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

                               FORM 10-QSB/AMENDED

                [ 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 & September 30,1997                               3

     Income Statements for quarters ending                            
     September 30, 1998 & 1997                                            4   
    
     Statement of Cash Flows for three months ended                
     September 30, 1998 & 1997                                            5    

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, 1998 & SEPTEMBER 30, 1997

                                   (UNAUDITED)

ASSETS                                                9-30-98         9-30-97
------                                                -------         -------

Current Assets:
         Cash                                           61,781           17,073
         Accounts Receivable, trade                     21,466           66,472
         Inventory                                     177,057          276,000
         Other Current Assets                              -0-              -0-
                                                    ----------       ----------
         Total Current Assets                          260,304          359,545
         Net Prop,Plant,Equip, net                      33,576           70,118
         Of accumulated depreciation
          of $46,391
         Goodwill, net of                               20,794           24,971
          amortization of $26,974
                                                    ----------       ----------
Total Assets                                           314,674          454,634
                                                    ==========       ==========

LIABILITIES and STOCKHOLDERS' EQUITY
------------------------------------

Current Liabilities:
         Notes Payable-Shareholders                    172,215              -0-
         Accounts Payable                              116,287          188,478
         Other Current Liabilities                      11,437            7,433
         Total Current Liabilities                     299,939          195,911

Long Term Liabilities:
     Long Term Debt                                    104,169          689,733
                                                    ----------       ----------
Total Liabilities                                      404,108          885,644

Stockholders' Equity:

Common Stock                                            11,298           10,042
         Paid in Capital                             2,613,546        1,905,840
         Accumulated Deficit                        (2,714,278)      (2,346,892)
                                                    ----------       ----------
         Shareholder's equity                          (89,434)        (431,010)
         (deficit)
Total Liabilities & Equity                             314,674          454,634


                                       3
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                          CONSOLIDATED INCOME STATEMENT
                      QTRS ENDING SEPTEMBER 30, 1998 & 1997

                                   (UNAUDITED)

                                                   3RD QTR            3RD QTR
                                                    1998                1997
                                                    ----                ----

REVENUES                                             385,961            109,385

Cost and Expenses:
         Cost of Sales                               300,792             86,414
         Sell & General Admin                         44,326             73,372
                                                 -----------        -----------
         Total Cost & Expenses                       350,105            159,786
                                                 -----------        -----------
Income (Loss) from Operations                         40,843            (50,401)

Interest Expense                                      (4,987)               -0-

Net Income (Loss) Before Taxes                        35,856            (50,401)

Income Tax Expense                                       -0-                -0-

Net Income (Loss)                                     35,856            (50,401)
Net Income Per Common Share                              .00                .00

Weighted Average Common Shares                    
Outstanding                                       11,298,268         10,041,666
                                                 ===========        ===========

                                       4

<PAGE>


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

                                   (UNAUDITED)

                                                           1998          1997
                                                           ----          ----

Cash Flow from Operating Activities
         Net Income (Loss)                                 35,856       (50,401)

Adjustments to Reconcile Net Income
to Net Cash:
     Depreciation and Goodwill                              1,937           -0-
         Inc (Dec) in Accounts Receivable                  (6,813)        7,408
         Inc (Dec) in Inventory                           (25,187)       19,783
         Inc (Dec) in Other Assets                            -0-           -0-
         Inc (Dec) in Accounts Payable                   (142,241)     (102,453)
         Inc (Dec) in Other Accrued Liabilities            76,461      (135,289)
                                                         --------      --------
Net Cash Provided by (Used In)
Operating Activities                                      (59,987)     (260,952)

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-           -0-
         Inc (Dec) in Notes Pay-Walker                    104,169       115,899
         Inc (Dec) in Long Term Debt                      (35,495)      (35,495)
         Inc (Dec) in Common Stock                              9           742
         Inc (Dec) in Paid in Capital                      50,690       193,841
                                                         --------      --------
Net Cash Provided by (Used in)
Financing Activities                                      119,373       274,987

         Inc (Dec) in Cash                                 59,386        14,035

         Cash (Beginning)                                   2,395         3,038

         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.

Working Capital and Capital Resources

Working capital at September 30, 1998 (current assets less current  liabilities)
totaled  ($39,635)  compared to $(196,802) at June 30, 1998. Dr. Walker deferred
his  salary and loaned  the  company  additional  funds to pay off debts owed to
vendors reducing the Company's accounts payable to vendors by more than $80,000.

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

                                       6
<PAGE>


PART II    OTHER INFORMATION

Item 1 Legal Proceedings

The Company's  subsidiary,  ACI Micro  Systems,  Inc. suit by Cal IC was settled
with no judgement against the Company. The settlement resulted in a reduction of
$20,000 claimed by Cal IC.

The Company was also  successful  in  reducing  the amount of a debt  claimed by
Worldnet from $110,000 to $32,000. Worldnet has been paid and the claim has been
satisfied.

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 - None

Item 3 Defaults  Upon Senior  Securities  - 10,000  shares of common  stock were
issued this quarter.

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 - 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: January 6, 1999