U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            FORM 10-QSB/AMENDMENT #2

                [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Three Months Ended:                                   September 30, 1998

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

For the transition period from:            to:

Commission file Number                                              0-14039

                         AMERICAN GENERAL VENTURES, INC.
                         -------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            NEVADA                                                11-2712721
            ------                                                ----------
(State or Other Jurisdiction of                                 I.R.S. Employer
 Incorporated or Organization)                                Identification No.

      3650 Austin Bluffs Parkway-Suite 138 Colorado Springs, Colorado 80918
      ---------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (719) 548-1616
                                 --------------
                         (Registrant's Telephone Number)

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 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 

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Check mark whether the issuer has filed all documents and reports required to be
filed by  Sections  2, 12, or 15 (d) of the  Securities  Exchange  Act after the
distribution of securities under a plan confirmed by a court. Yes__ No__

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each issuer's classes of common stock,
as of the latest practicable date.
                                
   Common Stock $.001 par value,                           11,298,268
   -----------------------------                           ----------
        (title of class)                            (Shares outstanding at 
                                                      September 30, 1998) 

<PAGE>


                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                    FOR THREE MONTHS ENDED SEPTEMBER 30, 1998

                                      INDEX

                         PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements
                                                                          PAGE 

     Balance Sheet as of September 30, 1998                                 3 
     
     Income Statements for three months and    
     nine months September 30, 1998 & 1997                                  4 

     Statement of Cash Flows for nine months ended                          
     September 30, 1998 & 1997                                              5 

ITEM 2 - Management Discussion and Analysis                                 6


                           PART II - OTHER INFORMATION

ITEMS 1-5                                                                   8


SIGNATURE PAGE                                                             12


                                       2
<PAGE>


                         AMERICAN GENERAL VENTURES, INC
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1998

                                                                    (UNAUDITED)
ASSETS                                                                9-30-98
Current Assets:
     Cash                                                                61,781
     Accounts Receivable, trade                                          21,466
     Inventory                                                          177,057
     Other Current Assets                                                   -0-
                                                                     ----------
     Total Current Assets                                               260,304

     Net Prop,Plant,Equip,                                               33,576

     Goodwill                                                            20,794

                                                                     ----------
Total Assets                                                            314,674
                                                                     ==========
LIABILITIES and STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts Payable-Shareholder                                       172,215
     Accounts Payable                                                   116,287
     Other Current Liabilities                                           11,437
                                                                     ----------
     Total Current Liabilities                                          299,939

Long Term Liabilities:
     Long Term Debt                                                     104,169
                                                                     ----------
Total Liabilities                                                       404,108

Stockholders' Equity:
     Common Stock, $001 par value                                        11,298
     11,298,268 shares issued
     and outstanding
     Paid in Capital                                                  2,613,546
     Accumulated Deficit                                             (2,714,278)
                                                                     ----------
     Shareholder's equity                                               (89,434)
     (deficit)
     Total Liabilities & Equity                                         314,674
                                                                     ==========
                                       3
<PAGE>
<TABLE>
<CAPTION>


                              AMERICAN GENERAL VENTURES, INC.
                               CONSOLIDATED INCOME STATEMENT
                      THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
                                       (UNAUDITED)

                                     Three Months Ended            Nine Months Ended
                                        September 30,                 September 30,
                                  -------------------------    --------------------------
                                     1998           1997           1998           1997
                                  ----------    -----------    -----------    -----------
<S>                                  <C>            <C>            <C>            <C>    
REVENUES                             385,961        109,385        579,472        717,961

Cost and Expenses:
         Cost of Sales               300,792         86,414        465,848        574,494
         Sell & General Admin         44,326         73,372        170,043        268,408

                                 -----------    -----------    -----------    -----------
         Total Cost & Expenses       345,118        159,786        635,891        842,902
                                 -----------    -----------    -----------    -----------
Income (Loss) from Operations         40,843        (50,401)       (56,419)      (124,941)

Interest Expense                      (4,987)           -0-         (4,987)           -0-

Net Income(Loss)Before Taxes          35,856        (50,401)       (61,406)      (124,941)

Income Tax Expense                       -0-            -0-            -0-            -0-

Net Income (Loss)                     35,856        (50,401)       (61,406)      (124,941)
Net Income Per Common Share              .00            .00            .00            .00

Weighted Average Common           11,293,268      9,670,833     11,095,126      9,547,222
Shares Outstanding
                                 ===========    ===========    ===========    ===========

</TABLE>


                                       4
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                             CONSOLIDATED CASH FLOW
                FOR NINE MONTHS ENDING SEPTEMBER 30, 1998 & 1997

                                   (UNAUDITED)

                                                             1998         1997
                                                          ----------------------

