UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal quarter ended April 30, 2007

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 000-06649

JILCO INDUSTRIES, INC.

(Exact name of Small Business Issuer as specified in its charter)

California	95-2075885
(State of incorporation)	(I.R.S. employer identification no.)
P. O. Box 10539 Beverly Hills, CA	90213
(Address of principal executive offices)	(Zip code)

310-274-1986

(Registrant’s telephone number, including area code)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

On April 30, 2007 there were 449,991 shares outstanding of the issuer’s common stock.

Transitional Small Business Disclosure Format (check one):    Yes  ¨    No  x

JILCO INDUSTRIES, INC.

INDEX TO FORM 10-QSB

		Page Number
Part I.	Financial Information
Item 1.	Financial Statements	1
	Balance Sheets as of April 30, 2007 (unaudited) and July 31, 2006 (unaudited)	1
	Statements of Loss for the three months and nine months ended April 30, 2007 and April 30, 2006 (unaudited)	2
	Statements of Cash Flows for the three months and nine months ended April 30, 2007 and April 30, 2006 (unaudited)	3
	Notes to Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis or Plan of Operation	8
Item 3.	Controls and Procedures	9
Part II.	Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
Signatures		12

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

JILCO INDUSTRIES, INC.

BALANCE SHEETS

(UNAUDITED)

	April 30, 2007			July 31, 2006
ASSETS
CURRENT ASSETS
Cash	$	1,144		$	512
TOTAL CURENT ASSETS		1,144			512
TOTAL ASSETS	$	1,144		$	512
LIABILITIES & SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Other Accrued Payables		—			—
Interest payable	$	154,369		$	144,585
Note payable		76,000			76,000
Notes payable shareholder		85,166			57,166
TOTAL CURRENT LIABILITIES		315,535			277,751
SHAREHOLDERS’ EQUITY
Common stock, no par value 1,500,000 shares authorized 449,991 shares issued and outstanding		749,950			749,950
Accumulated deficit		(1,064,342	)		(1,027,189	)
TOTAL SHAREHOLDERS’ DEFICIT		(314,392	)		(277,239	)
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	1,144		$	512

See Notes to Financial Statements

- 1 -

JILCO INDUSTRIES, INC.

STATEMENTS OF LOSSES

(UNAUDITED)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2007			2006			2007			2006
EXPENSES
Fees and licenses	$	90		$	67		$	188		$	151
Interest expense		3,512			2,880			9,785			8,612
Professional Fees		2,110			—			19,066			—
Printing Fees		2,169			—			2,169			—
Shareholder Services		3,231			—			3,231			—
Sundry and other		444			150			1,914			150
TOTAL EXPENSES		11,556			3,097			36,352			8,913
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(11,556	)		(3,097	)		(36,352	)		(8,913	)
PROVISION FOR INCOME TAXES		—			—			800			16
NET INCOME (LOSS)	$	(11,556	)	$	(3,097	)	$	(37,152	)	$	(8,929	)
BASIC INCOME (LOSS) PER SHARE	$	(0.03	)	$	(0.01	)	$	(0.08	)	$	(0.02	)
DILUTED INCOME (LOSS) PER SHARE	$	(0.03	)	$	(0.01	)	$	(0.08	)	$	(0.02	)
WEIGHTED-AVERAGE SHARES OUTSTANDING		449,991			449,991			449,991			449,991

See Notes to Financial Statements

- 2 -

JILCO INDUSTRIES, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2007			2006			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(11,556	)	$	(3,097	)	$	(37,153	)	$	(8,929	)
Increase in accrued interest		3,512			2,880			9,785			8,612
Increase (decrease) in accrued expenses		—			0			0			(800	)
NET CASH USED IN OPERATING ACTIVITIES		(8,044	)		(217	)		(27,368	)		(1,117	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		6,000			0			28,000			1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		6,000			0			28,000			1,000
NET INCREASE (DECREASE) IN CASH		(2,044	)		(217	)		632			(117	)
CASH, BEGINNING OF PERIOD		3,188			771			512			671
CASH, END OF PERIOD	$	1,144		$	554		$	1,144		$	554
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
INTEREST PAID		—			—			—			—
INCOME TAXES PAID		—			—		$	800		$	800

See Notes to Financial Statements

- 3 -

JILCO INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2007

NOTE 1 – Description of the Business and Summary of Significant Accounting

Policies Description of the Business

Jilco Industries, Inc. (the “Company”) has been inactive since April 2, 1968 when it was discharged from bankruptcy under its previous name of Sportways, Inc. It has not engaged in any revenue generating activities since that time nor since the end of its last fiscal quarter ended January 31, 2007, as reflected in its last filing of its Form 10-QSB on February 21, 2007 for the fiscal quarter ended January 31, 2007. The expenses the Company has incurred since that time represent those necessary to keep the Company in good standing with the United States Securities and Exchange Commission and in its state of residence.

