<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


FOR THE FISCAL YEAR ENDED
July 31, 1998                                              COMMISSION NO. 0-6649

                             JILCO INDUSTRIES, INC.
             (exact name of registrant as specified in its charter)

     California                                                95-207885
----------------------------                               ---------------
(State or other jurisdiction                               I.R.S. Employer
of organization)                                           Identification No.

P. O. Box 10539
Beverly Hills, California                                        90213      
-------------------------                                        -----      
(Address of principal                                          (Zip Code)
executive offices)

Registrant's telephone number, including area code is (310) 274-1986. Securities
registered pursuant to Section 12(g) of the Act:

                           Common Stock, No Par Value
--------------------------------------------------------------------------------
                                (Title of Class)

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   [ ]


As of July 31, 1998, there were 449,991 shares of common stock outstanding.



                                        1

<PAGE>   2

                                     PART I

ITEM 1. Business

        Registrant is not engaged in any business operations and has not been so
engaged since 1968. (See Note 1 to the accompanying financial statements of
Registrant.)

ITEM 2. Description of Property

        Registrant does not have an interest in any property.

ITEM 3. Legal Proceedings

        None.

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

        None.

                                     PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters

        Market Information

               There is no public trading market for Registrant's common equity.

        Approximate Number of Equity Security Holders

<TABLE>
<CAPTION>
                                             Number of Record Holders
               Title of Class                As of July 31, 1998
               --------------                -------------------
<S>                                          <C>
               Common Stock                       785
</TABLE>

        Dividends

               Not applicable.

        Recent Sales of Unregistered Securities

               None.



                                        2

<PAGE>   3

ITEM 6. Management's Discussion and Analysis or Plan of Operation

        Refer to the attached financial statements and accompanying notes.

ITEM 7. Financial Statements

        The financial statements of Registrant are attached hereto.

ITEM 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure

        None.

                                    PART III

ITEM 9. Directors and Executive Officers of Registrant

<TABLE>
<CAPTION>
                                                  First          Common Shares
                      Principal                   Elected        Owned Beneficially
Name                  Occupation        Age       Director       On July 31, 1998
----                  ----------        ---       --------       ----------------
<S>                   <C>               <C>       <C>            <C>
Martha J. Kretzmer    President,        44        1991           -0-
                      Secretary and
                      Treasurer of
                      Registrant
</TABLE>

ITEM 10. Executive Compensation

        No officer or director of Registrant receives any remuneration.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management

<TABLE>
<CAPTION>
                         Name and Address of           Amount and Nature        Percent
Title of Class           Beneficial Owner              of Beneficial Owner      of Class
--------------           ----------------              -------------------      --------
<S>                      <C>                           <C>                      <C>  
Common Stock             Leonard M. Ross               400,955 shares           89.1%
                         P.O. Box 10539
                         Beverly Hills, California
                         90213
</TABLE>

ITEM 12. Certain Relationships and Related Transactions

        None.



                                        3

<PAGE>   4

ITEM 13. Exhibits and Reports on Form 8-K

        (a) The Registrant's financial statements are attached hereto. The
Exhibits listed in the accompanying Exhibit Index on page 6 are filed as part of
this Form 10-KSB.

        (b) No materially important events occurred during the fiscal year of
Registrant that would require filing of Form 8-K.


                                   SIGNATURES

        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.


                                     (Registrant) JILCO INDUSTRIES, INC.


                                                   By:    /S/ Martha Kretzmer
                                                        ------------------------
                                                   Name: Martha Kretzmer
                                                   Title: President
                                                   Date:  October 27, 1998 
                                                         



                                        4

<PAGE>   5

                             JILCO INDUSTRIES, INC.

                          List of Financial Statements

        The following financial statements of Jilco Industries, Inc. are
included in Item 7:

               Balance sheets -- Years ended July 31, 1998 and 1997.

               Statements of loss and deficit -- Years ended July 31, 1998, 
               1997, and 1996.

               Statements of cash flows -- Years ended July 31, 1998, 1997, and
               1996.

               Notes to financial statements -- July 31, 1998.



                                        5

<PAGE>   6



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors
Jilco Industries, Inc.
Beverly Hills, California


We have compiled the accompanying balance sheets of Jilco Industries, Inc. (a
corporation) as of July 31, 1998 and 1997, and the related statements of loss
and deficit and cash flows for each of the two years then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.



SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
September 15, 1998

                         
                                       6


<PAGE>   7
                         PART I . FINANCIAL INFORMATION
                             JILCO INDUSTRIES, INC.
                     BALANCE SHEETS - JULY 31, 1998 AND 1997
                                   (UNAUDITED)



                                     ASSETS
<TABLE>
<CAPTION>

                                                                                      1998               1997
                                                                                ---------------    ----------------
<S>                                                                             <C>                <C>  
CURRENT ASSETS
     Cash                                                                       $         2,049    $            976
                                                                                ---------------    ----------------


                  TOTAL CURRENT ASSETS                                          $         2,049    $            976
                                                                                ===============    ================


                                LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Notes payable to shareholder                                               $        53,250    $         53,250
     Note payable                                                                        48,000               5,000
     Accrued interest                                                                    58,222              51,144
     Other accrued expenses                                                                 800                   -
                                                                                ---------------    ----------------

         Total current liabilities                                                      160,272             109,394
                                                                                ---------------    ----------------

SHAREHOLDERS' DEFICIT
     Common stock, no par value
         1,500,000 shares authorized
         449,991 shares issued and outstanding                                          749,950             749,950
     Accumulated deficit                                                               (908,173)           (858,368)
                                                                                ---------------    ----------------

              Total shareholders' deficit                                              (158,223)           (108,418)
                                                                                ---------------    ----------------

                  TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                   $         2,049    $            976
                                                                                ===============    ================
</TABLE>




      See Accompanying Report of Independent Certified Public Accountants.
                       See Notes to Financial Statements.
                                        7



<PAGE>   8

                             JILCO INDUSTRIES, INC.
                         STATEMENTS OF LOSS AND DEFICIT
                    YEARS ENDED JULY 31, 1998, 1997, AND 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      1998              1997             1996
                                                                ----------------  ---------------  ----------------
<S>                                                             <C>               <C>              <C>

EXPENSES
     Professional fees                                          $         28,607  $         2,500  $             43
     Fees and licenses                                                        90               10                 -
     Printer fees                                                         13,146                -                 -
     Interest expense                                                      7,078            5,238             5,008
     Sundry                                                                   84               84                82
                                                                ----------------  ---------------  ----------------

         Total expenses                                                   49,005            7,832             5,133
                                                                ----------------  ---------------  ----------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                   (49,005)          (7,832)           (5,133)

PROVISION FOR INCOME TAXES                                                   800              800               800
                                                                ----------------  ---------------  ----------------

NET LOSS                                                                 (49,805)          (8,632)           (5,933)

ACCUMULATED DEFICIT, BEGINNING OF YEAR                                  (858,368)        (849,736)         (843,803)
                                                                ----------------  ---------------  ----------------

ACCUMULATED DEFICIT, END OF YEAR                                $       (908,173) $      (858,368) $       (849,736)
                                                                ================  ===============  ================ 

BASIC LOSS PER SHARE                                            $          (0.11) $         (0.02) $          (0.01)
                                                                ================  ===============  ================ 

DILUTED LOSS PER SHARE                                          $          (0.11) $         (0.02) $          (0.01)
                                                                ================  ===============  ================ 

WEIGHTED-AVERAGE SHARES OUTSTANDING                                      449,991          449,991           449,991
                                                                ================  ===============  ================

</TABLE>



      See Accompanying Report of Independent Certified Public Accountants.
                       See Notes to Financial Statements.
                                        8




<PAGE>   9

                             JILCO INDUSTRIES, INC.
                            STATEMENTS OF CASH FLOWS
                    YEARS ENDED JULY 31, 1998, 1997, AND 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      1998              1997             1996
                                                                ----------------  ---------------  ----------------
<S>                                                              <C>              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                   $        (49,805) $        (8,632) $         (5,933)
     Increase in accrued interest                                          7,078            5,238             5,008
     Increase in other accrued expenses                                      800                -                 -
                                                                ----------------  ---------------  ----------------

         Net cash used in operating activities                           (41,927)          (3,394)             (925)
                                                                ----------------  ---------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable                                          43,000            4,000             1,000
                                                                ----------------  ---------------  ----------------

         Net cash provided by financing activities                        43,000            4,000             1,000
                                                                ----------------  ---------------  ----------------

              Net increase in cash                                         1,073              606                75

CASH, BEGINNING OF YEAR                                                      976              370               295
                                                                ----------------  ---------------  ----------------

CASH, END OF YEAR                                               $          2,049  $           976  $            370
                                                                ================  ===============  ================



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                              $              -  $             -  $              -
                                                                ================  ===============  ================


     INCOME TAXES PAID                                          $              -  $           800  $            800
                                                                ================  ===============  ================

</TABLE>




      See Accompanying Report of Independent Certified Public Accountants.
                       See Notes to Financial Statements.
                                        9



<PAGE>   10

                             JILCO INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            YEAR ENDED JULY 31, 1998
                                   (UNAUDITED)



NOTE 1 - THE COMPANY

         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. The expenses the Company has incurred represent those
         necessary to keep the Company in good standing in its state of
         residence.

