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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE
ACT OF 1934



For the quarterly period ended March 31, 2005



Commission file number 1-13020



PETRO FINANCIAL CORPORATION

(Exact name of the registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 74-2699614                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|6080 Surety Dr. El Paso, Texas           |  | 79905     
|(Address of principal executive offices) |  | (Zip Code)



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



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 whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: As of March 31, 2005, the number of shares outstanding of the registrants only class of common stock was 2,500.



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



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PART I. Financial Information



|Item 1. | Financial Statements
|------- | --------------------



PETRO FINANCIAL CORPORATION

UNAUDITED CONDENSED BALANCE SHEETS



|                                                                                            |  |                  |       |               |   |      
|------------------------------------------------------------------------------------------- |  | ---------------- | ----- | ------------- | - | -----
|                                                                                            |  | December 31,2004 |       | March 31,2005
|Assets                                                                                      |  |                  |       |               |   |      
|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 condensed balance sheets.



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PETRO FINANCIAL CORPORATION

NOTES TO UNAUDITED CONDENSED BALANCE SHEETS



(1) Company Formation and Description of Business



Company Formation



Petro Financial Corporation (the Company) is a wholly-owned subsidiary of Petro Stopping Centers, L.P. (PSC) and was incorporated in February 1994. On July 23, 1999, PSC consummated several transactions collectively
referred to as the 1999 Recapitalization. Among other things, Petro Stopping Centers Holdings, L.P. (the Holding Partnership) was created as a holding company, and PSC and the Company became subsidiaries of the Holding Partnership. The
1999 Recapitalization had no effect on the recorded amounts of the Companys assets and stockholders equity accounts.



The Companys sole purpose is to act as a co-obligor with PSC in the issuance of $225.0 million 9% Senior Secured Notes due 2012 (the 9%
Notes) issued in February 2004. The 9% Notes were recorded on the financial statements of PSC.



(2) 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 or statement of cash flows. The accompanying unaudited condensed balance sheets have been
prepared in accordance with the instructions to Form 10-Q and, therefore, certain financial information has been condensed and certain footnote disclosures have been omitted. Such information and disclosures are normally included in financial
statements prepared in accordance with generally accepted accounting principles.



The unaudited condensed balance sheets should be read in conjunction with the Companys balance sheets and notes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2004
(2004 Form 10-K). Capitalized terms used in this report and not defined herein have the meaning ascribed to such terms in the 2004 Form 10-K. In the opinion of management of the Company, the accompanying unaudited condensed balance
sheets contain all adjustments necessary to present fairly the financial position of the Company at December 31, 2004 and March 31, 2005.



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.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



The Company is inactive with no employees and with minimal assets; accordingly, it has no statement of operations or
statement of cash flows. Our balance sheets are unaudited. In the opinion of our management, the accompanying unaudited condensed balance sheets contain all adjustments necessary to present fairly our financial position at December 31, 2004 and
March 31, 2005.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------



None



|Item 4. | Controls and Procedures
|------- | -----------------------



As we have no employees, only minimal assets and conduct no operations, we have only rudimentary disclosure controls and procedures. Based upon an
evaluation of these controls and procedures as of March 31, 2005, our principal executive officer and principal financial officer concluded they are effective at a reasonable assurance level in light of our lack of operations.



There has been no change in our internal control over financial reporting in
connection with the evaluation required by paragraph (d) of the Securities Exchange Act of 1934 Rules 13a-15 or 15d-15 during the first fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.



PART II. Other Information



|Item 6. | Exhibits
|------- | --------



Incorporated herein by reference is a list of exhibits contained in the Exhibit Index on page 5 of this quarter report.



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SIGNATURE



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



|                   |  |  |  |                             |  |                        |  |                                                                                                       
|------------------ |  |  |  | --------------------------- |  | ---------------------- |  | ------------------------------------------------------------------------------------------------------
|                   |  |  |  | PETRO FINANCIAL CORPORATION
|                   |  |  |  | (Registrant)               
|                   |  |  | 
|Date: May 16, 2005 |  |  |  | By:                         |  | /s/    EDWARD ESCUDERO
|                   |  |  |  |                             |  |                        |  | Edward Escudero                                                                                       
|                   |  |  |  |                             |  |                        |  | Treasurer and Chief Financial Officer                                                                 
|                   |  |  |  |                             |  |                        |  | (On behalf of Registrant and as Registrants Principal Financial Officer and Chief Accounting Officer)



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|3.01 (a)    |  | Certificate of Incorporation.                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|3.02 (a)    |  | Bylaws.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|4.01 (b)    |  | Revolving Credit and Term Loan Agreement, dated February 9, 2004, among Petro Stopping Centers, L.P., Petro Stopping Centers Holdings, L.P., Petro Holdings Financial Corporation, Petro
Distributing, Inc., and Petro Financial Corporation, Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent, and L/C Issuer, Bank of America, N.A., as Syndication Agent and the other lenders party thereto.                        
|            | 
|4.02 (b)    |  | Indenture, dated as of February 9, 2004, by and among Petro Stopping Centers, L.P. and Petro Financial Corporation, as Issuers, Petro Stopping Centers Holdings, L.P., Petro Holdings Financial
Corporation, and Petro Distributing, Inc., as Guarantors, and The Bank of New York, as Trustee, relating to Petro Stopping Centers, L.P.s $225 million aggregate principal amount 9.0% Senior Secured Notes due 2012.                   
|            | 
|4.03 (b)    |  | First Supplemental Indenture, dated as of February 9, 2004, by and among Petro Stopping Centers, L.P. and Petro Financial Corporation, as Issuers, Petro Stopping Centers Holdings, L.P., Petro
Holdings Financial Corporation, and Petro Distributing, Inc., as Guarantors, and The Bank of New York, as Trustee, relating to Petro Stopping Centers, L.P.s $225 million aggregate principal amount 9.0% Senior Secured Notes due
2012.
|            | 
|4.05 (c)    |  | First Amendment to Credit Agreement, entered into as of January 21, 2005, among Petro Stopping Centers, L.P., Petro Stopping Centers Holdings, L.P., Petro Holdings Financial Corporation,
Petro Distributing, Inc., and Petro Financial Corporation, the Lenders, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent, and L/C Issuer.                                                                                
|            | 
|31.1*       |  | President and Directors Certification pursuant to Rule 13a-14(a) or 15d-14(a).                                                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2*       |  | Treasurer and Chief Financial Officers Certification pursuant to Rule 13a-14(a) or 15d-14(a).                                                                                                                                                                                                                                                                                                                                           
|            | 
|32.*        |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                                                                                                                   

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|(a) | Incorporated by reference to Petro Stopping Centers, L.P.s and Petro Financial Corporations Registration Statement on Form S-1 (Registration No. 33-76154), filed on
April 26, 1994.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Incorporated by reference to Petro Financial Corporations Current Report on Form 8-K, filed on February 23, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------



|(c) | Incorporated by reference to Petro Financial Corporations Current Report on Form 8-K, filed on January 27, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------



|* | Filed herewith
|- | --------------



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