Significant Accounting Policies

Fair Value of Financial Instruments

For certain of the Company’s financial instruments including cash and other accrued expenses, the carrying amounts approximate fair value due to their short maturities. The amounts shown as notes payable also approximate fair value because current interest rates and terms offered to the Company for notes payable of similar maturities are substantially the same.

Cash and Cash Equivalents

For purpose of reporting cash flows, the Company includes cash on deposit, cash on hand, and financial instruments purchased with an original maturity of three months or less to be cash equivalents.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are

- 4 -

established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

Basis of Presentation

The financial statements of the Company have been prepared on the basis of the Company continuing as a going concern, which contemplates the realization of assets and the payment of liabilities in the ordinary course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company has suffered recurring losses and has a deficiency in net assets that raise substantial doubt about its ability to continue as a going concern. The Company’s continued existence is dependent upon its ability to raise additional capital. However, Affiliates of the Company have, for a number of years, and will continue during the next twelve months, to lend the Company all funds necessary for it to maintain its corporate and filing status.

The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. FIN 48 was effective for the Company beginning November 1, 2007. The Company has determined that this statement will have no effect on its financial statements.

In March 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 156, Accounting for Servicing of Financial Assets – An Amendment of FASB Statement No. 140 (SFAS 156), which requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under certain situations at fair value, if practicable, and permits the subsequent measurement of servicing assets and servicing liabilities at fair value. SFAS 156 was effective for the Company on November 1, 2006. The adoption of this statement has not had a material impact on its financial statements.

These and other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

- 5 -

NOTE 2 - LOSS PER SHARE

The Company calculates basic loss per share using the weighted-average number of shares outstanding for the period. Diluted loss per share includes both the weighted-average number of shares and any common share equivalents such as options or warrants in the calculation. As the Company had no common share equivalents outstanding during any periods presented, basic and diluted loss per share are the same.

NOTE 3 - NOTES PAYABLE TO SHAREHOLDER

There are three Notes Payable to a Shareholder at April 30, 2007 consisting of the following, all of which are in compliance with their terms:

9% Note - Revolving unsecured note payable, interest accrues at 9% per annum. Principal and accrued interest are due on demand.

10% Note - Revolving unsecured note payable, interest accrues at 10% per annum. Principal and accrued interest are due on demand.

11% Note - Revolving unsecured note payable, interest accrues at 11% per annum. Principal and accrued interest are due on demand.

SCHEDULE OF NOTES PAYABLE – SHAREHOLDER

AS OF APRIL 30, 2007

	9% Note		10% Note		11% Note
Ending Balance January 31, 2007	$	40,000	$	5,000	$	34,166
Funds Advanced during Fiscal Quarter Ending April 30, 2007		0		0		6,000
Ending Balance April 30, 2007	$	40,000	$	5,000	$	40,166

NOTE 4 - NOTE PAYABLE - AFFILIATE

There is one Note Payable that is unsecured and in favor of an affiliate of the controlling shareholder of the Company and principal is due on July 31, 2007. Interest accrues at 8% per annum and is payable on July 31, 2007. This note is currently in compliance with its terms.

SCHEDULE OF NOTE PAYABLE – AFFILIATE

AS OF APRIL 30, 2007

Ending Balance January 31, 2006	$	76,000
Funds Advanced during Fiscal Quarter Ending April 30, 2007		0
Ending Balance April 30, 2007	$	76,000

- 6 -

NOTE 5 - INCOME TAXES

For the years ended July 31, 2000–2006, the Company did not make a provision for income taxes due to the net losses incurred. At July 31 in each of those years the Company had net operating loss carryforwards for federal and state income tax purposes approximately as shown in the table below, that began to expire in 2000. The components of the Company’s deferred tax assets and liabilities for income taxes consisted of a deferred tax asset relating to the net operating loss carryforwards for such years as shown in the table below. The other components of the Company’s deferred tax assets and liabilities are immaterial. The Company has established a valuation allowance as shown in the table below for the years ended July 31, 2000–2006, to fully offset its deferred tax assets as the Company does not believe the recoverability of these deferred tax assets is more likely than not. The valuation allowance increased as shown in the table below during the years ended July 31, 2000–2006.

