UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





(Mark One)

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

For the fiscal quarter ended January 31, 2008

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  þ    No   ̈

APPLICABLE ONLY TO CORPORATE
ISSUERS

On January 31, 2008 there were 4,422,988 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 January 31, 2008 (unaudited) and July 31, 2007 (unaudited)           |  | 1         
|           |  |                                                                                          
|           |  | Statements of Loss for the three months ended January 31, 2008 and 2007 (unaudited)       |  | 2         
|           |  |                                                                                          
|           |  | Statements of Cash Flows for the three months ended January 31, 2008 and 2007 (unaudited) |  | 3         
|           |  |                                                                                          
|           |  | Notes to Financial Statements (unaudited)                                                 |  | 4         
|           |  |                                                                                          
|Item 2.    |  | Managements Discussion and Analysis or Plan of Operation                                 |  | 6         
|           |  |                                                                                          
|Item 3.    |  | Controls and Procedures                                                                   |  | 7         
|           |  |                                                                                          
|Part II.   |  | Other Information                                                                         |  |           
|           |  |                                                                                          
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                               |  | 7         
|           |  |                                                                                          
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                       |  | 7         
|           |  |                                                                                          
|Item 6.    |  | Exhibits                                                                                  |  | 8         
|           | 
|Signatures |  | 10                                                                                       



---

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

JILCO INDUSTRIES, INC.

BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                                                                                                                 |  | January 31, 2008 |            |   | July 31, 2007 |  
|ASSETS                                                                                                                                                           |  |                  |            |   |               |   |            |  
|CURRENT ASSETS                                                                                                                                                   |  |                  |            |   |               |   |            |  
|Cash                                                                                                                                                             |  | $                | 2,224      |   |               | $ | 1,551      |  
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|TOTAL CURENT ASSETS                                                                                                                                              |  |                  | 2,224      |   |               |   | 1,551      |  
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|TOTAL ASSETS                                                                                                                                                     |  | $                | 2,224      |   |               | $ | 1,551      |  
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|LIABILITIES & SHAREHOLDERS EQUITY                                                                                                                               |  |                  |            |   |               |   |            |  
|CURRENT LIABILITIES                                                                                                                                              |  |                  |            |   |               |   |            |  
|Accounts payable                                                                                                                                                 |  | $                | 4,165      |   |               | $ | 1,910      |  
|Advance                                                                                                                                                          |  | $                | 10,000     |   |               | $ | 0          |  
|Interest payable                                                                                                                                                 |  |                  | 28,106     |   |               |   | 158,075    |  
|Note payable shareholder                                                                                                                                         |  |                  | 38,000     |   |               |   | 170,166    |  
|Other Accrued Payables                                                                                                                                           |  |                  | 800        |   |               |   | 800        |  
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|Total current liaiblities                                                                                                                                        |  |                  | 81,071     |   |               |   | 330,951    |  
|SHAREHOLDERS EQUITY                                                                                                                                             |  |                  |            |   |               |   |            |  
|Preferred stock, no par value 10,000,000 shares authorized-none outstanding                                                                                      |  |                  |            |   |               |   |            |  
|Common stock, no par value 250,000,000 shares authorized 4,422,983 shares issued and outstanding on 1/31/08 and 899,978 shares issued and
outstanding on 7/31/07 |  |                  | 1,014,175  |   |               |   | 749,950    |  
|Accumulated deficit                                                                                                                                              |  |                  | (1,093,022 | ) |               |   | (1,079,350 | )
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|Total shareholders deficit                                                                                                                                      |  |                  | (78,847    | ) |               |   | (329,400   | )
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  
|TOTAL LIABILITIES & SHAREHOLDERS EQUITY                                                                                                                         |  | $                | 2,224      |   |               | $ | 1,551      |  
|                                                                                                                                                                 |  |                  |            |   |               |   |            |  



1



---

JILCO INDUSTRIES, INC.

