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


                                SCHEDULE 13D
                  Under the Securities Exchange Act of 1934
                             (Amendment No. 2)*

                            Main St. & Main Inc.
--------------------------------------------------------------------------------
                              (Name of Issuer)

                                Common Stock
--------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                  560345308
--------------------------------------------------------------------------------
                               (CUSIP Number)

   George S. Sarlo, 750 Battery Street, 7th Floor, San Francisco, CA 94111
                               (415) 391-7225
--------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                November 5, 2001
--------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


Potential persons who are to respond to the solicitation of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.

SEC 1746 (10-97)



CUSIP NO. 560345308
-------------------------------------------------------------------------------
        1.        Names of Reporting Persons. George Sarlo
                  I.R.S. Identification Nos. of above persons (entities only).
                  564-54-3368
-------------------------------------------------------------------------------
        2.        Check the Appropriate Box if a Member of a Group (See
                  Instructions)
                  (a)  [X]
                  (b)
-------------------------------------------------------------------------------
        3.        SEC Use Only
-------------------------------------------------------------------------------
        4.        Source of Funds (See Instructions) PF, OO
-------------------------------------------------------------------------------
        5.        Check if Disclosure of Legal Proceedings Is Required Pursuant
                  to Items 2(d) or 2(e) [_]
-------------------------------------------------------------------------------
        6.        Citizenship or Place of Organization USA
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Number of         7.        Sole Voting Power 443,188
Shares Bene-    ---------------------------------------------------------------
ficially          8.        Shared Voting Power 86,501
Owned by Each   ---------------------------------------------------------------
Reporting         9.        Sole Dispositive Power 443,188
Person With     ---------------------------------------------------------------
                 10.        Shared Dispositive Power 86,501
-------------------------------------------------------------------------------
       11.        Aggregate Amount Beneficially Owned by Each Reporting Person
                  529,189
-------------------------------------------------------------------------------
       12.        Check if the Aggregate Amount in Row (11) Excludes Certain
                  Shares (See Instructions) [_]
-------------------------------------------------------------------------------
       13.        Percent of Class Represented by Amount in Row (11) 3.75%
-------------------------------------------------------------------------------
       14.        Type of Reporting Person (See Instructions)
                  IN
-------------------------------------------------------------------------------

Instructions For Cover Page

(1)  Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
     full legal name of each person for whom the report is filed - i.e., each
     person required to sign the schedule itself - including each member of a
     group.  Do not include the name of a person required to be identified in
     the report but who is not a reporting person.  Reporting persons that are
     entities are also requested to furnish their I.R.S. identification numbers,
     although disclosure of such numbers is voluntary, not mandatory (see
     "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).

(2)  If any of the shares beneficially owned by a reporting person are held as a
     member of a group and such membership is expressly affirmed, please check
     row 2(a).  If the membership in a group is disclaimed or the reporting
     person describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless a joint filing pursuant
     to Rule 13d-1(f)(1) in which case it may not be necessary to check row
     2(b)].

(3)  The 3rd row is for SEC internal use; please leave blank.

                                       2



(4)  Classify the source of funds or other consideration used or to be used in
     making purchases as required to be disclosed pursuant to Item 3 of Schedule
     13D and insert the appropriate symbol (or symbols if more than one is
     necessary in row (4)):


     Category of Source                                                Symbol
                                                                     
          Subject Company (Company whose securities are being acquired)  SC
          Bank                                                           BK
          Affiliate (of reporting person)                                AF
          Working Capital (of reporting person)                          WC
          Personal Funds (of reporting person)                           PF
          Other                                                          OO


(5)  If disclosure of legal proceedings or actions is required pursuant to
     either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.

(6)  Citizenship or Place of Organization -- Furnish citizenship if the named
     reporting person is a natural person.  Otherwise, furnish place of
     organization. (See Item 2 of Schedule 13D.)

(7)-(11), (13) Aggregate Amount Beneficially Owned by Each Reporting Person,
     etc. -- Rows (7) through (11) inclusive, and (13) are to be completed in
     accordance with the provisions of Item 5 of Schedule 13D.  All percentages
     are to be rounded off to nearest tenth (one place after decimal point).

(12) Check if the aggregate amount reported as beneficially owned in row (11)
     does not include shares which the reporting person discloses in the report
     but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4
     [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.

