999 and December 31, 2000 and
cash flows from inception, July 6, 1999 through the year ended December 31, 1999
and for the year ended December 31, 2000.

     Holdings files with the Securities and Exchange Commission the reports
required to be filed pursuant to the rules and regulations promulgated under the
Securities Exchange Act of 1934.  For information regarding Holdings and its
business and financial results, reference is made to Holdings' Annual Report on
Form 10-K for 2000, a copy of which is filed as Exhibit 99 to this Annual
Report.

Item 2.  Properties

         None

Item 3.  Legal Proceedings

         None

                                    PART II

Item 5.  Market of Registrant's Common Equity and Related Stockholder Matters

     We are a wholly-owned subsidiary of Holdings.  Consequently, there is no
established trading market for our equity.

Item 7A. Quantitative and Qualitative Disclosures About Market Rate

         None

                                       1
<PAGE>

Item 8.  Financial Statements and Supplementary Data

                     PETRO HOLDINGS FINANCIAL CORPORATION
                           UNAUDITED BALANCE SHEETS


                                                  December 31,    December 31,
         Assets                                      1999             2000
                                                  ------------    ------------

Cash                                               $    1,000      $    1,000
                                                   ----------      ----------
    Total assets                                   $    1,000      $    1,000
                                                   ==========      ==========


   Stockholder's Equity

Common stock, $.01 par value: 10,000 shares
  authorized; 2,500 shares issued and
  outstanding                                      $       25      $       25
Additional paid-in capital                                975             975
                                                   ----------      ----------
    Total stockholder's equity                     $    1,000      $    1,000
                                                   ==========      ==========


           See accompanying notes to unaudited financial statements.

                                       2
<PAGE>

                     PETRO HOLDINGS FINANCIAL CORPORATION
                      UNAUDITED STATEMENTS OF CASH FLOWS


                                   From Inception (July 6, 1999)
                                       Through the Year Ended      Year Ended
                                        December 31, 1999      December 31, 2000
                                        -----------------      -----------------

Cash flows from financing activities:

Proceeds from sale of stock                 $    1,000             $       --
                                            ----------             ----------
 Net cash provided by financing activities       1,000                  1,000
                                            ==========             ==========

Net increase in cash                             1,000                     --
Cash, beginning of period                           --                  1,000
                                            ----------             ----------
Cash, end of period                         $    1,000             $    1,000
                                            ==========             ==========



           See accompanying notes to unaudited financial statements.

                                       3
<PAGE>

                     PETRO HOLDINGS FINANCIAL CORPORATION
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Company Formation and Description of Business

Company Formation

     Petro Holdings Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers Holdings, L.P. ("Holdings") and was
incorporated July 6, 1999 for the sole purpose of serving as a co-issuer with
Holdings in the issuance of 82,707 units each consisting of $1,000 principal
amount at stated maturity of Holdings 15.0% senior discount notes due 2008
("15% Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's
warrants (the "Warrants").  Upon an exchange event, such as a change in control,
IPO, or bankruptcy, the Warrants will be exchanged, for no additional
consideration, for 100% of the common stock of Petro Warrant Holdings
Corporation, whose sole asset currently is approximately 10.0% of the common
limited partnership interests in Holdings. At the same time the Company co-
issued the 15% Notes and the Warrants, the Company also co-issued with Holdings,
notes to Chartwell Investments, Inc. of approximately $14,800,000 in accreted
value ($11.2 million net of an imputed market rate of interest discount),
without warrants. The 15% Notes and the notes issued to Chartwell Investments,
Inc. are recorded on the financial statements of Holdings.

(2)  Summary of Significant Accounting Policies

Basis of Presentation

     The Company has no employees, only nominal assets, has not and will not
conduct any operations and, accordingly, has no statement of operations.  At
December 31, 1999 and 2000, the Company's balance sheets consist only of common
stock and additional paid-in capital in the amount of $1,000 and cash in the
amount of $1,000. The accounts of the Company are included in the December 31,
1999 and 2000 consolidated balance sheets of Holdings, which are included in
Holding's Annual Report on Form 10-K for the year ended December 31, 2000, a
copy of which is filed as Exhibit 99 to this Annual Report. In the opinion of
management of the Company, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position of
the Company at December 31, 1999 and December 31, 2000 and cash flows from
inception, July 6, 1999 through the year ended December 31, 1999 and for the
year ended December 31, 2000.