Annual Net Tax Losses Sustained and Applied and Deferred Recoverable Assets:

Tax Year	Loss Sustained		Loss Previously Applied		Loss Remaining		Valuation Allowance		Deferred Recoverable Tax Assets
July 31, 2000	$	14,846	$	0	$	14,846	$	14,846	$	0
July 31, 2001	$	463	$	0	$	463	$	463	$	0
July 31, 2002	$	2,482	$	0	$	2,482	$	2,482	$	0
July 31, 2003	$	965	$	0	$	965	$	965	$	0
July 31, 2004	$	720	$	0	$	720	$	720	$	0
July 31, 2005	$	1,919	$	0	$	1,919	$	1,919	$	0
July 31, 2006	$	1,157	$	0	$	1,157	$	1,157	$	0
TOTAL	$	22,552	$	0	$	22,552	$	22,552	$	0

NOTE 6 - CONTROLS AND PROCEDURES

As indicated in the certifications in Exhibits 31.1 and 32.1 of this Quarterly Report, the Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures as of April 30, 2007. Based on that evaluation, these officers have concluded that the Company’s disclosure controls and procedures are effective in ensuring that material information required to be in this quarterly report is made known to them on a timely basis. There were no changes since the Company’s last filed reports that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 7 -

Item 2. Management’s Discussion and Analysis or Plan of Operation.

Overview

Jilco Industries, Inc.’s (the “Company”) affiliates and a shareholder have for a number of years loaned, and will continue to lend to the Company during the foreseeable future, all funds necessary for it to maintain its corporate and filing status. The Statements of Cash Flows appearing in the financial statements of this Quarterly Report show funds lent to the Company during the fiscal quarters ending April 30, 2007 and April 30, 2006 as well as for the nine month periods ending April 30, 2007 and April 30, 2006.

Results of Operations

To date, the Company has not generated any revenues. It has focused its efforts on locating assets to recommence revenue-producing operations.

General and administrative expenses were $11,556 for the three-month period ended April 30, 2007, compared to $3,097 for the three-month period ended April 30, 2006, an increase of $8,459. This increase is primarily attributable to increases in professional fees, printing fees and shareholder services fees.

General and administrative expenses were $36,352 for the nine-month period ended April 30, 2007, compared to $8,913 for the nine-month period ended April 30, 2006, an increase of $27,439. This increase is primarily attributable to increases in professional fees, printing fees and shareholder services fees.

Interest expense was $3,512 for the three-month period ended April 30, 2007, compared to $2,880 for the three-month period ended April 30, 2006, an increase of $632. This increase is due to an increase in the balance of a note payable to a shareholder.

Interest expense was $9,785 for the nine-month period ended April 30, 2007, compared to $8,612 for the nine-month period ended April 30, 2006, an increase of $1,173. This increase is due to an increase in the balance of a note payable to a shareholder.

The Company had a net loss of $11,556 or $0.03 per share for the three-month period ended April 30, 2007, compared to a net loss of $3,097 or $0.01 per share for the three-month period ended April 30, 2006. It had a net loss of $37,152, or $0.08 per share for the nine-month period ended April 30, 2007, compared to a net loss of $8,929 or $0.02 per share for the nine-month period ended April 30, 2006. The Company expects to incur additional net losses in the fiscal year ending July 31, 2007, primarily attributable to continued expenditures without the benefit of any revenue for the remainder of the year.

Liquidity and Capital Resources

Jilco Industries, Inc. has incurred negative cash flow from operations since its inception. As of April 30, 2007, it had cash of $1,144 and an accumulated deficit of $1,064,342. The Company’s negative operating cash flow for over 30 years has been funded through affiliate and shareholder loans.

The financial statements accompanying this Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of the Company’s business. As reflected in the accompanying financial statements, the Company had a net loss of $11,556 and negative cash flow from operations of $ 8,044 for the three-month period ended April 30, 2007, a net loss of $37,152 and negative cash flow from operations of $ 27,368 for the nine-month period ended April 30, 2007 and a stockholders deficit of $314,392 as of April 30, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent on its ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition of the Company, changes in its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

- 8 -

Forward-Looking Statements

This Form 10-QSB may contain statements that are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “estimates,” “anticipates,” “plans,” “believes,” “projects,” “expects,” “intends,” “predicts,” “potential,” “future,” “may,” “contemplates,” “will,” “should,” “could,” “would” or the negative of such terms or other comparable terminology. These statements relate to the Company’s future operations and financial performance or other future events. Many of the forward-looking statements are based on current expectations, management beliefs, certain assumptions made by the Company’s management and estimates and projections.

Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict with respect to timing, extent, likelihood and degree of occurrence. Therefore, actual events, results, performance or achievements may differ materially from the events, results, performance or achievements expressed, forecasted or contemplated by any such forward-looking statements.

