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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 March 31, 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



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 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, 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 |       | March 31, 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 March 31, 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.



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 a date within 90 days of the date of this report, 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 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 7 of this Quarterly Report.



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



The Registrant filed no reports on Form 8-K during the quarter ended March 31, 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.



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|Date: May 14, 2003
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Certifications



I, J.A. Cardwell, Sr.,
certify that:



1. I have reviewed this quarterly report on Form
10-Q of Petro Financial Corporation;



2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this quarterly report;



3. Based on my
knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;



4. The
registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5. The registrants other certifying
officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 14, 2003



/s/ J.A. Cardwell, Sr.

(J.A. Cardwell, Sr.)

President and Director



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Certifications



I, Edward Escudero,
certify that:



1. I have reviewed this quarterly report on Form
10-Q of Petro Financial Corporation;



2. Based on my knowledge,
this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this quarterly report;



3. Based on my
knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;



4. The
registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5. The registrants other certifying
officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):



a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls; and



6. The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date: May 14, 2003



/s/ Edward Escudero

(Edward Escudero)

Treasurer and Chief Financial Officer



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EXHIBIT
INDEX



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



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



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