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: June 30, 1998

                [ 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,                            11,288,268
-----------------------------                            ----------
    (title of class)                       (Shares outstanding at June 30, 1998)


<PAGE>

                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                      FOR THREE MONTHS ENDED June 30, 1998


                                      INDEX


                         PART I - FINANCIAL INFORMATION


ITEM 1 - Financial Statements                                 PAGE

     Balance Sheet as of June 30, 1998 & June 30,1997          3

     Income Statements for quarters ending                     4
     June 30, 1998 & 1997
     Statement of Cash Flows for three months ended          
     June 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
                   JUNE 30, 1998 & JUNE 30, 1997 (UNAUDITED)

ASSETS                                                6-30-98          6-30-97
------                                                -------          -------
Current Assets:
         Cash                                            2,395            3,038
         Marketable Securities                             -0-              -0-
         Accounts Receivable                            14,653           73,880
         Inventory                                     151,870          295,783
         Other Current Assets                              -0-              -0-
                                                    ----------       ----------
         Total Current Assets                          168,918          372,701

         Net Prop,Plant,Equip                           34,918           70,118
         Other Assets                                   21,389           24,971
                                                    ----------       ----------
Total Assets                                           225,225          467,790
                                                    ==========       ==========
LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities:
         Notes Payable-Officer                          18,052              -0-
         Accounts Payable                              258,528          290,931
         Other Current Liabilities                      89,140          142,722
                                                    ----------       ----------
         Total Current Liabilities                     365,720          433,653

Long Term Liabilities:
         Notes Payable-Officer                             -0-          573,834
         Long Term Debt                                 35,495           35,495
                                                    ----------       ----------
Total Liabilities                                      401,215        1,042,982

Stockholders' Equity:
         Common Stock                                   11,288            9,300
         Paid in Capital                             2,562,856        1,711,999
         Accumulated Deficit                        (2,750,134)      (2,296,491)
                                                    ----------       ----------
         Shareholder's Deficit                        (175,990)        (575,192)
                                                    ----------       ----------
         Total Liabilities &                           
         shareholder's deficit                         225,225          467,790
                                                    ==========       ==========

                                       3
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                          CONSOLIDATED INCOME STATEMENT
                        QTRS ENDING JUNE 30, 1998 & 1997
                                   (UNAUDITED)

                                                    2ND QTR            2ND QTR
                                                     1998               1997
                                                     ----               ----

REVENUES                                             120,318            310,727

Cost and Expenses:
         Cost of Sales                               111,918            245,143
         Sell & General Admin                         51,299             97,591
         Interest                                        -0-                -0-
                                                 -----------        -----------
         Total Cost & Expenses                       163,217            342,734
                                                 -----------        -----------
Net Income (Loss) Before Taxes                       (42,899)           (32,007)

Income Tax Expense                                       -0-                -0-

Net Income (Loss)                                    (42,899)           (32,007)

Net Income Per Common Share                              .00                .00

Weighted Average Common Shares                   
Outstanding                                       11,288,268          9,300,000
                                                 ===========        ===========

                                       4
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.
                             CONSOLIDATED CASH FLOW
                  FOR THREE MONTHS ENDING JUNE 30, 1998 & 1997
                                   (UNAUDITED)

                                                          1998           1997
                                                          ----           ----

Cash Flow from Operating Activities
         Net Income (Loss)                               (42,899)       (32,007)

Adjustments to Reconcile Net Income
to Net Cash:
         Depreciation and Goodwill                         1,939            -0-
         Inc (Dec) in Accounts Receivable                 13,039         57,621
         Inc (Dec) in Inventory                           23,005        (55,572)
         Inc (Dec) in Other Assets                           -0-            -0-
         Inc (Dec) in Accounts Payable                    35,733         96,637
         Inc (Dec) in Other Accrued Liab                 (20,637)         8,767

                                                        --------       --------
Net Cash Provided by (Used In)
Operating Activities                                      10,180         75,446

Cash Flow from Investing Activities:
         Inc (Dec) in Marketable Sec                         -0-            -0-
         Plant and Equipment                                                (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                  (169,478)       (64,481)
         Inc (Dec) in Long Term Debt                      21,278            -0-
         Inc (Dec) in Common Stock                           589            -0-
         Inc (Dec) in Paid in Capital                    110,723            -0-
                                                        --------       --------
Net Cash Provided by (Used in)
Financing Activities                                     (36,888)       (64,481)
                                                        --------       --------

         Inc (Dec) in Cash                               (26,708)        10,936

         Cash (Beginning)                                 29,103         (7,898)

         Cash (Ending)                                     2,395          3,038


                                       5
<PAGE>


                         AMERICAN GENERAL VENTURES, INC.

                                   FORM 10-QSB

                      FOR THE THREE MONTHS ENDED JUNE, 1998

                  ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS


Results of Operations

During the period from April 1, 1998 through June 30, 1998 the Company  revenues
were $310,727  compared to $423,365 for the same period in 1997. The decrease in
revenues was due to decreased orders for computers and accessories from Wal-Mart
Stores, Inc. taken by the Company's  subsidiary ACI Micro Systems,  Inc. ACI has
reduced  its sales  with  Wal-Mart  retail  stores  since it was issued a second
vendor number from Wal-Mart Online.  The Company plans to emphasize  selling its
product through  Wal-Mart's  World Wide Web Page and  de-emphasize  its sales in
Wal-Mart retail stores. The Company  experienced  considerable losses because of
its  'guaranteed  sale'  provision with the retail stores.  Many Wal-Mart stores
ordered more  computers than they were able sell and  consequently  returned the
unsold  systems.  The online  sales are sold before they are shipped and reduces
the quaranteed sale problem.

The Company presently offers seven preconfigured  computer systems on Wal-Mart's
web page and  expects to have a "build  your own  desktop  and laptop  computer"
online in October  1998.  The build your own computer  has been very  successful
with Dell  Computers  and Gateway 2000.  The Company  expects that by partnering
with Wal-Mart it will capture a percentage of Dell's and Gateway's market share.

Wal-Mart  Online has  featured  the  Company's  computers  on its  "home"  page.
Wal-Mart  Online  used  one of  the  Company's  computers  to  celebrate  it 1st
anniversary by selling it below cost for a period of two weeks.  The Company was
listed in the top five vendors in revenues for Wal-Mart Online.

In addition to selling its computers  online,  the Company will continue to sell
to  Wal-Mart  stores but  without a  guaranteed  sale.  The most  recent  vendor
agreement from Wal-Mart removed the guaranteed sale provision.

The Company is seeking additional avenues for selling its computers. The Company
is in discussions with a national educational Internet company who has expressed
interest in purchasing  its computers  for work stations in the  classroom.  Its
products are also listed on shopping malls of several other web pages.

The Company has an agreement with Prodigy to load its Prodigy Internet  software
on each computer sold. If the purchaser of the computer decides to continue with
Prodigy services after the 30 free trial, Prodigy will pay the Company a bounty.
Prodigy  has  expressed  interest  in selling the  Company's  computers  through
Prodigy's shopping network.

Working Capital and Capital Resources

Working  capital at June 30,  1998  (current  assets less  current  liabilities)
totaled  ($196,802)  compared  to  $273,772 at June 30,  1997.  The  decrease in
working capital was due to a decrease in accounts receivable and inventory.

The Company has  implemented  several  means to raise  short term  capital.  The
Company   expects  to  receive   sufficient   resources   to  meet  its  capital
requirements.

                                       6
<PAGE>


                           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 - 589,425 common shares were issued this quarter.

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: January 6, 1999


                                       8