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

                                   FORM 10-QSB

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

For the Three Months Ended:    March 31, 1997
                               --------------

                [ X ] 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.

                                1065 Elkton Drive
                           Colorado Springs, Colorado
                     --------------------------------------
                    (Address of Principal Executive Offices)

                                 (719) 532-9442
                          -----------------------------
                         (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,                           9,200,000
     (title of class)                            (Shares outstanding at
                                                     March 31, 1997)


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<PAGE>



                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                      FOR THREE MONTHS ENDED MARCH 31, 1997


                                      INDEX


                         PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                 PAGE

     Balance Sheet as of March 31, 1997 & 1996                 3

     Income Statements for quarters ending                     4
     March 31, 1997 & 1996

     Statement of Cash Flows for three months
     ended March 31, 1997 & 1995                               5

ITEM 2 - Management Discussion and Analysis                    6

                           PART II - OTHER INFORMATION

ITEMS 1-5                                                      7


SIGNATURE PAGE                                                 7












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<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                           CONSOLIDATED BALANCE SHEET
                         MARCH 31, 1997 & MARCH 31, 1996

ASSETS                                                3-31-97          3-31-96
                                                    ----------       ----------
Current Assets:
         Cash                                           (7,898)         (34,015)
         Accounts Receivable                           131,501          192,999
         Inventory-For Sale                            240,211          404,574
         Inventory-Office Equipment                        -0-            7,642
                                                    ----------       ----------
         Total Current Assets                          363,814          571,200

         Net Prop,Plant,Equip and                       70,089           31,552
         Vehicles, Less Accumulated
         Depreciation (($27,454)
         Other Assets (Goodwill)                        24,971           27,360
                                                    ----------       ----------
         Total Assets                                  458,874          630,112
                                                    ==========       ==========

LIABILITIES and STOCKHOLDERS' EQUITY

         Current Liabilities
         Account Payables                              194,394           36,903
         Other Current Liabilities                      10,051           75,259
         Accrued Salaries-Officers                      98,075              -0-
         Bank Line of Credit                               -0-          150,000
         Accrued Interest                               25,729
                                                    ----------       ----------
         Total Current Liabilities                     328,249          252,162

Long Term Liabilities:
         Notes Payable-Officer                         396,528          129,691
         Bank Loan                                      35,495
                                                    ----------       ----------
         Total Long Term Liabilities                   432,023          129,691
                                                    ----------       ----------
         Total Liabilities                             760,272          381,853

Stockholders' Equity:
         Common Stock                                    9,200              800
         Paid in Capital                             1,702,099        1,671,499
         Beginning Retained Earning,                (2,012,697)      (1,569,697)
                                                    ----------       ----------
         Total Equity                                 (301,398)         248,259
                                                    ----------       ----------
         Total Liabilities & Equity                    458,874          630,112
                                                    ==========       ==========


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<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                          CONSOLIDATED INCOME STATEMENT
                       QTRS ENDING MARCH 31, 1997 & 1996

                                                         1ST QTR        1ST QTR
                                                          1997            1996
                                                        --------        --------

REVENUES                                                 297,849         417,078

Cost and Expenses:
         Cost of Sales                                   242,937         270,172
         Sell & General Admin                             97,445         111,673
         Interest                                            -0-             -0-
                                                        --------        --------
         Total Cost & Expenses                           340,382         381,835
                                                        --------        --------
Income (Loss) from Operations                            (42,533)         35,233
                                                        --------        --------

Other Income & Expenses:
         Interest Income                                     -0-             -0-
                                                        --------        --------
         Total Other Income/Expense                          -0-             -0-
                                                        --------        --------

Net Income (Loss)                                        (42,533)         35,233
                                                        ========        ========








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<PAGE>

                         AMERICAN GENERAL VENTURES, INC.
                             CONSOLIDATED CASH FLOW
                  FOR THREE MONTHS ENDING MARCH 31, 1997 & 1996


                                                          1997           1996
                                                        --------       --------

Cash Flow from Operating Activities
         Net Income (Loss)                               (42,533)        35,233


Adjustments to Reconcile Net Income
to Net Cash:
         Inc (Dec) in Accounts Receivable                246,190       (192,999)
         Inc (Dec) in Inventory                         (217,840)      (118,814)
         Inc (Dec) in Other Assets                         1,931            -0-
         Inc (Dec) in Accounts Payable                    20,162         36,903
         Inc (Dec) in Payroll Tax Payable                 (4,262)           -0-
         Inc (Dec) in Sales Tax Payable                     (501)         1,830
                                                        --------       --------
Net Cash Provided by (Used In
Operating Activities                                      45,680       (239,122)

Cash Flow from Investing Activities:
         Inc (Dec) in Marketable Sec                         -0-            -0-
         Plant and Equipment                                 -0-            -0-
                                                        --------       --------
Net Cash Provided by (Used in)
Investing Activities                                         -0-            -0-