Item 3. Controls and Procedures.

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as the end of the period covered by this report, the Company’s chief executive officer and the chief financial officer concluded that its disclosure controls and procedures were adequate. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

- 9 -

PART II.

OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not sell any equity securities during the fiscal quarter ended April 30, 2007 that were not registered under the Securities Act of 1933.

The Company did not receive any “offering proceeds” within the meaning of Rule 463 under the Securities Act of 1933 during the period covered by this report.

Item 4. Submission of Matters to a Vote of Security Holders.

On March 13, 2007, the Company’s stockholders approved by unanimous written consent of a majority of the shareholders without a meeting, and effective as of the close of business on May 17, 2007, the Company completed, a 2 for 1 forward split of its common stock. Additionally, on March 13, 2007, the Company’s stockholders approved and the Company has filed, an amendment to the Company’s Articles of Incorporation increasing the Company’s authorized capital stock to 250,000,000 shares of common stock and 10,000,000 shares of preferred stock, on a post-forward stock split basis.

The Amended and Restated Articles of Incorporation were filed with the California Secretary of State on May 17, 2007. See Exhibit 3.1.

On March 13, 2007 the shareholders further resolved by unanimous written consent of a majority of the shareholders without a meeting, to provide authorization for the Board of Directors (1) to file further amendments to the Company’s Articles of Incorporation to change the name of the Company and (2) to determine the rights, preferences and privileges of the Preferred Stock as the Board of Directors may determine in its sole discretion in connection with the issuance of one or more series of such Preferred Stock from and out of the 10,000,000 shares of Preferred Stock authorized for issuance in the Amended and Restated Articles of Incorporation.

Also on March 13, 2007 the Company’s shareholders approved by unanimous written consent of a majority of the shareholders without a meeting, new Amended and Restated Bylaws. See Exhibit 3.2. The changes effected by the Amended and Restated Bylaws included an increase in the authorized number of directors to not less than three (3) nor more than seven (7) and other minor changes necessary to have certain provisions conform to current requirements of governmental rules and regulations.

Item 5. Other Information

See discussion under Item 4 above.

- 10 -

Item 6. Exhibits

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of the Registrant **
3.2	Amended and Restated By-Laws of the Registrant **
10.1	Revolving Demand Note, dated November 10, 1995, between the Company and TRACO (incorporated by reference to Exhibit 10(1) to the Company’s 1996 Form 10-K).
10.2	Note Extension and Modification Agreement, dated December 1, 1992, between the Company and Leonard M. Ross. (incorporated by reference to Exhibit 10(1) to the Company’s 1993 Form 10-K).
10.3	Revolving Demand Note, dated November 7, 1989, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(1) to the Company’s 1990 Form 10-K).
10.4	Note Extension and Modification Agreement, dated December 1, 1992, between the Company and Leonard M. Ross. (incorporated by reference to Exhibit 10(1) to the Company’s 1993 Form 10-K).
10.5	Note Extension and Modification Agreement, dated November 7, 1989, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(2) to the Company’s 1990 Form 10-K).
10.6	Revolving Demand Note, dated December 18, 1987, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(1) to the Company’s 1989 Form 10-K).
10.7	Note Extension and Modification Agreement, dated November 7, 1989, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(4) to the Company’s 1990 Form 10-K).
10.8	Note Extension and Modification Agreement, dated November 7, 1989, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(4) to the Company’s 1990 Form 10-K).
10.9	Note Extension and Modification Agreement, dated July 13, 1988, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(2) to the Company’s 1989 Form 10-K).
10.10	Promissory Note Extension Agreement, dated August 8, 1986, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(3) to the Company’s 1989 Form 10-K).
10.11	Promissory Note, dated August 9, 1972, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(3) to the Company’s 1989 Form 10-K).
10.12	Note Extension and Modification Agreement, effective December 31, 1997, between the Company and Mill Equities Co. (incorporated by reference to Exhibit 10.12 to the Company’s 2006 Form 10-K)
10.13	Note Extension and Modification Agreement, effective December 31, 1994, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10.13 to the Company’s 2006 Form 10-K)
10.14	Note Extension and Modification Agreement, effective December 31, 1994, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10.14 to the Company’s 2006 Form 10-K)
10.15	Note Extension and Modification Agreement, effective December 31, 1994, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10.15 to the Company’s 2006 Form 10-K)
31.1	Rule 13a-14(a) Certification. **
32.1	Section 1350 Certification. **

** Filed herewith.

- 11 -

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JILCO INDUSTRIES, INC.
Date: May 25, 2007	By:	/s/ Martha Kretzmer
		Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

- 12 -