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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark one)

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Or

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number     333-74817    

MAIN PLACE FUNDING, LLC

(Exact name of registrant as specified in its charter)

9 W 57^th Street New York, NY 10019

(Address of principal executive offices) (Zip Code)

(212) 583-8078

(Registrant’s telephone number, including area code)

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

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

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 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. 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

As of June 30, 2003, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $0.

On March 30, 2004, there were no shares of common stock outstanding. As of March 30, 2004, Bank of America, N.A. holds 100 percent membership interest in Main Place.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION

I (1) (a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY GENERAL INSTRUCTION I (2) OF THE FORM 10-K.

Documents Incorporated by reference: None

PART I

Item 1. BUSINESS

General

Main Place Funding, LLC (“Main Place” or “the Company”), a Delaware limited liability company, is a subsidiary of Bank of America, N.A. (the “Parent”), which is a wholly owned indirect subsidiary of Bank of America Corporation (the “Corporation”). On April 28, 1999, BankAmerica Corporation changed its name to Bank of America Corporation. On July 5, 1999, NationsBank, N.A. changed its name to Bank of America, N.A. On July 23, 1999, Bank of America, N.A. merged into Bank of America NT&SA, and the surviving entity of that merger changed its name to Bank of America, N.A.

Main Place is the successor by merger of Main Place Real Estate Investment Trust (“MPREIT”) with and into Main Place. MPREIT was established on October 29, 1996 as a Maryland real estate investment trust to consolidate the acquisition, holding and management of certain closed-end residential mortgage loans owned by certain affiliates of the Corporation. MPREIT was the successor by merger of Main Place Funding Corporation (“MPFC”) with and into MPREIT on November 1, 1996. On October 15, 1998, Main Place Holdings Corporation, the former parent of MPREIT, merged with and into Main Place, and on December 23, 1998, MPREIT merged with and into Main Place, its parent company.

As a result of the December 23, 1998 merger, the Parent held a 99 percent membership interest in Main Place. Main Place Trust, a Delaware business trust, held the other 1 percent membership interest. In connection with the merger of MPREIT with and into Main Place, all outstanding MPREIT Class A Trust Shares were cancelled. All outstanding MPREIT Class B Trust Shares were converted into rights to receive cash. In connection with the merger with MPREIT, Main Place assumed MPREIT’s obligations under the Series 1995-2 and Series 1997-1 mortgage-backed bonds. On August 15, 2002, Main Place Trust was liquidated into the Parent. Currently the Parent holds a 100 percent membership interest in Main Place.

On October 21, 2002, Main Place adopted an Amended and Restated Limited Liability Company Agreement which removed certain restrictions on the business activities of Main Place permitting it to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware. As a result, Main Place entered into the business of providing financial warranty agreements in favor of third parties for a fee.

Financial Warranty Agreements

As of December 31, 2003, Main Place had four financial warranty agreements with third-party trusts. These trusts are open-ended diversified, registered investment companies. Under the terms of these warranty agreements, Main Place provides financial warranties in order to ensure that the trusts are able to redeem all of the outstanding shares of specified series on the warranty maturity dates for an amount at least equal to an aggregate protected amount. For each warranty agreement entered into by Main Place with a third party trust, Main Place has also entered into a corresponding financial warranty agreement with the Parent. Under the terms of these agreements, the Parent provides financial warranties in favor of Main Place corresponding to Main Place’s obligations under the financial warranties with the third party trusts.

Main Place’s financial warranties are structured to include investment constraints and certain pre-defined triggers that would require the underlying assets or portfolio of the relevant trust to be liquidated and invested in zero-coupon bonds and/or corporate bonds that mature at a preset future date. Main Place is required to fund any shortfall at the preset future date between the value of the trust’s assets and a preset amount. These financial warranties are recorded as derivatives on the balance sheet and marked to market in the statement of income. As of December 31, 2003, the aggregate net asset value of outstanding shares subject to these financial warranties with third party trusts totaled $685.8 million. Main Place has never made a payment to fund any shortfall amount under these products and management believes that the probability of such a payment under these financial warranties is remote.