Cash Flow from Operating Activities
         Net Income (Loss)                                 (61,406)    (124,941)

Adjustments to Reconcile Net Income
to Net Cash:
    Depreciation and Goodwill                                5,815          -0-
         Inc (Dec) in Accounts Receivable (20,041)         (46,921)
         Inc (Dec) in Inventory                                -0-     (108,013)
         Inc (Dec) in Other Assets                             198        2,000
         Inc (Dec) in Accounts Payable                    (173,559)      14,247
         Inc (Dec) in Other Accrued                        134,870     (172,402)
               Liabilities

Net Cash Provided by (Used In)
Operating Activities                                      (114,123)    (436,030)

Cash Flow from Investing Activities:
         Inc (Dec) in Marketable Sec                           -0-          -0-
         Plant and Equipment                                   -0-          (29)

Net Cash Provided by (Used in)
Investing Activities                                           -0-          (29)

Cash Flow from Financing Activities:
         Inc (Dec) in Notes Payable                            -0-          -0-
         Inc (Dec) in Notes Pay-Walker                     (11,046)     260,061
         Inc (Dec) in Long Term Debt                       (14,217)     (35,496)
         Inc (Dec) in Common Stock                             703          842
         Inc (Dec) in Paid in Capital                      182,758      203,741
Net Cash Provided by (Used in)
Financing Activities                                       158,198      429,148

         Inc (Dec) in Cash                                  44,075       (6,911)

         Cash (Beginning)                                   17,706       23,984

         Cash (Ending)                                      61,781       17,073


                                       5
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                   FOR THE THREE MONTHS ENDED SEPTEMBER, 1998

                   ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS


Results of Operations

During the period  from July 1, 1998  through  September  30,  1998 the  Company
revenues were $385,961  compared with $109,385 for the same period in 1997.  The
increase in revenues was due to the Company's subsidiary ACI Micro Systems, Inc.
restructuring  its  strategy  by  concentrating  on web site  online  sales.  In
addition to selling its products through Wal-Mart Online,  the Company developed
its own web site offering its branded  computers at extremely  competitive price
points.  The combination of sales through  Wal-Mart Online and the Company's web
site increased it computer sales by more than 350 percent.

Net income for this period was $35,856  compared to a loss of ($50,401)  for the
same period in 1997.  The  increase  in income was due to the  increase in sales
generated  through  Wal-Mart  Online and the  Company's  web site.  During  this
current period  Wal-Mart  Online  introduced the Company's  build to order (BTO)
computer. The BTO accounted for an eighty percent increase in sales generated by
Wal-Mart Online.

The increase in profits was also due to the Company  reducing its costs incurred
by returns from Wal-Mart retail outlets. The company's strategy of marketing its
product solely through the internet has proven effective in reducing returns.

The  Company's  sales  through its own web site were nearly sixty percent of its
revenues.  The Company's  success in online sales is directly  correlated to its
banner ads that ran on Hotmail, the world's largest free e-mail company that was
recently  acquired  by  Microsoft.  The  Company  continues  to use  Hotmail  to
advertise  its products,  but plans to expand its banner ads on  additional  web
site promoters and expects that the additional exposure will result in increased
revenues and profits.


                                       6
<PAGE>


The results of Operations for the first three quarters of 1998 are as follows:

                                   1st          2nd          3rd         Nine
                                 Quarter      Quarter      Quarter      Months
                                 -------      -------      -------      ------

Revenues                        $  73,193    $ 120,318    $ 385,961   $ 579,472

Total Cost & Expenses             127,556      163,217      345,118     635,891
                                ---------    ---------    ---------   ---------
Income/(Loss) From                (54,363)     (42,899)      40,843     (56,419)
Operations

Other Income/Expense                                         (4,987)

Net Income/(Loss)                 (54,363)     (42,899)      35,856     (61,406)

Revenues

In the first quarter of 1998,  revenue was impacted by the Company's decision to
sell its products only through Wal-Mart Online web page  (www.Wal-Mart.com)  and
not in Wal-Mart's retails stores. During this period, Wal-Mart Online was in its
development stage and there was essentially no marketing for Online products.

In the second quarter of 1998, the Company offered seven pre-configured computer
systems on Wal-Mart's web page favorably impacting revenue in the quarter.

In the third  quarter of 1998,  the Company  developed its own web site offering
its branded  computers  at  extremely  competitive  price  points in addition to
selling its products through  Wal-Mart Online.  The combination of sales through
Wal-Mart  Online and the Company's Web site increased its computer sales by more
than 350 percent.  It should be noted that nearly sixty percent of the Company's
sales are through its own web site.