     The Company meets the requirements of an Inactive Registrant as defined by
Rule 3-11 of the Securities and Exchange Commission's Regulation S-X (the
"Rule").  The Rule stipulates that if a registrant is inactive, the financial
statements required for purposes of reports pursuant to the Securities Exchange
Act of 1934 may be unaudited.

(3)  Stockholder's Equity

     The Company is a wholly-owned subsidiary of Holdings, which is the sole
shareholder of the outstanding common stock of the Company.  As the sole
shareholder, Holdings holds all voting rights and privileges.

                                       4
<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         Not applicable


                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a) The following documents are filed as a part of this report:

          1. Financial statements                              Page
                                                               ----

             Unaudited Balance Sheets                            2
             Unaudited Statements of Cash Flows                  3
             Notes to Unaudited Financial Statements             4

          The accounts of the Company are included in December 31, 1999 and
          December 31, 2000 consolidated balance sheets and consolidated
          statements of cash flows of Holdings, which are included in Holding's
          Annual Report on Form 10-K for the year ended December 31, 2000, a
          copy of which is filed as Exhibit 99 to this Annual Report.

          2. Financial statements schedule and supplementary information
             required to be submitted.

             None

          All schedules are omitted because they are not applicable, or not
          required, or because the required information is included in the
          financial statements or notes thereto.

          3. Exhibits

          Incorporated herein by reference is a list of Exhibits contained in
          the Exhibit Index on Page 7 of this Annual Report.

         (b) Reports on Form 8-K:

             None

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                     PETRO HOLDINGS FINANCIAL CORPORATION
                                                 (Registrant)

                                     By:  /s/  J.A. Cardwell, Sr.
                                          ------------------------
                                               J.A. Cardwell, Sr.
                                             President and Director
                                          (Principal Executive Officer)


Date:  March 30, 2001

       Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons on behalf of Petro Holdings Financial
Corporation and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                            Title                       Date
         ---------                            -----                       ----
<S>                           <C>                                    <C>
/s/ J.A. Cardwell, Sr.        President and Director                 March 30, 2001
----------------------------  (Principal Executive Officer)
   (J.A. Cardwell, Sr.)

/s/ David A. Appleby          Treasurer and Chief Financial Officer  March 30, 2001
----------------------------  (Principal Financial Officer
   (David A. Appleby)         and Chief Accounting Officer)


/s/ James A. Cardwell, Jr     Director                               March 30, 2001
----------------------------
   (James A. Cardwell, Jr)


----------------------------  Director                               March 30, 2001
   (William Dawson)

/s/ James L. Whitehurst       Director                               March 30, 2001
----------------------------
   (James L. Whitehurst)

/s/ Martha P. Boyd            Director                               March 30, 2001
----------------------------
   (Martha P. Boyd)

/s/ Joseph R Berkel           Director                               March 30, 2001
----------------------------
  (Joseph R. Berkel)

/s/ Larry J. Zine             Director                               March 30, 2001
----------------------------
   (Larry J. Zine)

</TABLE>

                                       6
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.     Exhibit Description
-----------     -------------------

3.1 (a)         Certificate of Incorporation.

3.2 (a)         Bylaws.

24.1*           Power of Attorney (Included as part of the signature page of the
                Form 10-K).

99*             Petro Stopping Centers Holdings, L.P.'s Annual Report on Form
                10-K for the year ended December 31, 2000, filed on April 2,
                2001.

(a)  Incorporated by reference to Petro Stopping Centers Holdings, L.P.'s and
     Petro Holdings Financial Corporation's Registration Statement on Form S-4
     (Registration No. 333-87371).


*    Filed herewith.

                                       7