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Pioneer Principal Protection Trust Agreement

On October 29, 2002, Main Place entered into a financial warranty agreement with Pioneer Principal Protection Trust on behalf of its series Pioneer Protected Principal Plus Fund and Pioneer Investment Management, Inc. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty to the trust in the amount of up to $180.3 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is January 8, 2010.

On December 20, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $180.3 million, corresponding to Main Place’s obligations under the financial warranty in favor of Pioneer Principal Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund.

Merrill Lynch Principal Protected Trust Agreements

On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill Lynch Investment Managers, L.P. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $265.9 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $265.9 million, corresponding to Main Place’s obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund.

On November 1, 2002, Main Place entered into a second financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund and Fund Asset Management, L.P. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $335.8 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Place’s obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund.

Oppenheimer Principal Protected Trust II Agreement and Related Termination

On October 31, 2003, Main Place entered into a financial warranty agreement with Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc. The trust is an open-ended diversified investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place committed to provide, upon completion of the Fund’s offering period on February 4^th, 2004, a financial warranty in the amount of up to $500 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date as defined in the financial warranty agreement, for an amount equal to the aggregate protected amount.

On October 31, 2003, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $500 million, corresponding to Main Place’s obligations under the financial warranty in favor of Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II.

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On January 20, 2004, a termination agreement was entered into among Main Place, the Parent, OppenheimerFunds, Inc and Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II. Under the terms of the termination agreement, Main Place is no longer committed to provide the financial warranty discussed above. No warranty was issued under the financial warranty agreement, as the Fund’s offering period had not been completed prior to termination. On January 20, 2004, a termination agreement was entered into among Main Place and the Parent. Under the terms of this termination agreement, the Parent is no longer committed to provide the financial warranty discussed above. Consistent with Main Place’s warranty with Oppenheimer Principal Protected Trust II, no warranty was issued under the financial warranty agreement.

Item 2. PROPERTIES

Main Place does not own or lease any physical property.

Item 3. LEGAL PROCEEDINGS

Main Place has no material legal actions or proceedings pending against it.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Item 5. MARKET FOR THE REGISTRANTS’ COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

All of Main Place’s membership interests are owned by the Parent, and as a result there is no established public trading market for the stock. Main Place may from time to time make distributions to the Parent. Main Place distributed $1.1 billion in assets and $7.5 billion in cash and cash equivalents to the Parent in 2002 and 2003, respectively. There are no limitations on Main Place’s ability to make distributions to Parent contained in its Amended and Restated Limited Liability Company Agreement, the financial warranty agreements, any forms of indebtedness or guarantees, or other agreements.

Main Place does not have any equity compensation plans under which its equity securities are issued. Main Place did not issue any equity securities during 2003.

Item 6. SELECTED FINANCIAL DATA

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

PART II

Main Place’s primary business activity through 2002 was the issuance and sale of mortgage-backed bonds and the acquisition, ownership, holding and pledging of related mortgage notes and other assets serving as collateral in connection therewith. On October 21, 2002, Main Place amended its Limited Liability Company Agreement, which allowed it to enter into financial warranty agreements in favor of third parties and with the Parent during the fourth quarter of 2002. In December 2002, Main Place distributed available-for-sale securities and mortgage loans to the Parent. Main Place’s primary business activity in 2003 and beyond is presently expected to be entering into financial warranty agreements in favor of third parties for a fee. Due to the change in business activities and the distribution of assets to the Parent in 2002, the results in 2002 and 2001 are not indicative of future results of Main Place, which are expected to reflect only trading account activity from the issuance of financial warranties.

The financial condition and results of operations for 2001 reflect Main Place’s operations in its prior line of business for an entire fiscal year. The financial condition and results of operations for 2002 reflect Main Place’s operations in its prior line of business for approximately ten months and in its current line of business for approximately two months.

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However, the financial condition and results of operations for 2003 reflect Main Place’s operations in its current line of business for the entire fiscal year. Accordingly, the following discussion of Main Place’s financial condition and results of operation for 2001, 2002 and 2003 is not comparable and should not be unduly relied upon as an indicator of future performance.

