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                                                           SEC FILE NUMBER
                                                              000-18668
                                                    ----------------------------
                                                            CUSIP NUMBER
                                                             560345100
                                                    ----------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K   [ ] Form 20-F   [ ] Form 10-Q   [ ] Form N-SAR

              For Period Ended: 12/30/02
                                ---------------------------------
              [ ] Transition Report on Form 10-K
              [ ] Transition Report on Form 20-F
              [ ] Transition Report on Form 11-K
              [ ] Transition Report on Form 10-Q
              [ ] Transition Report on Form N-SAR

              For the Transition Period Ended:
                                              -------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:
ITEMS 10, 11, 12, AND 13
--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

MAIN STREET AND MAIN INCORPORATED
--------------------------------------------------------------------------------
Full Name of Registrant


--------------------------------------------------------------------------------
Former Name if Applicable

5050 N. 40TH STREET, SUITE 200
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

PHOENIX, ARIZONA 85018
--------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      |   (a)  The reasons  described in  reasonable  detail in Part III of this
      |        form  could  not be  eliminated  without  unreasonable  effort or
      |        expense;
      |   (b)  The subject annual report,  semi-annual report, transition report
      |        on Form 10-K, Form 20-F,  11-K,  Form N-SAR, or portion  thereof,
[X]   |        will be filed on or before the  fifteenth  calendar day following
      |        the  prescribed  due date;  or the  subject  quarterly  report or
      |        transition  report on Form 10-Q, or portion thereof will be filed
      |        on or before the fifth  calendar day following the prescribed due
      |        date; and
      |   (c)  The  accountant's  statement  or other  exhibit  required by Rule
      |        12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why the forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or
the  transition  report  or  portion  thereof,  could  not be filed  within  the
prescribed time period.

The  Registrant  filed its Annual  Report on Form 10-K for the fiscal year ended
December 30, 2002 on March 31, 2003 and  incorporated by reference Items 10, 11,
12, and 13 of Part III of Form 10-K from a definitive  proxy  statement that the
Registrant  intended  to file on or  prior  to  April  30,  2003.  However,  the
Registrant  has been unable to complete  all work  necessary  to timely file the
proxy statement  containing those Items. For the same reason, the Registrant has
been unable to timely file the required  amendment  to the Form 10-K  containing
those Items without unreasonable effort or expense.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

                MICHAEL J. HERRON                 (602)           852-9000
     --------------------------------------   -------------  ------------------
                      (Name)                   (Area Code)   (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).                                          [X] YES [ ] NO

     ---------------------------------------------------------------------------

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
                                                                  [ ] YES [X] NO

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

================================================================================

                        MAIN STREET AND MAIN INCORPORATED
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date: APRIL 30, 2003                      By: /s/ MICHAEL J. HERRON
      -----------------------                 ----------------------------------
                                              NAME: MICHAEL J. HERRON
                                              TITLE: GENERAL COUNSEL & SECRETARY