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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 June 30, 2003



Commission file number 1-13020



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PETRO FINANCIAL CORPORATION

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



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|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 June 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 |       | June 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 June 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.



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 June 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 June 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:  August 13, 2003 |  |  |  | By:                                     
|                       |  |  |  |                                         



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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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