2003 compared to 2002

Total net income was $57.4 million and $258.2 million for the years ended December 31, 2003 and 2002, respectively. The decrease primarily resulted from decreases in interest income, offset by decreases in interest expense and lower operating and tax expenses. The decrease in interest income and decrease in interest expense is due to the change in Main Place’s primary business operations and contributed to a corresponding decrease in tax expense.

Total income for the year ended December 31, 2003 was approximately $90.0 million, representing a decrease of $342.8 million compared to 2002. The decrease includes a decline in interest and fees on loans from $174.7 million for the year ended December 31, 2002 to $0 for the year ended December 31, 2003 due to the distribution of the remaining loan portfolio to the Parent on December 20, 2002 in connection with Main Place’s change in business operations. Interest on time deposits placed also declined $124.2 million due mainly to the distribution of $7.5 billion of time deposits to the Parent as a return of capital. Income for 2003 also includes $297 thousand in trading losses and fees related to the financial warranty agreements.

Total expenses (excluding income taxes) for the year ended December 31, 2003 were $282 thousand, representing a decrease of $29.0 million compared to 2002. The decrease primarily relates to a decline in interest expense on long-term debt of $16.1 million, due to Main Place’s repayment of its remaining debt obligation in May 2002.

2002 compared to 2001

Total net income was $258.2 million and $505.5 million for the years ended December 31, 2002 and 2001, respectively. The decrease primarily resulted from decreases in interest income, partially offset by decreases in interest expense on long-term debt and reduced funding costs associated with repurchase agreements. Income tax expense was $145.3 million for the year ended December 31, 2002. Income tax expense for the year ended December 31, 2001 was $303.3 million.

Liquidity & Capital Resources

Main Place’s primary source of liquidity is its cash and cash equivalents on hand and interests income thereon. At December 31, 2003, Main Place had approximately $6.9 billion in cash and cash equivalents, which were held as time deposits with the Parent. Main Place holds cash primarily to fund its obligations under its financial warranty agreements, if necessary, and for ongoing operating expense. At December 31, 2003, Main Place’s maximum obligation under the financial warranties was $685.8 million. Main Place has never made a payment to fund any shortfall amount under these products and management believes that the probability of such a payment under these financial warranties is remote.

On February 28, 2003, Main Place made a cash distribution of $7.5 billion to the Parent as a distribution of capital. Main Place may from time to time distribute additional cash or assets to the Parent. There are no limitations on Main Place’s ability to make such distributions.

Critical Accounting Estimates and Principles

Main Place’s significant accounting principles are described in Note 2 of the financial statements and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. Some of Main Place’s accounting principles require significant judgment to estimate values of either assets or liabilities. In addition, certain accounting principles require significant judgment in applying the accounting principles to individual transactions to determine the most appropriate treatment. We have established procedures and processes to facilitate making the judgments necessary to prepare financial statements.

The following is a summary of the more judgmental and critical accounting estimates and principles. In each area, we have identified the variables most important in the estimation process. Management has used the best information

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available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuations and impact net income.

Derivative Assets and Liabilities

Main Place engages in trading-related and derivative activities. The management process related to the derivative positions is discussed in detail in the Quantitative and Qualitative Disclosures About Market Risk section in Item 7A. Derivative positions are recorded on the balance sheet at fair value. Valuations for derivative assets and liabilities not traded on an exchange, or over the counter, are obtained using mathematical models that require inputs of external rates and prices to generate a continuous yield or pricing curves used to value the positions. Pricing risk is greater for positions with either option-based or longer-dated attributes where inputs are not readily available and model-based extrapolations of rate and price scenarios are used to generate valuations. In these situations, this risk is mitigated through the use of valuation adjustments.

Income Taxes

Main Place estimates tax expense based on the amount it expects to owe various tax authorities as part of a tax allocation agreement with the Corporation. Taxes are discussed in more detail in Note 8 of the financial statements. Accrued taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued taxes, Main Place assesses the relative merits and risks of the appropriate tax treatment of transactions taking into account statutory, judicial and regulatory guidance in the context of its tax position.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Management

Trading profits and fees represent the amount earned from derivative positions. Derivative positions are marked to market and are recorded based on management’s assessment of market value using market indicators and mathematical models. Trading profits and fees can be volatile and are largely driven by general market conditions and customer demand. Profit is dependent on the volume and type of transactions, the level of risk assumed, and the volatility of price and rate movements at any given time within the ever-changing market environment.