STATEMENTS OF LOSSES

(UNAUDITED)



|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|----------------------------------------------- | ---- | ----------------------------- | - | ---- | --------------------------- | -------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                |      | Three Months EndedJanuary 31, |   |      | Six Months EndedJanuary 31, |         
|                                                | 2008 |                               |   | 2007 |                             |          | 2008 |  |   | 2007      |  
|EXPENSES                                        |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|Interest expense                                |      | 1,045                         |   |      | $                           | 3,283    |      |  | $ | 2,090     |   |  | $ | 6,272     |  
|Legal/Professional fees                         |      | 1,238                         |   |      |                             | 1,791    |      |  |   | 3,363     |   |  |   | 16,956    |  
|Public filing fees                              |      | 4,815                         |   |      |                             | 0        |      |  |   | 6,682     |   |  |   | 0         |  
|Fees and licenses                               |      | 0                             |   |      |                             | 42       |      |  |   | 0         |   |  |   | 98        |  
|Sundry & other                                  |      | 45                            |   |      |                             | 0        |      |  |   | 737       |   |  |   | 1,470     |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|TOTAL EXPENSES                                  |      | 7,143                         |   |      |                             | 5,116    |      |  |   | 12,872    | # |  |   | 24,796    |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES |      | (7,143                        | ) |      |                             | (5,116   | )    |  |   | (12,872   | ) |  |   | (24,796   | )
|PROVISION FOR INCOME TAXES                      |      | 0                             |   |      |                             | 0        |      |  |   | 800       |   |  |   | 800       |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|NET INCOME (LOSS)                               |      | ($7,143)                      |   |      |                             | ($5,116) |      |  |   | ($13,672) |   |  |   | ($25,596) |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|BASIC INCOME (LOSS) PER SHARE                   |      | ($0.00)                       |   |      |                             | ($0.01)  |      |  |   | ($0.00)   |   |  |   | ($0.06)   |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|DILUTED INCOME (LOSS) PER SHARE                 |      | ($0.00)                       |   |      |                             | ($0.01)  |      |  |   | ($0.00)   |   |  |   | ($0.06)   |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  
|WEIGHTED-AVERAGE SHARES OUTSTANDING             |      | 4,422,983                     |   |      |                             | 449,991  |      |  |   | 4,154,928 |   |  |   | 449,991   |  
|                                                |      |                               |   |      |                             |          |      |  |   |           |   |  |   |           |  



2



---

JILCO INDUSTRIES, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|-------------------------------------------------- | ---- | ----------------------------- | -------- | ---- | --------------------------- | - | -------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                   |      | Three Months EndedJanuary 31, |          |      | Six Months EndedJanuary 31, |  
|                                                   | 2008 |                               |          | 2007 |                             |   | 2008     |   |  | 2007 |          
|CASH FLOWS FROM OPERATING ACTIVITIES               |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|Net Income (loss)                                  |      |                               | ($7,143) |      |                             |   | ($5,116) |   |  |      | ($13,672) |   |  |   | ($25,596) |  
|Increase (Decrease) in Accounts Payable            |      |                               | 2,941    |      |                             |   | (8,960)  |   |  |      | 2,255     |   |  |   | 0         |  
|Increase in Accrued Interest                       |      |                               | 1,045    |      |                             |   | 3,283    |   |  |      | 2,090     |   |  |   | 6,272     |  
|Increase (Decrease) in Accrued Expenses            |      |                               |         |      |                             |   |         |   |  |      |          |   |  |   |          |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|NET CASH USED IN OPERATING ACTIVITIES              |      |                               | (3,157   | )    |                             |   | (10,793  | ) |  |      | (9,327    | ) |  |   | (19,324   | )
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES               |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|Proceeds from Advances                             |      |                               | 5,000    |      |                             |   | 12,000   |   |  |      | 10,000    |   |  |   | 22,000    |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES          |      |                               | 5,000    |      |                             |   | 12,000   |   |  |      | 10,000    |   |  |   | 22,000    |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|NET INCREASE (DECREASE) IN CASH                    |      |                               | 1,843    |      |                             |   | 1,207    |   |  |      | 673       |   |  |   | 2,676     |  
|CASH, BEGINNING OF PERIOD                          |      |                               | 381      |      |                             |   | 1,981    |   |  |      | 1,551     |   |  |   | 512       |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|CASH, END OF PERIOD                                |      | $                             | 2,224    |      |                             | $ | 3,188    |   |  | $    | 2,224     |   |  | $ | 3,188     |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |      |                               |          |      |                             |   |          |   |  |      |           |   | 
|INTEREST PAID                                      |      |                               |         |      |                             |   |         |   |  |      |          |   |  |   |          |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  
|INCOME TAXES PAID                                  |      |                               |         |      |                             |   |         |   |  | $    | 800       |   |  | $ | 800       |  
|                                                   |      |                               |          |      |                             |   |          |   |  |      |           |   |  |   |           |  

