QUARTERLY REPORT PUSRSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

Commission File Number: 000-18668

MAIN STREET AND MAIN INCORPORATED

(Exact name of registrant as specified in its charter)

DELAWARE		11-2948370
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5050 N. 40TH STREET, SUITE 200, PHOENIX, ARIZONA 85018

(Address of principal executive offices) (Zip Code)

(602) 852-9000

(Registrant’s telephone number, including area code)

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 ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

Number of shares of common stock, $.001 par value, of registrant outstanding at August 11, 2003: 14,142,000

MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements - Main Street and Main Incorporated

		Condensed Consolidated Balance Sheets – June 30, 2003 (unaudited) and December 30, 2002

		Condensed Consolidated Statements of Operations – Three Months and Six Months Ended June 30, 2003 and July 1, 2002 (unaudited)

		Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2003 and July 1, 2002 (unaudited)

		Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Item 4.		Controls and Procedures

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings
Item 2.		Changes in Securities and Use of Proceeds
Item 3.		Defaults upon Senior Securities
Item 4.		Submission of Matters to a Vote of Security Holders
Item 5.		Other Information
Item 6.		Exhibits and Reports on Form 8-K

SIGNATURES

MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Par Value and Share Data)

	June 30, 2003			December 30, 2002
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,954		$	5,621
Accounts receivable, net	1,705			1,997
Inventories	2,742			2,832
Prepaid expenses	2,533			2,104
Total current assets	10,934			12,554
Property and equipment, net	71,396			71,265
Other assets, net	2,375			2,449
Goodwill, net	22,995			22,995
Franchise fees, net	3,088			3,132
Total assets	$	110,788		$	112,395

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	3,795		$	3,502
Accounts payable	5,500			8,073
Other accrued liabilities	16,344			16,007
Total current liabilities	25,639			27,582
Long-term debt, net of current portion	49,872			51,998
Other liabilities and deferred credits	3,509			3,205
Total liabilities	79,020			82,785

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $.001 par value, 2,000,000 shares authorized; no shares issued and outstanding in 2003 and 2002	—			—
Common stock, $.001 par value, 25,000,000 shares authorized; 14,142,000 shares issued and outstanding in 2003 and 2002	14			14
Additional paid-in capital	53,927			53,927
Accumulated deficit	(19,209		)	(21,827		)
Other comprehensive loss	(2,964		)	(2,504		)
Total stockholders’ equity	31,768			29,610
Total stockholders’ equity and liabilities	$	110,788		$	112,395

The accompanying notes are an integral part of these condensed consolidated financial statements.

MAIN STREET AND MAIN INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

	Three Months Ended
	(unaudited)
	June 30, 2003		July 1, 2002

Revenue	$	60,110	$	57,898

Restaurant operating expenses
Cost of sales	15,888		15,775
Payroll and benefits.	18,654		18,032
Depreciation and amortization	2,083		1,935
Other operating expenses	18,143		16,852
Total restaurant operating expenses	54,768		52,594

Income from restaurant operations	5,342		5,304

Depreciation and amortization of intangible assets	149		85
General and administrative expenses	2,224		2,378
Preopening expenses	358		440
New manager training expenses	69		90
Impairment charges and other	25		—

Operating income	2,517		2,311

Interest expense and other, net	971		770

Net income before income tax	1,546		1,541

Income tax expense	—		277

Net Income	$	1,546	$