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 September 30, 2003

Commission file number 333-87371-01

PETRO HOLDINGS FINANCIAL CORPORATION

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

Delaware

74-2922355

(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 September 30, 2003, the number of shares outstanding of the registrant’s only class of common stock was 2,500.

The registrant, Petro Holdings 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.

PART 1. Financial Information

Item 1.

Financial Statements

PETRO HOLDINGS FINANCIAL CORPORATION

UNAUDITED BALANCE SHEETS

	December 31, 2002		September 30, 2003
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 balance sheets.

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. 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 Holdings 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.

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 its senior credit facility and the issuance of additional debt by Petro Stopping Centers, L.P. 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 a report on Form 8-K on August 26, 2003 reporting on Other Events.

The Registrant filed a report on Form 8-K on September 24, 2003 reporting on Other Events.

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 HOLDINGS FINANCIAL CORPORATION
		(Registrant)

Date:	November 13, 2003	By:	/s/ J.A. Cardwell, Sr.

			J.A. Cardwell, Sr.
			President and Director
			(On behalf of Registrant and as Registrant’s
			Principal Executive Officer)

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’s Certification pursuant to Rule 13a-14(a) or 15d-14(a)

(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 on September 17, 1999.

*	Filed herewith

PETRO HOLDINGS FINANCIAL CORP 10-Q