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: September 30, 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.

                      3650 Austin Bluffs Parkway-Suite 138
                           Colorado Springs, Colorado
                     --------------------------------------
                    (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,                                    9,200,000
-----------------------------                              ---------------------
     (title of class)                                     (Shares outstanding at
                                                            September 30, 1997)


<PAGE>


                               
AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                    FOR THREE MONTHS ENDED SEPTEMBER 30, 1997


                                      INDEX


                         PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                   PAGE

     Balance Sheet as of                                         3
     September 30, 1997 & September 30,1996

     Income Statements for quarters ending                       4   
         September 30, 1997 & 1996

         Statement of Cash Flows for three months ended          5   
         September 30, 1997 & 1996

ITEM 2 - Management Discussion and Analysis                      6


                           PART II - OTHER INFORMATION

ITEMS 1-5                                                        7


SIGNATURE PAGE                                                   8





                                       2

<PAGE>


                         AMERICAN GENERAL VENTURES, INC
                           CONSOLIDATED BALANCE SHEET
                     SEPTEMBER 30, 1997 & SEPTEMBER 30, 1996
                                   (UNAUDITED)

ASSETS                                                9-30-97          9-30-96
------                                                -------          -------

Current Assets:
         Cash                                           17,073          (47,048)
         Marketable Securities                             -0-              -0-
         Accounts Receivable                            66,472          299,743
         Inventory                                     276,000          500,393
         Other Current Assets                              -0-              -0-
                                                    ----------       ----------
         Total Current Assets                          359,545          753,088

         Net Prop,Plant,Equip                           70,118           31,552
         Other Assets                                   29,971           27,360
                                                    ----------       ----------
Total Assets                                           470,136          812,000
                                                    ==========       ==========
LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities:
         Notes Payable-Officer                             -0-          302,573
         Accounts Payable                              188,478          138,669
         Other Current Liabilities                       7,433            8,033
                                                    ----------       ----------
         Total Current Liabilities                     195,911          449,275

Long Term Liabilities:
         Notes Payable-Officer                             -0-          129,691
     Long Term Debt                                     35,945              -0-
                                                    ----------       ----------
Total Liabilities                                      231,406          578,966

Stockholders' Equity:
         Common Stock                                9,200,000        9,200,000
         Paid in Capital                             1,702,099        1,702,099
         Accumulated Deficit                        (1,588,400)      (1,478,265)
                                                    ----------       ----------
         Total Equity                                  238,730          233,034
                                                    ----------       ----------
         Total Liabilities & Equity                    470,136          812,000
                                                    ==========       ==========





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<PAGE>



                         AMERICAN GENERAL VENTURES, INC.
                          CONSOLIDATED INCOME STATEMENT
                      QTRS ENDING SEPTEMBER 30, 1997 & 1996
                                   (UNAUDITED)

                                                      3RD QTR           3RD QTR
                                                       1997              1996
                                                    ----------        ----------

REVENUES                                               109,385           504,728

Cost and Expenses:
         Cost of Sales                                  86,414           355,445
         Sell & General Admin                           73,372           119,242
         Interest                                          -0-               -0-
                                                    ----------        ----------
         Total Cost & Expenses                         159,786           474,687
                                                    ----------        ----------
Income (Loss) from Operations                          (50,401)           30,041

Interest Income                                            -0-               -0-

Net Income (Loss) Before Taxes                         (50,401)           30,041

Income Tax Expense                                         -0-               -0-

Net Income (Loss)                                      (50,401)           30,041
Net Income Per Common Share                                .00               .00

Weighted Average Common Shares                       9,200,000         9,200,000
Outstanding
                                                    ==========        ==========

 

                                      4


<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                             CONSOLIDATED CASH FLOW
                FOR THREE MONTHS ENDING SEPTEMBER 30, 1997 & 1996
                                   (UNAUDITED)

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

Cash Flow from Operating Activities
         Net Income (Loss)                               (50,401)        30,040

