---

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



|           |  |                                                                                                                   |  |           
|---------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----------
|           |  |                                                                                                                   |  | PageNumber
|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 EndedApril 30, |         |   | Nine Months EndedApril 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 EndedApril 30, |         |   | Nine Months EndedApril 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      |  | LossSustained |        | LossPreviouslyApplied |   | LossRemaining |  | ValuationAllowance |        | DeferredRecoverableTax 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
|------- | --------



|              |  |                                                                                                                                                                                               
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | 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 -