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         For certain of the Company's financial instruments including cash and
         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.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
         In June 1997, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 130,
         "Reporting Comprehensive Income." This statement requires companies to
         classify items of other comprehensive income by their nature in a
         financial statement and display the accumulated balance of other
         comprehensive income separately from retained earnings and additional
         paid-in capital in the equity section of a statement of financial
         position. SFAS No. 130 is effective for financial statements issued for
         fiscal years beginning after December 15, 1997. Management believes
         that SFAS No. 130 will not have a material effect, if any, on the
         Company's financial statements.

         In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
         of an Enterprise and Related Information." This statement establishes
         additional standards for segment reporting in the financial statements
         and is effective for fiscal years beginning after December 15, 1997.
         Management believes that SFAS No. 131 will not have an effect on the
         Company's financial statements.



      See Accompanying Report of Independent Certified Public Accountants.
                                        10



<PAGE>   11

                             JILCO INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                            YEAR ENDED JULY 31, 1998
                                   (UNAUDITED)


NOTE 1 - THE COMPANY (CONTINUED)

         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 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.


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

         Notes payable to shareholder at July 31 consisted of the following:


<TABLE>
<CAPTION>

                                                                                      1998               1997
                                                                                ---------------    ----------------
<S>                                                                             <C>                <C>

                  Revolving note payable, interest accrues at 9%
                      per annum.  Principal and accrued interest
                      are due on demand.                                        $        40,000    $         40,000
                  Revolving note payable, interest accrues at 11%
                      per annum.  Principal and accrued interest
                      are due on demand.                                                  8,250               8,250
                  Revolving note payable, interest accrues at 10%
                      per annum.  Principal and accrued interest
                      are due on demand.                                                  5,000               5,000
                                                                                ---------------    ----------------

                           TOTAL                                                $        53,250    $         53,250
                                                                                ===============    ================


</TABLE>




      See Accompanying Report of Independent Certified Public Accountants.
                                        11



<PAGE>   12

NOTE 4 - NOTE PAYABLE

         The note  payable is due on demand. Interest accrues at 8% per annum
         and is payable on  December 31 of each year.


NOTE 5 - INCOME TAXES

         For the years ended July 31, 1998 and 1997, the Company did not provide
         a provision for income taxes due to the net loss incurred. At July 31,
         1998, the Company has approximately $90,449 and $30,081 in net
         operating loss carryforwards for federal and state income tax purposes,
         respectively, that begin to expire in 1999. The components of the
         Company's deferred tax assets and liabilities for income taxes consist
         of a deferred tax asset relating to the net operating loss
         carryforwards of approximately $33,460 and $15,750 for the years ended
         July 31, 1998 and 1997, respectively. The other components of the
         Company's deferred tax assets and liabilities are immaterial. The
         Company has established a valuation allowance of approximately $32,539
         and $15,544 for the years ended July 31, 1998 and 1997, respectively,
         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 by $16,995 and $1,278 during the
         years ended July 31, 1998 and 1997, respectively.










      See Accompanying Report of Independent Certified Public Accountants.
                                        12
<PAGE>   13

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
No.            Description
---            -----------
<S>            <C>                                                    
3(1)           Articles of Incorporation of the Registrant, as amended
               (incorporated by reference to Exhibit 3(1) to the Company's 1989
               Form 10-K).

3(2)           By-laws of the Registrant, as amended (incorporated by reference
               to Exhibit 3(2) to the Company's 1989 Form 10-K).

10(1)          Revolving Demand Note, dated November 10, 1996, 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(3) 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 December 1,
               1992, between the Company and Leonard M. Ross (incorporated by
               reference to Exhibit 10(6) to the Company's 1993 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).
</TABLE>



                                        13

<PAGE>   14

<TABLE>
<S>            <C>     
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).

27             Financial Data Schedule
</TABLE>



                                        14