Adjustments to Reconcile Net Income
to Net Cash:
         Inc (Dec) in Accounts Receivable                162,256       (122,806)
         Inc (Dec) in Inventory                          (27,600)       (37,577)
         Inc (Dec) in Other Assets                        (2,479)           361
         Inc (Dec) in Accounts Payable                   (75,567)        60,480
         Inc (Dec) in Payroll Tax Payable                    -0-          1,343
         Inc (Dec) in Sales Tax Payable                      -0-           (744)
                                                        --------       --------
Net Cash Provided by (Used In)
Operating Activities                                      56,610        (98,943)

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-          1,373
         Inc (Dec) in Notes Pay-Walker                       -0-         20,000
                                                        --------       --------
Net Cash Provided by (Used in)
Financing Activities                                       6,209         21,373
                                                        --------       --------

         Inc (Dec) in Cash                                 6,209        (47,529)

         Cash (Beginning)                                 17,073            498

         Cash (Ending)                                    23,282        (47,031)






                                       5

<PAGE>



                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                   FOR THE THREE MONTHS ENDED SEPTEMBER, 1997

                   ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS


Results of Operations

During the period  from July 1, 1997  through  September  30,  1997 the  Company
revenues were $109,385,  compared with $504,728 for the same period in 1996. The
decrease in revenues was due to the Company's subsidiary ACI Micro Systems, Inc.
restructuring  its approach from selling its products to Wal-Mart  retail stores
to selling its products solely through Wal-Mart  Online.  Wal-Mart Online issued
ACI a second  vendor  agreement  allowing  the  Company  to sell  pre-configured
desktop computers, notebook computers and build to order (BTO) computers through
its Web Site. By restructuring  ACI's direction to Wal-Mart Online only,  orders
to Wal-Mart retail stores were  discontinued  and resulted in a significant drop
in revenues for the third Quarter.  Some of the reasons for the restructure were
due to the following:

1. Wal-Mart Online does not require the Company to guaranty its sales.  That is,
the Company's  products are delivered  only after its product has been purchased
by the end user.  Some of the  Wal-Mart  retail  stores had over  estimated  its
computer sales and when the computers were not sold, they returned the computers
to the Company. The computer industry is plagued with obsolescence that resulted
in returned, dated product to the Company.
Significant losses are incurred when liquidating or upgrading the product.

2.  Wal-Mart  Online has given the Company an exclusive  for the BTO desktop and
notebook computers.

3. Wal-Mart Online pays net fifteen days from date of shipment.

4. Wal-Mart Online is a new division within Wal-Mart Stores, Inc. and its growth
parallels  the  expected  growth for the  Company.  Last  quarter  ACI had sales
through  Wal-Mart  Online of  $950.00;  this  quarter ACI had  revenues  through
Wal-Mart  Online of $72,287  and expects  that the next  quarter  will  generate
$150,000 in revenues through  Wal-Mart Online.  ACI Wal-Mart Online revenues are
in the top five for all  Online  vendors  and do not  include  BTO and  notebook
computer sales.

                                       6


<PAGE>



                                      

5.  Since the  Wal-Mart  Online  sales are  shipped  only  when the  product  is
purchased,  the need for  stocking  inventory is greatly  reduced.  Just in time
method  of  purchasing  inventory  also  reduces  computer  components  becoming
obsolete and reduces cost of goods sold.

Profits (loss) were ($50,401)  compared to $30,041 compared to the same period a
year ago. The losses were due to reduced  revenues  because the Company  stopped
selling  product to Wal-Mart retail stores and focused solely on Wal-Mart Online
sales.

Working Capital and Capital Resources

Working capital at September 30, 1996 (current assets less current  liabilities)
totaled  163,634  compared to $303,813 at June 30, 1996. The decrease in working
capital was due to a decrease in accounts receivable and inventory.

The Company has determined that no significant adjustments were necessary during
this current quarter.




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






                                       7

<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 thereunto duly authorized.


                                  AMERICAN GENERAL VENTURES, INC.


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

Date: December 11, 1997




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