(14) Type of Reporting Person -- Please classify each "reporting person"
     according to the following breakdown and place the appropriate symbol (or
     symbols, i.e., if more than one is applicable, insert all applicable
     symbols) on the form:


     Category                                                          Symbol
                                                                    
          Broker-Dealer                                                  BD
          Bank                                                           BK
          Insurance Company                                              IC
          Investment Company                                             IV
          Investment Adviser                                             IA
          Employee Benefit Plan, Pension Fund, or Endowment Fund         EP
          Parent Holding Company                                         HC
          Corporation                                                    CO
          Partnership                                                    PN
          Individual                                                     IN
          Other                                                          OO


Notes:

   Attach as many copies of the second part of the cover page as are needed, one
   reporting person per page.

   Filing persons may, in order to avoid unnecessary duplication, answer items
   on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references
   to an item or items on the cover page(s).  This approach may only be used
   where the cover page item or items provide all the disclosure required by the
   schedule item.  Moreover, such a use of a cover page item will result in the
   item becoming a part of the schedule and accordingly being considered as
   "filed" for purposes of Section 18 of the Securities Exchange Act or
   otherwise subject to the liabilities of that section of the Act.

   Reporting persons may comply with their cover page filing requirements by
   filing either completed copies of the blank forms available from the
   Commission, printed or typed facsimiles, or computer printed facsimiles,
   provided the documents filed have identical formats to the forms prescribed
   in the Commission's regulations and meet existing Securities Exchange Act
   rules as to such matters as clarity and size (Securities Exchange Act Rule
   12b-12).

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D

                                       3



     Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain issuers.

     Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.

     Because of the public nature of the information, the Commission can utilize
it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statements or provisions.  I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

     Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.

                              General Instructions

A.   The item numbers and captions of the items shall be included but the text
     of the items is to be omitted.  The answers to the items shall be so
     prepared as to indicate clearly the coverage of the items without referring
     to the text of the items. Answer every item.  If an item is inapplicable or
     the answer is in the negative, so state.

B.   Information contained in exhibits to the statements may be incorporated by
     reference in answer or partial answer to any item or sub-item of the
     statement unless it would render such answer misleading, incomplete,
     unclear or confusing.  Material incorporated by reference shall be clearly
     identified in the reference by page, paragraph, caption or otherwise.  An
     express statement that the specified matter is incorporated by reference
     shall be made at the particular place in the statement where the
     information is required.  A copy of any information or a copy of the
     pertinent pages of a document containing such information which is
     incorporated by reference shall be submitted with this statement as an
     exhibit and shall be deemed to be filed with the Commission for all
     purposes of the Act.

C.   If the statement is filed by a general or limited partnership, syndicate,
     or other group, the information called for by Items 2-6, inclusive, shall
     be given with respect to (i) each partner of such general partnership; (ii)
     each partner who is denominated as a general partner or who functions as a
     general partner of such limited partnership; (iii) each member of such
     syndicate or group; and (iv) each person controlling such partner or
     member.  If the statement is filed by a corporation or if a person referred
     to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the
     information called for by the above mentioned items shall be given with
     respect to (a) each executive officer and director of such corporation; (b)
     each person controlling such corporation; and (c) each executive officer
     and director of any corporation or other person ultimately in control of
     such corporation.

Item 1. Security and Issuer

     State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.

Item 2. Identity and Background

     If the person filing this statement or any person enumerated in Instruction
C of this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal business,
the address of its principal office and the information required by (d) and (e)
of this Item.  If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).

(a)  Name;

(b)  Residence or business address;

(c)  Present principal occupation or employment and the name, principal business
     and address of any corporation or other organization in which such
     employment is conducted;

                                       4



(d)  Whether or not, during the last five years, such person has been convicted
     in a criminal proceeding (excluding traffic violations or similar
     misdemeanors) and, if so, give the dates, nature of conviction, name and
     location of court, and penalty imposed, or other disposition of the case;

(e)  Whether or not, during the last five years, such person was a party to a
     civil proceeding of a judicial or administrative body of competent
     jurisdiction and as a result of such proceeding was or is subject to a
     judgment, decree or final order enjoining future violations of, or
     prohibiting or mandating activities subject to, federal or state securities
     laws or finding any violation with respect to such laws; and, if so,
     identify and describe such proceedings and summarize the terms of such
     judgment, decree or final order; and

(f)  Citizenship.

