U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

         (Check One):      [ ]  Form 10-K and Form 10-KSB    [  ] Form 11-K
[  ] Form 20-F    [X] Form 10-Q and Form 10-QSB    [  ] Form N-SAR

         For Period ended           July 1, 1996
                         -------------------------------------------------

[ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form
20-F [ ] Transition  Report on Form 11-K [ ] Transition  Report on Form 10-Q and
Form 10-QSB [ ] Transition Report on Form N-SAR

         For the transition period ended

         Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I

                             REGISTRANT INFORMATION

         Full name of registrant    Main Street and Main Incorporated
                                ------------------------------------------

         Former name if applicable 
                                   ---------------------------------------

         Address of principal executive office (Street and Number)

          5050 N. 40th Street, Suite 200
         -----------------------------------------------------------------
         City, State and Zip Code   Phoenix, Arizona  85018
                                 -----------------------------------------

                                     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 appropriate box)

         [X] (a) The reasons  described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;

         [X] (b) The  subject  annual  report,  semi-annual  report,  transition
report on Forms 10-K, 10-KSB,  20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the  prescribed  due date;
or the subject  quarterly report or transition  report on Form 10-Q,  10-QSB, 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

         As a result of certain  events that took place during the quarter ended
July 1, 1996, as well as the recent election of a new Chairman of the Board, the
Company is reviewing  all aspects of its business to determine  the  appropriate
accounting treatment for certain of its assets as of July 1, 1996.  Accordingly,
the  Company's  Form 10-Q for the quarter  ended July 1, 1996,  can not be filed
within the prescribed time period without unreasonable effort or expense.

                                     PART IV

                                OTHER INFORMATION

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

          Mark C. Walker             (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 the 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  statements  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 thereunto duly authorized.



Date          August 15, 1996                    By  /s/ Mark C. Walker
     --------------------------------------          --------------------
                                                         Mark C. Walker
                                                         Vice President-Finance