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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2003



Commission file number 1-13020



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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



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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 September 30, 2003, 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 1. Financial Information



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



PETRO FINANCIAL CORPORATION

UNAUDITED BALANCE SHEETS



|                                                                                            |  | December 31, 2002 |       | September 30, 2003
|------------------------------------------------------------------------------------------- |  | ----------------- | ----- | ------------------
|Assets                                                                                      |  |                   |       |                   
|Cash                                                                                        |  | $                 | 1,000 |                   
|                                                                                            |  |                   |       |                   
|Total assets                                                                                |  | $                 | 1,000 |                   
|                                                                                            |  |                   |       |                   
|Stockholders Equity                                                                        |  |                   |       |                   
|Common stock, $.01 par value: 10,000 shares authorized; 2,500 shares issued and outstanding |  | $                 | 25    |                   
|Additional paid-in capital                                                                  |  |                   | 975   |                   
|                                                                                            |  |                   |       |                   
|Total stockholders equity                                                                  |  | $                 | 1,000 |                   
|                                                                                            |  |                   |       |                   



See accompanying notes
to unaudited balance sheets.



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PETRO FINANCIAL CORPORATION

NOTES TO UNAUDITED 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 for the sole purpose of acting as a co-obligor with PSC in the
issuance of 100,000 units consisting of $100.0 million 12.5% Senior Notes due 2002 (the Notes) and 100,000 exchangeable Debt Warrants (the Warrants). The Notes and Warrants were recorded on the financial statements of PSC. In
January 1997, PSC and the Company, as co-obligors, issued $135.0 million 10.5% Senior Notes due 2007 (the 10.5% Notes) and made a tender offer for all of, and repurchased approximately 94.0% of the Notes and approximately 100% of the
Warrants. The 10.5% Notes are recorded on the financial statements of PSC. On June 3, 2002, all of the outstanding Notes matured and were retired for $6.2 million plus outstanding interest. The Company has no employees and does not conduct any
operations.



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





(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. The accompanying unaudited 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 balance sheets and notes thereto in the Annual Report of Petro Financial
Corporation on Form 10-K for the year ended December 31, 2002 (2002 Form 10-K). Capitalized terms used in this report and not defined herein have the meaning ascribed to such terms in the 2002 Form 10-K. In the opinion of management of
the Company, the accompanying unaudited balance sheets contain all adjustments necessary to present fairly the financial position of the Company at December 31, 2002 and September 30, 2003.



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
|------- |  | -------------------------------------------------------------------------------------



We are inactive and, accordingly, we have no operations and only minimal assets.



Holdings currently has outstanding an exchange offer with respect to its
15.0% senior discount notes due 2008 which would be part of a proposed future refinancing involving the replacement of PSCs senior credit facility and the issuance of additional debt by PSC in replacement of certain outstanding obligations.





|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 September 30, 2003, our principal executive officer and principal financial officer concluded they are effective in light of our lack of operations. There have been no significant changes in our
internal controls or to our knowledge, in other factors that could significantly affect internal controls subsequent to the date of our evaluation.





PART II. Other Information



|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



| | (a) | Exhibits
| | --- | --------



Incorporated herein by reference is a list of Exhibits contained in the Exhibit Index on Page 5 of this Quarterly Report.



| | (b) | Reports on Form 8-K
| | --- | -------------------



The Registrant filed no reports on Form 8-K during the quarter ended September 30, 2003.



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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: |  | November 13, 2003 |  |                            
|      |  |                   |  |                            
|      |  |                   |  |                            



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EXHIBIT INDEX



|Exhibit No. |  | Exhibit Description                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------
|            | 
|3.1 (a)     |  | Certificate of Incorporation.                                                                
|            | 
|3.2 (a)     |  | Bylaws                                                                                       
|            | 
|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)

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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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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