Item 3. Source and Amount of Funds or Other Consideration

     State the source and the amount of funds or other consideration used or to
be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto.  Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation.  If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission.  If the securities were acquired
other than by purchase, describe the method of acquisition.

Item 4. Purpose of Transaction

     State the purpose or purposes of the acquisition of securities of the
issuer.  Describe any plans or proposals which the reporting persons may have
which relate to or would result in:

(a)  The acquisition by any person of additional securities of the issuer, or
     the disposition of securities of the issuer;

(b)  An extraordinary corporate transaction, such as a merger, reorganization or
     liquidation, involving the issuer or any of its subsidiaries;

(c)  A sale or transfer of a material amount of assets of the issuer or any of
     its subsidiaries;

(d)  Any change in the present board of directors or management of the issuer,
     including any plans or proposals to change the number or term of directors
     or to fill any existing vacancies on the board;

(e)  Any material change in the present capitalization or dividend policy of the
     issuer;

(f)  Any other material change in the issuer's business or corporate structure
     including but not limited to, if the issuer is a registered closed-end
     investment company, any plans or proposals to make any changes in its
     investment policy for which a vote is required by section 13 of the
     Investment Company Act of 1940;

(g)  Changes in the issuer's charter, bylaws or instruments corresponding
     thereto or other actions which may impede the acquisition of control of the
     issuer by any person;

(h)  Causing a class of securities of the issuer to be delisted from a national
     securities exchange or to cease to be authorized to be quoted in an inter-
     dealer quotation system of a registered national securities association;

(i)  A class of equity securities of the issuer becoming eligible for
     termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)  Any action similar to any of those enumerated above.

Item  5. Interest in Securities of the Issuer

(a)  State the aggregate number and percentage of the class of securities
     identified pursuant to Item 1 (which may be based on the number of
     securities outstanding as contained in the most recently available filing
     with the Commission by the issuer unless the filing person has reason to
     believe such information is not current) beneficially owned (identifying
     those shares which there is a right to acquire) by each person named in
     Item 2. The above mentioned information should also be

                                       5



     furnished with respect to persons who, together with any of the persons
     named in Item 2, comprise a group within the meaning of Section 13(d)(3) of
     the Act;

(b)  For each person named in response to paragraph (a), indicate the number of
     shares as to which there is sole power to vote or to direct the vote,
     shared power to vote or to direct the vote, sole power to dispose or to
     direct the disposition, or shared power to dispose or to direct the
     disposition.  Provide the applicable information required by Item 2 with
     respect to each person with whom the power to vote or to direct the vote or
     to dispose or direct the disposition is shared;

(c)  Describe any transactions in the class of securities reported on that were
     effected during the past sixty days or since the most recent filing on
     Schedule 13D ((S)240.13d-191), whichever is less, by the persons named in
     response to paragraph (a).

     Instruction.  The description of a transaction required by Item 5(c) shall
                   include, but not necessarily be limited to: (1) the identity
                   of the person covered by Item 5(c) who effected the
                   transaction; (2) the date of the transaction; (3) the amount
                   of securities involved; (4) the price per share or unit; and
                   (5) where and how the transaction was effected.

(d)  If any other person is known to have the right to receive or the power to
     direct the receipt of dividends from, or the proceeds from the sale of,
     such securities, a statement to that effect should be included in response
     to this item and, if such interest relates to more than five percent of the
     class, such person should be identified.  A listing of the shareholders of
     an investment company registered under the Investment Company Act of 1940
     or the beneficiaries of an employee benefit plan, pension fund or endowment
     fund is not required.

(e)  If applicable, state the date on which the reporting person ceased to be
     the beneficial owner of more than five percent of the class of securities.

     Instruction.  For computations regarding securities which represent a right
                   to acquire an underlying security, see Rule 13d-3(d)(1) and
                   the note thereto.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

     Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into.  Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.

Item 7. Material to Be Filed as Exhibits

     The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule 13d-
l(f) ((S)240.13d-l(f)) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.

                                       6



Signature

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

March 20, 2002
--------------------------------------------------------------------------------
Date

/s/ GEORGE S. SARLO
--------------------------------------------------------------------------------
Signature

George S. Sarlo
--------------------------------------------------------------------------------
Name/Title

     The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

 Attention: Intentional misstatements or omissions of fact constitute Federal
                   criminal violations (See 18 U.S.C. 1001)

                                       7