See Notes to Financial Statements



3



---

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 last filing of its Form 10-KSB on December 13, 2007 for the quarter ended October 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 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 on 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.



4



---

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 will be effective for the Company beginning November 1, 2007. The
Company is in the process of determining the effect, if any, this statement will have 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 will be effective for the Company beginning August 1, 2007. The Company does not expect the adoption of this statement to have 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 (AICPA), 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.

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 - NOTE PAYABLE SHAREHOLDER

Note Payable Shareholder at January 31 consisted of the following, all of which is in compliance with its terms:

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

SCHEDULE OF NOTE PAYABLE TO SHAREHOLDER

AS OF
JANUARY 31, 2008



|                                                             |  |   |       
|------------------------------------------------------------ |  | - | ------
|Ending Balance October 31, 2007                              |  | $ | 38,000
|Funds Advanced during Fiscal Quarter Ending January 31, 2008 |  |   | 0     
|                                                             |  |   |       
|Ending Balance January31, 2008                               |  | $ | 38,000
|                                                             |  |   |       

NOTE 4 - INCOME TAXES

For the years ended July 31, 2000 - 2007, the Company did not provide a provision for income taxes due to the net losses incurred. At July 31 in each of those years the Company had approximately net
operating loss carryforwards for federal and state income tax purposes 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 - 2007, 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 - 2007.



5



---

Annual Net Tax Losses Sustained and Applied and Deferred Recoverable Assets



|              |  |               |         |                       |   |               |  |                    |         |                               |   |         |  |   |  
|------------- |  | ------------- | ------- | --------------------- | - | ------------- |  | ------------------ | ------- | ----------------------------- | - | ------- |  | - | -
|Tax Year      |  | LossSustained |         | LossPreviouslyApplied |   | LossRemaining |  | ValuationAllowance |         | DeferredRecoverableTax Assets
|July 31, 1992 |  | $             | 950     |                       | $ | 0             |  | $                  | 950     |                               | $ | 950     |  | $ | 0
|July 31, 1993 |  | $             | 920     |                       | $ | 0             |  | $                  | 920     |                               | $ | 920     |  | $ | 0
|July 31, 1994 |  | $             | 2,002   |                       | $ | 0             |  | $                  | 2,002   |                               | $ | 2,002   |  | $ | 0
|July 31, 1995 |  | $             | 878     |                       | $ | 0             |  | $                  | 878     |                               | $ | 878     |  | $ | 0
|July 31, 1996 |  | $             | 925     |                       | $ | 0             |  | $                  | 925     |                               | $ | 925     |  | $ | 0
|July 31, 1997 |  | $             | 3,393   |                       | $ | 0             |  | $                  | 3,393   |                               | $ | 3,393   |  | $ | 0
|July 31, 1998 |  | $             | 44,728  |                       | $ | 0             |  | $                  | 44,728  |                               | $ | 44,728  |  | $ | 0
|July 31, 1999 |  | $             | 9,760   |                       | $ | 0             |  | $                  | 9,760   |                               | $ | 9,760   |  | $ | 0
|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 |  | $             | 12,735  |                       | $ | 0             |  | $                  | 12,735  |                               | $ | 12,735  |  | $ | 0
|July 31, 2007 |  | $             | 10,586  |                       | $ | 0             |  | $                  | 10,586  |                               | $ | 10,586  |  | $ | 0
|              |  |               |         |                       |   |               |  |                    |         |                               |   |         |  |   |  
|TOTAL         |  | $             | 108,272 |                       | $ | 0             |  | $                  | 108,272 |                               | $ | 108,272 |  | $ | 0
|              |  |               |         |                       |   |               |  |                    |         |                               |   |         |  |   |  

