<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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


FOR THE FISCAL YEAR ENDED
July 31, 1994                                              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 or 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 [     ] No[  X  ]


  As of July 31, 1994, there were 449,991 shares of common stock outstanding.


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ITEM 1.  Business

         Registrant is not engaged in any business operations and has not been
         so engaged since 1968.

ITEM 2.  Properties

         Registrant does not have an interest in any properties.

ITEM 3.  Legal Proceedings

                  None.


                                    PART II.

ITEM 5.  Market for the Registrant's Common Stock and Related Security Holder
         Matters

         Increase and Decrease in Outstanding Securities Indebtedness

                                    None.

         Changes in Securities and Changes in Securities for Registered
         Securities

                                    None.

         Defaults Upon Senior Securities

                                    None.

         Approximate Number of Equity Security Holders


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                                                      Number of Record Holders
                   Title of Class                       As of July 31, 1994
                   --------------                     ---------------------

                   Common Stock                       785

                   Submission of Matters to a Vote of Security Holders

                            Not applicable.


ITEM 6.  Selected Financial Data

                            Five Year Summary of Operations

                                            Year ended July 31,
                           --------------------------------------------------


<TABLE>
<CAPTION>
                       1994            1993          1992           1991           1990
                       ----            ----          ----           ----           ----
<S>                  <C>            <C>            <C>            <C>            <C>    
Expenses             $ 6,882        $ 5,626        $ 5,550        $ 6,941        $ 7,141

Net loss             $(6,882)       $(5,626)       $(5,550)       $(6,941)       $(7,141)

Loss per share       $ (0.02)       $ (0.01)       $ (0.01)       $ (0.02)       $ (0.02)
   (Note 2)

Total Assets         $ 1,173        $   175        $    95        $    45        $   370
</TABLE>


The numerical note referred to above is included in the Notes to Financial
Statements. Registrant has not conducted any business operations during its last
five (5) fiscal years, except that during the above fiscal years it has incurred
expenses necessary to keep its good standing in its state of residence.


ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Refer to notes and financial statements.

ITEM 8.  Financial Statements and Supplementary Data

         The financial statements of Registrant are attached hereto as Exhibit
         14(a).


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<PAGE>   4


                                   PART III.

ITEM 10. Directors and Executive Officers of the Registrant


<TABLE>
<CAPTION>
                                                                                   First                      Common Shares
                                            Principal                             Elected                  Owned Beneficially
               Name                        Occupation             Age            Director                    On July 31, 1994
               ----                        ----------             ---            --------                   -----------------

<S>                                  <C>                         <C>           <C>                           <C>
Martha J. Kretzmer                   President,                   40            1991                         -0-
                                     Secretary and
                                     Treasurer of
                                     Registrant
</TABLE>


ITEM 11. Management Remuneration and Transaction

         No officer or director of Registrant receives any remuneration.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

         Leonard M. Ross owns 400,955 shares of the issued and outstanding stock
         of Registrant which constitutes approximately 89% of such stock.
         Registrant does not have any subsidiaries.


                    Indemnification of Directors and Officers

         The by-laws of the Corporation provide that the Corporation shall
indemnify each of its officers and directors, whether or not then in office, to
the extent permitted by the California General Corporation Law against all
reasonable expenses actually and necessarily incurred by such individuals in
connection with the defense of any litigation to which he or she may have been
made a party because he or she is or was a director or officer of the
Corporation. Directors and officers have no right to reimbursement in relation
to any matter in which such officer or director has been adjudged liable to the
Corporation for gross negligence or comparable misconduct in the performance of
his or her duties.

                                     PART IV


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<PAGE>   5


ITEM     14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 

         (a)      The Registrant's financial statements are attached hereto.

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

         (c)      The Exhibits listed in the accompanying Exhibit Index on Page
                  12 are filed as part of this Form 10-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 duty authorized.

                 (Registrant)               JILCO INDUSTRIES, INC.


                                            By: /s/ Martha J. Kretzmer
                                               --------------------------------
                                                Martha J. Kretzmer
                                                President

                                            Date:    August 7, 1997


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<PAGE>   6


                             JILCO INDUSTRIES, INC.

                          List of Financial Statements


          The following financial statements of Jilco Industries, Inc.
                            are included in Item 8:

                  Balance sheets -- Years ended July 31, 1994 and 1993.

                  Statements of operations -- Years ended July 31, 1994, 1993
                  and 1992.

                  Statements of cash flows -- Years ended July 31, 1994, 1993
                  and 1992.

                  Notes to financial statements -- July 31, 1994.


