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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the year ended December 31, 2002



Commission file number 333-87371-01



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PETRO HOLDINGS FINANCIAL CORPORATION

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



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|Delaware                                                      |  | 74-2922355                      
|------------------------------------------------------------- |  | --------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (IRS EmployerIdentification No.)
|                                                             
|6080 Surety DriveEl Paso, Texas                               |  | 79905                           
|(Address of principal executive offices)                      |  | (Zip Code)                      



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



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



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



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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 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.    x



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



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed
by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. 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.



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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). The Supplemental Indenture dated July 23, 1999 (Indenture) provides that upon an exchange event, such as a change in control, public offering, or
bankruptcy filing, 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. If the Warrants have not been exchanged by August 1, 2004, Holdings will be obligated to repurchase the Warrants at fair market value. 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 $14.8 million 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 balance sheets are unaudited. In the opinion of our management, the accompanying unaudited balance sheets contain all
adjustments necessary to present fairly our financial position at December 31, 2001 and 2002.



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 2002, 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 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



The Company is inactive and, accordingly, it has no operations and only minimal assets.



Item 7A. Quantitative and Qualitative Disclosures About Market Rate



None



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Item 8. Financial Statements and Supplementary Data



PETRO HOLDINGS FINANCIAL CORPORATION

UNAUDITED BALANCE SHEETS



|                                                                                            |  | December 31,2001 |       | December 31,2002
|------------------------------------------------------------------------------------------- |  | ---------------- | ----- | ----------------
|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 HOLDINGS FINANCIAL CORPORATION

NOTES TO UNAUDITED BALANCE SHEETS



(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). The Supplemental Indenture dated July 23, 1999 (Indenture) provides that upon an exchange
event, such as a change in control, public offering, or bankruptcy filing, 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. If the Warrants have not been exchanged by August 1, 2004, Holdings will be obligated to repurchase the Warrants at fair market value. 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 $14.8 million 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, 2001 and 2002, 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, 2001 and 2002 consolidated balance sheets of Holdings, which are included in Holdings Annual Report on Form 10-K for the year ended December 31, 2002, a copy of which is filed as Exhibit 99 to this Annual Report. 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, 2001 and 2002.



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 reporting 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.



3



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



Not applicable



|Item |  | 14. Controls and Procedures
|---- |  | ---------------------------



As the Company has no employees, only minimal assets and conducts no operations, it has 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 the nature of the
Company. 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 IV



Item 15. 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                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                              
|Unaudited Balance Sheets                                                                                                                                                                                                                                                      
|Notes to Unaudited Balance Sheets                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                              
|The accounts of the Company are included in December 31, 2001 and 2002 consolidated balance sheets of
Holdings, which are included in Holdings Annual Report on Form 10-K for the year ended December 31, 2002, 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. Certifications                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                              
|4. Exhibits                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                              
|Incorporated herein by reference is a list of Exhibits contained in the Exhibit Index on Page 8 of this
Annual Report.                                                                                                                                                        
|                                                                                                                                                                                                                                                                              
|(b) Reports on Form 8-K:                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                              
|None                                                                                                                                                                                                                                                                          



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SIGNATURES



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 HOLDINGS FINANCIAL
CORPORATION(Registrant)By:

/s/    J.A. CARDWELL,
SR.J.A. Cardwell, Sr.President and Director(On behalf of Registrant and as
RegistrantsPrincipal Executive Officer)




Date: March 27, 2003



Pursuant to
the requirements of the Securities Exchange 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.



|Signature                                             |  | Title                                                                |  | Date          
|----------------------------------------------------- |  | -------------------------------------------------------------------- |  | --------------
|                                                     
|/s/    J.A. CARDWELL,
SR.(J.A.
Cardwell, Sr.)         |  | President and Director (Principal Executive Officer)                 |  | March 27, 2003
|                                                     
|/s/    EDWARD
ESCUDERO(Edward Escudero)               |  | Treasurer (Principal Financial Officer and Chief Accounting Officer) |  | March 27, 2003
|                                                     
|/s/    JAMES A. CARDWELL,
JR.(James A. Cardwell, Jr.) |  | Director                                                             |  | March 27, 2003
|                                                     
|/s/    JOSEPH R.
BERKEL(Joseph R. Berkel)             |  | Director                                                             |  | March 27, 2003
|                                                     
|/s/    EDDIE H.
BRAILSFORD(Eddie H. Brailsford)       |  | Director                                                             |  | March 27, 2003
|                                                     
|/s/    JAMES F.
MUSCHALIK(James F. Muschalik)         |  | Director                                                             |  | March 27, 2003
|                                                     
|/s/    BJORN
AHLSTROM(Bjorn Ahlstrom)                 |  | Director                                                             |  | March 27, 2003
|                                                     
|/s/    LARRY J.
ZINE(Larry J. Zine)                   |  | Director                                                             |  | March 27, 2003



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Certifications



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



1. I have reviewed this annual report on Form 10-K of Petro Holdings Financial Corporation;



2. Based on my knowledge, this annual 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 annual report;



3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 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 annual 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
annual report (the Evaluation Date); and



c)
presented in this annual 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 functions):



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 annual report whether 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: March 27, 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 annual report on Form 10-K of Petro Holdings Financial Corporation;



2. Based on my knowledge, this annual 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 annual report;



3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 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 annual 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
annual report (the Evaluation Date); and



c)
presented in this annual 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 functions):



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 annual report whether 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: March 27, 2003



|                          
|--------------------------
|/s/    EDWARD
ESCUDERO    
|(Edward Escudero)Treasurer



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EXHIBIT INDEX



|Exhibit No. |  | Exhibit Description                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|           
|3.1(a)      |  | Certificate of Incorporation.                                                                                                       
|           
|3.2(a)      |  | Bylaws.                                                                                                                             
|           
|99*         |  | Petro Stopping Centers Holdings, L.P.s Annual Report on Form 10-K for the year ended December 31, 2002, dated as
of March 27, 2003.

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|(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.
|- |  | ---------------



8