UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE l3D

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)



                                 Kirkland's Inc.
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                                (Name of Issuer)

                      Common Stock, no par value per share
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                         (Title of Class of Securities)

                                    497498105
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                                 (CUSIP Number)
                                                     with a copy to:
       Mr. Philip C. Timon                           Robert G. Minion, Esq.
       Endowment Capital Group, LLC                  Lowenstein Sandler PC
       1515 Market Street, Suite 2000                1251 Avenue of the Americas
       Philadelphia, Pennsylvania 19102              18th Floor
       (215) 563-8600                                New York, New York  10020
                                                     (973) 597-2424
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                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  August 30, 2007
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             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





Cusip No.  497498105
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  1)   Names of  Reporting Persons.  I.R.S. Identification Nos. of above persons
       (entities only):

                          Mr. Philip C. Timon
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  2)   Check the Appropriate Box if a Member of a Group (See Instructions):
             (a)
             (b)

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  3)   SEC Use Only

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  4)   Source of Funds (See Instructions):    WC

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  5)   Check if  Disclosure of  Legal Proceedings Is  Required Pursuant to Items
       2(d) or 2(e):
                        Not Applicable
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  6)   Citizenship or Place of Organization:    United States

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        Number of                        7) Sole Voting Power:        2,349,594*
                                            ------------------------------------
        Shares Beneficially              8) Shared Voting Power:              0
                                            ------------------------------------
        Owned by
        Each Reporting                   9) Sole Dispositive Power:   2,349,594*
                                            ------------------------------------
        Person With                     10) Shared Dispositive Power:         0
                                            ------------------------------------
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  11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                       2,349,594*
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  12)  Check if the  Aggregate Amount in Row (11)  Excludes Certain Shares  (See
       Instructions):           Not Applicable
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  13)  Percent of Class Represented by Amount in Row (11):      12.0%*

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  14)  Type of Reporting Person (See Instructions):     IN

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*As of August 30, 2007 (the "Reporting Date"),  Endowment Capital, L.P. and Long
Drive,  L.P., each a Delaware limited  partnership  (collectively,  the "Limited
Partnerships"),  own in the aggregate  2,349,594  shares of the Common Stock, no
par value per share (the "Shares"), of Kirkland's, Inc., a Tennessee corporation
(the "Company").  Endowment  Capital Group,  LLC, a Delaware  limited  liability
company  ("Endowment  LLC"),  is the sole general partner of each of the Limited
Partnerships.  Mr. Philip C. Timon (the "Reporting Person") is the sole managing
member of Endowment LLC.  As a result, the Reporting  Person  possesses the sole
power to vote and the sole power to direct the disposition of the Shares held by
the  Limited  Partnerships.   Pursuant  to  Rule  13d-3  promulgated  under  the
Securities  Exchange Act of 1934, as amended,  the Reporting Person is deemed to
be the  beneficial  owner of 2,349,594  Shares,  or  approximately  12.0% of the
Shares issued and outstanding, as of the Reporting Date.  The Reporting Person's
interest  in the Shares is limited to his  pecuniary  interest,  if any,  in the
Limited Partnerships.





Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Item 5 is hereby  amended by deleting  Item 5 in its  entirety  and by
substituting the following in lieu thereof:

          Based upon the  information  set forth in the Company's  Form 10-Q for
the quarterly period ending May 5, 2007, there were 19,647,127 Shares issued and
outstanding as of June 1, 2007.

          As of August 30, 2007 (the "Reporting Date"), the Limited Partnerships
owned in the  aggregate  2,349,594  Shares.  The  Reporting  Person  is the sole
managing  member of Endowment LLC,  which serves as the sole general  partner of
each of the Limited  Partnerships.  As a result,  the Reporting Person possesses
the sole  power to vote and the sole  power to  direct  the  disposition  of the
Shares held by the  Limited  Partnerships.  Pursuant  to Rule 13d-3  promulgated
under the Securities  Exchange Act of 1934, as amended,  the Reporting Person is
deemed to be the beneficial owner of 2,349,594 Shares, or approximately 12.0% of
the issued and outstanding Shares, as of the Reporting Date.

          The following table details the sale transactions,  each of which were
effected in an ordinary course brokerage  transaction,  by the Reporting Person,
in his capacity as sole  managing  member of  Endowment  LLC which serves as the
sole general partner of the Limited  Partnerships,  in Shares, since the date on
the event which  required  the filing of  Schedule  13D  Amendment  No. 1 by the
Reporting Person:

                  Date               Quantity           Price
                -----------------------------------------------

                8/30/2007             205,300           $1.75
                8/31/2007              75,000           $1.75

          Except  for the  transactions  listed  above,  neither  the  Reporting
Person,  any person or entity controlled by the Reporting Person, nor any person
or entity for which the Reporting Person possesses voting or investment  control
over the securities  thereof,  has transacted Shares, or securities  convertible
into,  exercisable  for, or exchangeable  for Shares since the date on the event
which  required  the filing of Schedule  13D  Amendment  No. 1 by the  Reporting
Person.







                                    Signature
                                    ---------

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

                                        September 12, 2007

                                        /s/  Philip C. Timon
                                        -------------------------------------
                                        Philip C. Timon, in his capacity as sole
                                        managing  member  of  Endowment  Capital
                                        Group,  LLC, the sole general partner of
                                        Endowment Capital,  L.P. and Long Drive,
                                        L.P.



      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001).