Cash Flow from Financing Activities:
         Inc (Dec) in Notes Payable                          -0-        150,000
         Inc (Dec) in Notes Pay-Walker                   (33,144)        60,000
         Inc (Dec) in Long-Term Debt                      (1,995)           -0-
                                                        --------       --------
Net Cash Provided by (Used in)
Financing Activities                                     (35,099)       210,000
                                                        --------       --------

         Inc (Dec) in Cash                               (31,952)       (29,122)

         Cash (Beginning)                                 23,923         (4,893)

         Cash (Ending)                                    (8,029)       (34,015)
                                                        ========       ========


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<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                                   FORM 10-QSB
                    FOR THE THREE MONTHS ENDED MARCH 31, 1997


                   ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

From January 1, 1997 through  March 31, 1997 the Company  revenues were $297,849
compared with $417,078 for the same period a year ago. The Company had a loss of
($42,533)  for this period  compared to a gain of $35,233 the same period a year
ago.  The loss was due to an increase in selling and general and  administrative
expenses arising from the Company's  expansion into more Wal-Mart  stores.  Even
though the Company  continued to expand into additional  Wal-Mart  stores,  less
product was shipped  because there was an  uncertainty as to whether the Company
would receive interim  financing.  The Company did not take some orders for fear
that they  might not get  filled  and  possibly  affect  its  relationship  with
Wal-Mart.  The Company has slowed its  expansion  from previous  quarters  until
there is assurance that demand can be met. Sales to Wal-Mart for the 1st quarter
1997  were  nearly  the same as for the 1st  quarter  in  1996.expects  that the
expansion will result in increased revenues in the future.

The Company has modified its  marketing  approach with  Wal-Mart.  The number of
computers  shipped to a Wal-Mart store will be contingent upon the  demographics
of the store's  location.  The Company has also  implemented  a way for Wal-Mart
customers to customize  the  configuration  of the computer they  purchase.  The
electronic department, in some Wal-Mart stores, have configuration sheets that a
customer  may use to  choose  the  computer  components  in his or her  computer
system.  The "build your own computer" concept reduces the need for stocking and
nullifies the guaranteed sale provision in the Company's  vendor  agreement with
Wal-Mart.

The  Company  has  expanded  its  marketing  to the  Internet.  A second  vendor
agreement  with  Wal-Mart  allows  the  Company  to sell its  computers  through
Wal-Mart's world wide web page(www.Wal-Mart.com).  Seven computer models are now
on Wal-Mart's page and the "build your own computer" is expected to be available
by the end of July 1997.

The  Commerce  Department  expects  that by the year  2000,  there  will be $200
billion  in  sales  on the  Internet  in the  United  States.  The  Company  has
positioned  itself  nicely to exploit this market.  The Company is on Wal-Mart's
and Prodigy's World Wide Web(www.Prodigy.net)  site, is promoted by the Internet
Stock Guide (www.StockGuide.com) and Stock Research Group  (www.StockGroup.com),
and has its own web page (www.ACImicro.com. Each of the sites are linked to each
other  and  provides  information  about the  Company  and how to  purchase  its
product.  Management  feels that the Company is well  positioned to benefit from
the tremendous market available through the Internet.

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<PAGE>


The Company's  agreement with The Internet  StockGuide(ISG)  provides for ISG to
promote the Company on its web page.  ISG promotes  only small cap companies and
limits the number of companies  to 19 they  feature on their web page.  ISG fees
will be paid through the issuance of the  Company's  common stock and options to
purchase the Company's common stock. Steven Walker, President of the Company has
returned  1,000,000 shares of his personal stock to the Company so that when the
first tiers of the options are exercised,  the existing shareholders will not be
diluted.

Working Capital and Capital Resources

Working  capital at March 31, 1997  (current  assets less  current  liabilities)
totaled  $35,565  compared  with  $319,038 at March 31,  1996.  The  decrease in
working  capital  was due to  increased  expenses  required  for the  Company to
continue its expansion  with  Wal-Mart  stores.  The  expansion  costs have been
financed by personal  loans from  Company's  President,  Steven  Walker.  Steven
Walker has demonstrated his confidence in the Company's  potential by personally
loaning the Company $465,000.

The Company has  commitments  from an  investment  banker to factor its Wal-Mart
purchase  orders.  The funds available from the investment  banker is sufficient
for major growth.  The Company is seeking interim financing to be used primarily
for marketing expenses.

PART II    OTHER INFORMATION

Item 1     Legal Proceedings

     The Company knows of no litigation pending, threatened or contemplated,  or
unsatisfied  judgments  against the Company,  nor any  proceedings  to which the
Company is a party that will adversely affect the Company.

Item 2     Changes in Securities - None

Item 3     Defaults Upon Senior Securities - None

Item 4     Submission of Matters to a Vote of Securities Holders - None

Item 5     Other Information - None

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




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<PAGE>



                                   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 thereto duly authorized.


                                  AMERICAN GENERAL VENTURES, INC.


                                  By: /S/  STEVEN H. WALKER
                                     ------------------------------------------
                                     President/CEO

Date: July 7, 1997



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