The fourth quarter revenues for 1998 will be adversely impacted by the fact that
the Wal-Mart  agreement has been put on hold.  The Wal-Mart  contract was put on
hold as a result of materials  provided by the Company's  third party  suppliers
not meeting Wal-Marts and Company's specifications.

In 1998,  the  Company  adopted a "just in time"  inventory  method.  A physical
inventory of  materials  on will be performed in the fourth  quarter of 1998 and
any excess or obsolete  material  will be written off to P&L.  There is over one
month's worth of inventory on hand due to the fact that a considerable amount of
dollars represent accessory or specialty products that are not components of the
basic computer systems sold.

                                       7
<PAGE>


Working Capital and Capital Resources

Working capital at September 30, 1998 (current assets less current  liabilities)
totaled  ($39,635)  compared to $163,634 at September 30, 1997.  The decrease in
working capital was due to a decrease in inventory and an increase in short term
debt to its President Steven H. Walker.

The Company has adopted a "just in time" method of  inventory  that has resulted
in the need for using capital to purchase  products  before they are sold.  This
strategy  allows the Company to maintain its cash  position and reduces the cost
of inventory that depreciates rapidly in the computer industry.

The Company has  determined  that its working  capital is sufficient to continue
operations  and that no  significant  adjustments  were  necessary  during  this
current quarter.

PART II OTHER INFORMATION

Item 1 Legal Proceedings

The Company's subsidiary, ACI Micro Systems, Inc. suit by Cal IC was tentatively
accepted with no judgement against the Company. The settlement when finalized in
the fourth quarter of 1998 will result in a reduction of $20,000  claimed by Cal
IC.

The Company was also successful in negotiating a settlement  reducing the amount
of a debt  claimed by  Worldnet  from  $110,000  to  $32,000.  Settlement  to be
formalized in the fourth quarter of 1998.

Two other  suppliers  have  recently  made demands for payment.  Daytek  alleges
$27,000 is due and Altura PC Systems claims $21,350.  Both claims are in dispute
and negotiations will likely result in settlement of both at reduced amounts.

The Denver Regional office of the FCC has fined ACI Micro Systems,  Inc. $10,000
for not complying with rules and  regulations  that are no longer  applicable to
computer  manufacturers and resellers.  ACI Micro Systems, Inc. denies that they
were in violation  and have appealed the action to the FCC in  Washington,  D.C.
The fine was imposed more than five years ago and no  litigation  by the FCC has
been pursued.

Item 2 Changes in  Securities - 10,000  shares of common stock were issued to an
investor.

                                       8
<PAGE>
<TABLE>
<CAPTION>



AGV Changes in Equity
Nine Months Ending September 30, 1998

                                           1st Quarter                  2nd Quarter                3rd Quarter                YTD
                               12/31/97        Change      3/31/98         Change      6/30/98       Change     9/30/98      Change
                               --------        ------      -------         ------      -------       ------     -------      ------
Stockholders' Equity
<S>                              <C>              <C>        <C>              <C>        <C>             <C>      <C>           <C>
  Common Stock                   10,594           105        10,699           589        11,288          10       11,298        704
  Paid In Capital             2,430,788        21,345     2,452,133       110,723     2,562,856      50,690    2,613,546    182,758
  Accumulated Deficit        (2,652,872)      (54,363)   (2,707,235)      (42,899)   (2,750,134)     35,856   (2,714,278)   (61,406)
                              -----------------------------------------------------------------------------------------------------
Total Stockholders' Equity     (211,490)      (32,913)     (244,403)       68,413      (175,990)     86,556      (89,434)   122,056
                              -----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                     Par Value
                                                                       Common          .0010      Paid In       Additional
         Activity                        Date    Bid Price Per Share   Shares            $        Capital      Compensation
         --------                        ----    --------- ---------   ------          -----      -------      ------------
<S>                                     <C>       <C>       <C>        <C>                <C>        <C>            <C>  
Balance 12/31/97                                                    10,593,666       $ 10,594   $ 2,430,768

1st Quarter Change
  Shares Issued For Cash
    Mahoney                             3/31/98   $  0.28   $  0.28    100,000            100        19,900       $ 8,000

  Shares Issued For Wages Or Services
    Neal                                3/31/98   $  0.28   $  0.28        357           --             100
    Hansen                              3/31/98   $  0.28   $  0.28      4,285              4         1,196
    Ryan                                3/31/98   $  0.28   $  0.28        535              1           149
                                                                       -------            ---        ------

Total 1st Quarter Change                                               105,177            105        21,345         8,000
                                                                       -------            ---        ------         -----

2nd Quarter Change
  Shares Issued For Cash
    Mahoney                             5/26/98   $  0.28   $  0.32     85,000             85        16,915        10,200
    Mahoney                             6/3/98    $  0.28   $  0.28     65,000             65        12,935         5,200
    Giasone                             6/3/98    $  0.28   $  0.28      7,500              7         1,493           600
    Mahoney                             6/16/98   $  0.28   $  0.28    140,000            140        20,860        18,200