Main Place has hedged the market risk on the financial warranties by entering into mirror warranties with the Parent. Main Place has determined that the fair value of these derivatives is best modeled as the present value of the fees less expected pay out on the warranties.

There are numerous assumptions and estimates associated with modeling, and actual results could differ. In addition to the regular review of our assumptions, we mitigate these uncertainties through close monitoring and by examining and updating assumptions on an ongoing basis. If the results of our analysis indicate higher than expected levels of risk, proactive measures are taken to adjust risk levels.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required are listed in the Index to Financial Statements and are incorporated herein by reference.

There were no changes in or disagreements with accountants on accounting and financial disclosures.

Item 9A. CONTROLS AND PROCEDURES

Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934, Main Place carried out an evaluation, with the participation of Main Place’s management, including Main Place’s President and Principal Financial and Accounting Officer, of the effectiveness of Main Place’s disclosure controls and procedures (as defined under Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that

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evaluation, Main Place’s President and Principal Financial and Accounting Officer, concluded that Main Place’s disclosure controls and procedures are effective in timely alerting them to material information relating to Main Place required to be included in Main Place’s periodic SEC filings. There has been no change in Main Place’s internal control over financial reporting during the quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, Main Place’s internal control over financial reporting.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Item 11. EXECUTIVE COMPENSATION

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted in accordance with General Instruction I (2) (c) to Form 10-K.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the fiscal year ended December 31, 2003, the Company engaged PricewaterhouseCoopers LLP, as independent auditors principally to perform the annual audit and to render other services. The following table lists fees paid to PricewaterhouseCoopers LLP, for services rendered in fiscal years 2002 and 2003. Certain amounts for fiscal year 2002 have been reclassified to conform to the fiscal year 2003 presentation.

Audit fees include fees for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of Main Place’s financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, such as procedures related to audit of income tax provisions and related reserves, consents and assistance with and review of documents filed with the Securities and Exchange Commission (SEC).

There were no Audit related or Tax related services rendered to Main Place in 2003 or 2002.

Main Place’s management, including Main Place’s president and principal financial and accounting officer, has adopted procedures for pre-approving certain audit and non-audit services provided by the independent auditor. These procedures include reviewing a budget certain for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. Approval from Main Place’s management is required to exceed the budget amount for a particular category of non-audit services and to engage the independent auditor for any non-audit services not included in the budget. For both types of pre-approval, Main Place’s management considers whether such services are consistent with the SEC’s rules on auditor independence. Main Place’s management also

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considers whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile, and whether the services enhance the Company’s ability to manage or control risks and improve audit quality.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

a. The financial statements listed in the Index to Financial Statements are filed as part of this report.

b. No filings were made on Form 8-K during the last quarter of the year ended December 31, 2003.

c. The exhibits filed as part of this report are listed in the Index to Exhibits.

Supplementary Information to be Furnished With Reports filed Pursuant to

Section 15(d) of the Act by Registrants Which Have Not Registered

Securities Pursuant to Section 12 of the Act.

No annual report or proxy materials have been sent to security holders during the fiscal year ended December 31, 2003. No annual report or proxy materials will be sent to security holders subsequent to the filing of this annual report on Form 10-K.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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MAIN PLACE FUNDING, LLC

INDEX TO FINANCIAL STATEMENTS

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Report of Independent Auditors

To the Member of Main Place Funding, LLC:

In our opinion, the accompanying balance sheets and the related statements of income, of changes in member’s equity and of cash flows present fairly, in all material respects, the financial position of Main Place Funding, LLC (the “Company”) at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

March 30, 2004

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Main Place Funding, LLC

Statement of Income

(Dollars in Thousands)

See accompanying notes to financial statements.

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Main Place Funding, LLC

Balance Sheet

(Dollars in Thousands)

See accompanying notes to financial statements.

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Main Place Funding, LLC

Statement of Cash Flows

(Dollars in Thousands)