NOTE 5 - CONTROLS AND PROCEDURES

As indicated in the certifications in Exhibits 31.1 and 32.1 of this Annual Report, the Companys Chief Executive Officer and Principal Financial
Officer have evaluated the Companys disclosure controls and procedures as of January 31, 2008. 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.



|Item 2. | Managements Discussion and Analysis or Plan of Operation.
|------- | ----------------------------------------------------------

Our affiliates have for a number of years, and intend continue during the foreseeable future, to lend us all funds necessary for us to maintain our corporate and filing status. The Statements of Cash Flows appearing in the financial
statements of this Quarterly Report show funds lent to us during the fiscal quarters ending January 31, 2008 and January 31, 2007.

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



6



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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 our 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 our 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.
|------- | ------------------------

We maintain controls and procedures
designed to ensure that information required to be disclosed in the reports that we file or submit 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, our chief executive officer and the principal financial officer concluded that our
disclosure controls and procedures were adequate. There were no changes in our internal control over financial reporting identified in connection with the evaluation that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

PART II.

OTHER INFORMATION



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

During the fiscal quarter ended October 31, 2006 we converted a total of $132,166 of Principal and $132,060 of accrued interest, both of which represented outstanding balances as of June 30, 2005 on Notes Payable, into Common
Stock at the rate of $0.75 per share, representing an issuance of 3,523,007 new shares of our Common Stock. These shares were not registered under the Securities Act of 1933.

The Company did not sell any equity securities during the fiscal quarter ended January31, 2008 that were not registered under the Securities Act of 1933.

We 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.
|------- | ----------------------------------------------------

No matter was
submitted during the fiscal quarter ended January 31, 2008 to a vote of our security holders through the solicitation of proxies or otherwise.



7



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|Item 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                              
|               | 
|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).                                                                       
|               | 
|3.3            |  | Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3(1) to the Companys January 31, 2007 Form 10-QSB).                              
|               | 
|3.4            |  | Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3(2) to the Companys January 31, 2007 Form 10-QSB).                                                
|               | 
|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(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).         



8



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|      |  |                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|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, 1999, between the Company and Mill Equities Co. (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, 1999, between the Company and Mill Equities Co. (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).  
|      | 
|10.16 |  | Note Extension and Modification Agreement, effective December 31, 1994, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(16) to the Companys 2006 Form
10-K).  
|      | 
|10.17 |  | Note Extension and Modification Agreement, effective December 31, 1994, between the Company and Leonard M. Ross (incorporated by reference to Exhibit 10(17) to the Companys 2006 Form
10-K).  
|      | 
|10.18 |  | Unregistered Sale of Equity Securities (incorporated by reference to Exhibit 10(1) to the Companys August 9, 2007 Form 8-K)                                                                    
|      | 
|31.1  |  | Rule 13a-14(a) Certification.**                                                                                                                                                                 
|      | 
|32.1  |  | Section 1350 Certification.**                                                                                                                                                                   



|** | Filed herewith.
|-- | ---------------



9



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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.



|                     |  |  |  |                        |  |     |  |                                                                                      
|-------------------- |  |  |  | ---------------------- |  | --- |  | -------------------------------------------------------------------------------------
|Date: March 14, 2008 |  |  |  | JILCO INDUSTRIES, INC.
|                     |  |  |  |                       
|                     |  |  |  |                        |  | By: |  | /s/ Martha Kretzmer                                                                  
|                     |  |  |  |                        |  |     |  | Principal Executive Officer, Principal Financial Officer and Chief Accounting Officer



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