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, 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),  (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,                          11,200,843
(title of class)                          (Shares outstanding at March 31, 1998)


<PAGE>


                        AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                      FOR THREE MONTHS ENDED MARCH 31, 1998


                                      INDEX


                         PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                            PAGE

     Balance Sheet as of March 31, 1998 & 1997                             3

     Income Statements for quarters ending                                 4
     March 31, 1998 & 1997
     Statement of Cash Flows for three months ended  
       March 31, 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
                        MARCH 31, 1998 & MARCH 31, 1997
                                   (UNAUDITED)


ASSETS                                                3-31-98          3-31-97
------                                                -------          -------

Current Assets:
     Cash                                               29,103           (7,898)
     Accounts Receivable                                27,692          131,501
     Inventory-For Sale                                174,875          240,211
     Inventory-Office Equipment                            -0-              -0-
                                                    ----------       ----------
     Total Current Assets                              231,670          363,814

     Net Prop,Plant,Equip and                           97,573           70,089
     Vehicles, Less Accumulated
     Depreciation ($27,454)
     Other Assets (Goodwill)                            24,971           24,971
                                                    ----------       ----------
     Total Assets                                      354,214          458,874
                                                    ==========       ==========

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

Current Liabilities
     Account Payables                                  222,795          194,394
     Other Current Liabilities                           4,025           10,051
     Accrued Salaries-Officers                          98,075           98,075
     Accrued Interest                                   25,729           25,829
                                                    ----------       ----------
     Total Current Liabilities                         350,624          328,249

Long Term Liabilities:
     Notes Payable-Officer                             115,215          396,528
     Bank Loan                                          14,217           35,495
                                                    ----------       ----------
     Total Long Term Liabilities                       129,432          432,023
                                                    ----------       ----------
     Total Liabilities                                 480,056          760,272

Stockholders' Equity:
     Common Stock                                       11,201
     Paid in Capital                                 2,430,788        1,711,299
     Accumulated deficit                            (2,707,235)      (2,012,697)
                                                    ----------       ----------
     Total Equity                                     (125,842)        (301,398)
                                                    ----------       ----------
     Total Liabilities & Equity                        605,898          630,112
                                                    ==========       ==========

                                       3
<PAGE>


                        AMERICAN GENERAL VENTURES, INC.
                         CONSOLIDATED INCOME STATEMENT
                       QTRS ENDING MARCH 31, 1998 & 1997


                                                   1ST QTR            1ST QTR
                                                    1998               1997
                                                    ----               ----

REVENUES                                              73,193            297,849

Cost and Expenses:
     Cost of Sales                                    53,138            242,937
     Sell & General Admin                             74,418             97,445
     Interest                                            -0-                -0-
                                                 -----------        -----------
     Total Cost & Expenses                           127,556            340,382
                                                 -----------        -----------
Income (Loss) from Operations                        (54,363)           (42,533)
                                                 -----------        -----------

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

Net Income (Loss)                                    (54,363)           (42,533)

Net Income Per Common Share                              .00                .00

Weighted Average Common Shares
 Outstanding                                      11,200,843          9,200,000
                                                 ===========        ===========



                                       4
<PAGE>



                        AMERICAN GENERAL VENTURES, INC.
                             CONSOLIDATED CASH FLOW
                 FOR THREE MONTHS ENDING MARCH 31, 1998 & 1997


                                                    1998                  1997
                                                    ----                  ----

Cash Flow from Operating Activities
     Net Income (Loss)                            (54,363)              (42,533)

Adjustments to Reconcile Net Income
 to Net Cash:
     Inc (Dec) in Accounts Receivable              52,198               246,190
     Inc (Dec) in Inventory                       (16,969)             (217,840)
     Inc (Dec) in Other Assets                      2,318                 1,931
     Inc (Dec) in Accounts Payable                 29,336                20,162
     Inc (Dec) in Payroll Tax Payable              (7,278)               (4,262)
     Inc (Dec) in Sales Tax Payable                (1,813)                 (501)
                                                  -------               -------
Net Cash Provided by (Used In
 Operating Activities                              57,792                45,680

