<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         -------------------------------

                                    FORM 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        --------------------------------

     For Quarter Ended October 31, 1989          Commission File No. 0-6649


                             Jilco Industries, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        California                                      95-2075885
--------------------------------------------------------------------------------
        (State of other jurisdiction or            (I.R.S. Employer No.)
        incorporation of organization)

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

        (310) 274-1986
--------------------------------------------------------------------------------
        (Registrant's Telephone Number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changes since last report.)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

               Yes  [ ]                      No    [X] 


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                          PART I. FINANCIAL INFORMATION


                             JILCO INDUSTRIES, INC.

                    BALANCE SHEET - OCTOBER 31, 1989 AND 1988

                                   (Unaudited)



                                     ASSETS

<TABLE>
<CAPTION>
                                                         1989           1988
                                                       ---------      ---------
<S>                                                    <C>            <C>
Current Assets:
      Cash                                             $   1,430      $   2,336
                                                       ---------      ---------

                                                       $   1,430      $   2,336
                                                       =========      =========


                LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
      Note payable to shareholder
        (Note 3)                                       $  45,000      $  45,000
      Accrued expenses                                 $  14,066      $   9,981
                                                       =========      =========

Total current liabilities                              $  59,066      $  54,981
                                                       ---------      ---------


Shareholders' equity deficiency:
      Common stock, no par:
           1,500,000 shares authorized;
           449,991 shares issued and
           outstanding                                 $ 749,950      $ 749,950
Deficit                                                 (807,586)      (802,595)
                                                       ---------      ---------
                 Total                                   (57,636)       (52,645)
                                                       ---------      ---------

                                                       $   1,430      $   2,335
                                                       =========      =========
</TABLE>


                        See Notes to Financial Statements


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                             JILCO INDUSTRIES, INC.

                          STATEMENT OF LOSS AND DEFICIT

                  THREE MONTHS ENDED OCTOBER 31, 1989 AND 1988
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                     1989               1988
                                                   ---------          ---------
<S>                                                <C>                <C>
Expenses:
      General and Administrative                   $   1,271          $   3,052
      State Franchise Tax                                600                405
                                                   ---------          ---------

Net Loss                                           $  (1,871)         $  (3,457)

Deficit, beginning of year                         $(805,716)         $(799,138)
                                                   ---------          ---------

Deficit, end of period                             $ 807,586          $ 802,595
                                                   =========          =========

Loss per share (Note 2)                            $    0.00          $    0.01
                                                   =========          =========
</TABLE>




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<PAGE>   4



                             JILCO INDUSTRIES, INC.

                             STATEMENT OF CASH FLOWS

                  THREE MONTHS ENDED OCTOBER 31, 1989 AND 1988
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                           1989          1988
                                                          -------       -------
<S>                                                       <C>           <C>
Cash flows from operating activities:

      Net loss                                            $ 1,871       $ 3,457

      Increase (decrease) in accounts
      payable and accrued expenses                        $ 1,021       $   836
                                                          =======       =======

      Net cash used in operating activities               $  (850)      $(2,621)
                                                          =======       =======

Cash flows from financing activities

      Proceeds from notes payable
      to shareholder, net                                 $     0       $ 3,075
                                                          =======       =======

      Net cash provided by financing activities           $     0       $ 3,075
                                                          =======       =======

Net increase (decrease) in cash                           $  (850)      $   454
                                                          =======       =======

Cash -- beginning of period                               $ 2,280       $ 1,882
                                                          -------       -------

Cash -- end of period                                     $ 1,430       $ 2,336
                                                          -------       -------


Supplemental cash flow information

      Interest paid                                       $     0       $     0
                                                          -------       -------
      Taxes paid                                          $   600       $   405
                                                          -------       -------
</TABLE>


                        See Notes to Financial Statements




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<PAGE>   5



                             JILCO INDUSTRIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  THREE MONTHS ENDED OCTOBER 31, 1989 AND 1988
                                   (Unaudited)



NOTE 1 - THE COMPANY

The Company has been inactive since April 2, 1968 when it was discharged from
bankruptcy under its previous name of Sportways, Inc. The expenses the Company
has incurred represent those necessary to keep the Company in good standing in
its state of residence.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with
generally accepted accounting principles. For certain of the Company's financial
instruments, including cash, accounts payable, and accrued expenses, the
carrying amounts approximate fair value due to their short maturities. The
amounts shown as notes payable also approximate fair value because current
interest rates offered to the Company for notes payable of similar maturities
are substantially the same.

Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements, as well as the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.


NOTE 2 - LOSS PER SHARE

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




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NOTE 3 - NOTES PAYABLE TO SHAREHOLDER

Notes payable to shareholder consist of the following:

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

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

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

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

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

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

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




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<PAGE>   7


                             JILCO INDUSTRIES, INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         Registrant has not conducted any business operations during the last
five (5) fiscal years, except that during the above fiscal years it has incurred
expenses necessary to keep its good standing in its state of residence.



                           PART II. OTHER INFORMATION


         None of Items 1 through 6 of Part II are applicable.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        JILCO INDUSTRIES, INC.


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

                                        Date:  August 7, 1997




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