  Shares Issued For Debt Conversion
    Walker                              5/15/98   $  0.28   $  0.22    285,000            285        56,715         5,700

  Shares Issued For Wages Or Services
    Lohman                              5/15/98   $  0.28   $  0.22      5,000              5         1,095
    Neely                               6/3/98    $  0.28   $  0.37      1,925              2           710
                                                                       -------            ---       -------        ------

Total 2nd Quarter Change                                               589,425            589       110,723        39,900
      -                                                                -------            ---       -------        ------

3rd Quarter Change
  Shares Issued For Cash
    Mahoney                             8/3/98    $  0.28   $  0.28     10,000             10         1,990           800

Record Additional Compensation                                                                       48,700       (48,700)

                                                                        ------            ---        ------        ------
Total 3rd Quarter Change                                                10,000             10        50,690       (47,900)
                                                                        ------            ---        ------        ------

                                                                        ------            ---        ------        ------
YTD Change                                                             704,602            704       182,758          --
                                                                       =======            ===       =======        ======

                                       9
</TABLE>
<PAGE>


Item 3 Defaults Upon Senior Securities - None

Item 4 Submission of Matters to a Vote of Securities  Holders - The shareholders
elected three  directors to the Company's  Board of Directors.  Steven H. Walker
was elected as a Director and Chair of the Board. Adrian Belinne and Christopher
Walker were also elected as directors to the Board of Directors.

Item 5 Other Information - Year 2000 Compliance

The Company is in the  process of a  comprehensive  assessment  of all Year 2000
issues  and  how  the   business   will  be  affected.   Computer   systems  and
computer-controlled  devices that can be  potentially  affected by the Year 2000
issue have been reviewed. These include the following:
      
     Telephones and fax machines                    
     Information technology hardware              
     Financial and financial reporting applications
     Operations and operational support applications
     Scheduling systems
     Operating systems

Preliminarily, each of the above cases it was found that the Year 2000 issue did
not have any significant  potential impact on future core business operations or
financial reporting.

The Company is  reviewing  the ability of key  suppliers  to continue to provide
materials and services.  All key suppliers either are compliant or have programs
in place to be compliant by the Year 2000.

                                       10
<PAGE>


The  Company  plans  to hire an  outside  consultant  to  evaluate  and test the
Company's internal systems in the first quarter of 1999.

COSTS

No  external  conversion  cost  has  been  incurred  to  date.  Only  cost to be
considered is a salary  allocation  of the  employees  involved in the Year 2000
study. The Company plans to hire an outside  consultant to evaluate and test the
Company's internal systems in the first quarter of 1999.

WORST-CASE SCENARIOS

The Company's own web site does not function or its suppliers  will be unable to
provide equipment for resale.

CONTINGENCY PLANNING

The Company is  developing a  contingency  plan that would enable it to continue
uninterrupted  service  to its  customers  in the event a critical  supplier  of
materials and services develops a problem in implementing Year 2000 plans.

SUMMARY

Based on the activities  reviewed  above,  the Company expects to be 100 percent
internally  compliant with Year 2000 requirements by May, 1999. The Company does
not believe that the Year 2000 issues will have a material adverse effect on its
financial  condition or results of operations.  It is anticipated  that the Year
2000  issue is not  substantial  with  respect  to the  Company's  property  and
equipment,  though the  Company  is  continuing  to assess  and modify  computer
systems,  facilities,  and business  processes  to provide for their  continuing
functionality.  The Company believes that  modification of existing software and
conversions  to new software  and systems  will result in Year 2000  compliance.
However,  given the complexity of the Year 2000 issue,  and the massive  changes
required of government agencies and large  corporations,  the impact on business
operations because of failure by the Company to achieve  compliance,  or failure
of external  entities to achieve  compliance,  which the Company cannot control,
could  adversely  affect  the  Company's  consolidated  results  of  operations.
Information contained in this Year 2000 Compliance Summary other than historical
information,  may be considered  forward-looking in nature. As such, it is based
upon  certain  assumptions  and is subject to various  risks and  uncertainties,
which may not be controllable by the Company.

                                       11
<PAGE>


To the extent that these  assumptions  prove to be  incorrect,  or should any of
these risks or uncertainties,  the actual results may vary materially from those
which were anticipated.

Item 6 Exhibits and Reports on Form 8-K - None





                                   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.


                                              AMERICAN GENERAL VENTURES, INC.


                                              By: /s/ Steven Walker
                                                 -------------------------------
                                                 President/CEO

Date: January 26, 1999


                                       12