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                (67,691)              (33,144)
     Inc (Dec) in Long-Term Debt                   (5,495)               (1,995)
                                                  -------               -------
Net Cash Provided by (Used in)
 Financing Activities                             (73,186)              (35,099)
                                                  -------               -------

     Inc (Dec) in Cash                            (69,757)              (31,952)

     Cash (Beginning)                              21,674                23,923

     Cash (Ending)                                (48,083)               (8,029)
                                                  =======               =======


                                       5
<PAGE>



                        AMERICAN GENERAL VENTURES, INC.
                                  FORM 10-QSB
                   FOR THE THREE MONTHS ENDED MARCH 31, 1998


                  ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

From January 1, 1998 through March 31, 1998 the Company's  revenues were $73,193
compared with $297,849 for the same period a year ago. The Company had a loss of
$54,363 for this period  compared to a loss of ($42,533)  the same period a year
ago. The loss was due to a decrease in revenues from the  Company's  decision to
sell its products only through  Wal-Mart  Online  (www.Wal-Mart.com)  and not in
Wal-Mart's  retail  stores.  During  this  period,  Wal-Mart  Online  was in its
development  stage and there was  essentially no marketing for Online  products.
Wal-Mart Online expects to complete its web page development in six more months.
Even though the Company had a  significant  reduction in revenues,  it placed in
the top five vendors for  Wal-Mart  Online.  Management's  decision to sell only
through  Wal-Mart  Online is due to the fact that the  Company  will  experience
greater long term benefits than to continue to expand into  additional  Wal-Mart
retail stores.  Some advantages from selling only through Wal-Mart Internet site
is that Wal-Mart pays the Company  within fifteen days from the time the product
is shipped.  Other  benefits from selling  through  Wal-Mart  Online rather than
through their retail stores is that the purchaser has only allowed  fifteen days
to return the product,  the warranty  begins the day the purchaser  receives the
product and the Company has accurate records on when the product is sold and who
the purchaser is. Selling Online also provides a "just in time" inventory method
that is very  beneficial  for  computer  manufactures.  The  components  are not
purchased until the order is placed from the customer.  This method of inventory
reduces  expenses of personnel and  warehousing,  nullifies the guaranteed  sale
provision and shields the Company from the  extraordinary  depreciation of costs
that are so prevalent in the computer industry.

Management is also confident that the change to selling through  Wal-Mart Online
and not through their retail  stores is that Wal-Mart  Online plans to feature a
"Build to Order"  (BTO)  computer  system.  The BTO  concept has been one of the
reasons that Dell Computers and Gateway Computers have been successful. Wal-Mart
Online has given the Company an exclusive to use only the Company's computers in
their BTO  program.  The  Company  has the  opportunity  of  growing  with a new
division within the largest retailer in the world.

Working Capital and Capital Resources

Working  capital at March 31, 1998  (current  assets less  current  liabilities)
totaled  $35,565  compared  with  $319,038 at March 31,  1996.  The  decrease in
working capital was due to a decrease in revenues and accounts receivables while
carrying forward unpaid accounts payable.

                                       6
<PAGE>


The  Company is  developing  its own web page to sell  directly to the public as
well as selling through Wal-Mart's web page. Selling directly to the public will
be done through  credit cards and will  essentially  work as factoring  but at a
lower cost.  If the Company is successful  with its own web page sales,  it will
greatly  reduce  the  need  for  additional  financing  needed  for  day  to day
operations. The Company is seeking capital to meet its marketing needs.

                           PART II OTHER INFORMATION

Item 1  Legal Proceedings

     The  Company's  subsidiary,  ACI  Micro  Systems,  Inc.  has  been  sued by
California IC for $27,500 for goods and services. ACI has answered generally and
specifically  that the plaintiff  refused to accept  returned  merchandise.  The
matter has been dorma nce February  1998 and until  recently  the court  ordered
some action or the case will be dismissed.  No settlement negotiations have been
held but should be fruitful if initiated by plaintiff.

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

Item 2  Changes in Securities - None

Item 3  Defaults Upon Senior Securities - None

Item 4  Submission of Matters to a Vote of Securities  Holders - Election of the
board 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 thereto duly authorized.


                                        AMERICAN GENERAL VENTURES, INC.


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

Date: August 14, 1998