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: 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), 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,                           10,698,843
-----------------------------                           ----------
     (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                                
     March 31, 1998 & 1997                                                4

     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                       36,260           70,089
         Vehicles, Less Accumulated
         Depreciation ($27,454)
         Other Assets (Goodwill)                        21,986           24,971
                                                    ----------       ----------
         Total Assets                                  289,916          458,874
                                                    ==========       ==========
LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
         Account Payables                              222,795          194,294
         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                         169,478          638,315
         Bank Loan                                      14,217           35,495
                                                    ----------       ----------
         Total Long Term Liabilities                   183,695          673,810
                                                    ----------       ----------
         Total Liabilities                             534,319        1,002,059

Stockholders' Equity:
         Common Stock                                   10,699            9,300
         Paid in Capital                             2,452,133        1,711,999
         Accumulated deficit                        (2,707,235)      (2,264,484)
                                                    ----------       ----------
         Total Equity                                 (244,403)        (543,185)
                                                    ----------       ----------
         Total Liabilities & Equity                    289,916          458,874
                                                    ==========       ==========

                                       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                                        10,698,843         9,300,000
                                                  ===========       ===========

                                       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:
         Depreciaion and Goodwill                   1,939                   -0-
         Inc (Dec) in Accounts Receivable         (26,267)
         Inc (Dec) in Inventory                     2,182               (72,224)
         Inc (Dec) in Other Assets                    198                 2,000
         Inc (Dec) in Accounts Payable            (67,051)               20,063
         Inc (Dec) in Other Accrued Liabilities    79,046               (45,880)
                                                 --------              --------
Net Cash Provided by (Used In
Operating Activities                              (64,316)             (250,524)

Cash Flow from Investing Activities:
         Inc (Dec) in Marketable Securities           -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             54,263               208,643
         Inc (Dec) in Long-Term Debt                  -0-                    (1)
         Inc (Dec) in Common Stock                    105                   100
         Inc (Dec) in Paid in Capital              21,345                 9,900
                                                 --------              --------
Net Cash Provided by (Used in)
Financing Activities                               75,713               218,642
                                                 --------              --------

         Inc (Dec) in Cash                         11,397               (31,882)

         Cash (Beginning)                          17,706                23,984

         Cash (Ending)                             29,103                (7,898)
                                                 ========              ========

                                       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
$64,363 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 web page(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 viewed that being online, 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's  internet
site on the web 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 fifteen
days to return the product,  the warranty begins the day the purchaser  receives
the product and the Company has better  controls 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 Wal-Mart  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 so  successful.
Wal-Mart  Online has given the Company and  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  ($118,954)  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  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 working  with  several  investment  bankers to raise
additional capital needed for marketing expenses.

                                       6
<PAGE>


                            PART II OTHER INFORMATION

Item 1 Legal Proceedings.

Item 2 Changes in Securities - 105,177 shares of common stock were issued during
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 thereto duly authorized.


                                         AMERICAN GENERAL VENTURES, INC.


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

Date: January 6, 1999



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