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<PAGE>   7



                             JILCO INDUSTRIES, INC.
                                 BALANCE SHEETS
                                 AS OF JULY 31,
                                   (UNAUDITED)

                                     ASSETS


<TABLE>
<CAPTION>
                                                 1994             1993
                                               ---------        ---------
<S>                                            <C>              <C>      
ASSETS
   Cash                                        $   1,173        $     175
                                               ---------        ---------

      TOTAL ASSETS                             $   1,173        $     175
                                               =========        =========

LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable                                $ -0-            $ -0-
   Notes payable to shareholder
   (Note 3)                                       53,250           50,250
   Accrued expenses (Note 3)                      35,828           30,948
                                               ---------        ---------

   Total current liabilities                      89,078           81,198
                                               ---------        ---------

SHAREHOLDERS' DEFICIENCY
   Common stock, no par value
   1,500,000 shares authorized
   449,991 shares issued and
   outstanding                                   749,950          749,950
   Accumulated deficit                          (837,855)        (830,973)
                                               ---------        ---------

   Total shareholders'
      deficiency                                 (87,905)         (81,023)
                                               ---------        ---------

      TOTAL LIABILITIES AND
      SHAREHOLDERS'
      DEFICIENCY                               $   1,173        $     175
                                               =========        =========
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.


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<PAGE>   8


                             JILCO INDUSTRIES, INC.
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                          FOR THE YEARS ENDED JULY 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                             1994             1993              1992
                           ---------        ---------        ---------
<S>                        <C>              <C>              <C>      
EXPENSES
   Professional
   fees                    $   1,061        $      42        $      66
   Fees and
   licenses                        5                5               10
   Interest expense
   (Note 3)                    4,880            4,706            4,600
   State franchise
   tax                           800              800              800
   Sundry                        136               73               74
                           ---------        ---------        ---------

   Total
   expenses                    6,882            5,626            5,550
                           ---------        ---------        ---------

NET LOSS                      (6,882)          (5,626)          (5,550)

ACCUMULATED DEFICIT,
   BEGINNING OF
   YEAR                     (830,973)        (825,347)        (819,797)
                           ---------        ---------        ---------

ACCUMULATED DEFICIT,
   END OF YEAR             $(837,855)       $(830,973)       $(825,347)
                           =========        =========        =========

NET LOSS PER SHARE
   (NOTE 2)                $   (0.02)       $   (0.01)       $   (0.01)
                           =========        =========        =========
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.


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<PAGE>   9



                                                       JILCO INDUSTRIES, INC.
                                                      STATEMENTS OF CASH FLOWS
                                                    FOR THE YEARS ENDED JULY 31,


<TABLE>
<CAPTION>
                                            1994           1993            1992
                                           -------        -------        -------
<S>                                        <C>            <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                $(6,882)       $(5,626)       $(5,550)
   Increase
   (decrease) in
   Accounts payable
   and accrued
   expenses                                  4,880          4,706          3,350
                                           -------        -------        -------

   Net cash used
   in operating
   activities                               (2,002)          (920)        (2,200)
                                           -------        -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from
   notes payable to
   shareholder, net                          3,000          1,000          2,250
                                           -------        -------        -------

   Net cash
   provided by
   financing
   activities                                3,000          1,000          2,250
                                           -------        -------        -------

NET INCREASE
(DECREASE) IN
CASH                                           998             80             50

CASH. BEGINNING
OF YEAR                                        175             95             45
                                           -------        -------        -------

CASH, END OF YEAR
Y$1,173                 $175               $    95        $    45        $   370
=======                 ====               =======        =======        =======
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.


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<PAGE>   10


NOTE 1 - THE COMPANY

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
The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash, accounts payable, 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 offered to the Company for notes payable of similar maturities
are substantially the same.

Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management makes 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. Actual results could differ from those estimates.


NOTE 2 - LOSS PER SHARE

All per share computations are based on 449,991 shares outstanding. There are no
common stock equivalents.


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<PAGE>   11


NOTE 3 - NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholder consist of the following:


<TABLE>
<CAPTION>
                      1996          1995          1994          1993          1992          1991          1990          1989
                     -------       -------       -------       -------       -------       -------       -------       -------
<S>                  <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>    
Revolving note
payable (A)          $40,000       $40,000       $40,000       $40,000       $40,000       $40,000       $40,000       $40,000

Revolving note
payable (B)            8,250         8,250         8,250         5,250         4,250         2,000         1,000           -0-

Term note
payable (C)            5,000         5,000         5,000         5,000         5,000         5,000         5,000         5,000
                     -------       -------       -------       -------       -------       -------       -------       -------

 TOTAL               $53,250       $53,250       $53,250       $50,250       $49,250       $47,000       $46,000       $45,000
                     -------       -------       -------       -------       -------       -------       -------       -------
</TABLE>


(A)      Accrued interest at 9% per annum. Principal and accrued interest due on
         demand.

(B)      Accrued interest at 11% per annum. Principal and accrued interest due
         on demand.

(C)      Accrued interest at 10% per annum. Principal and accrued interest due
         on demand.


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<PAGE>   12


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit 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)             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(2)             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(3)             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(4)             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(5)             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(6)             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(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 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(9)             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).
</TABLE>


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