SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>avatarletter.txt
<DESCRIPTION>ITEM 4 8-K COMMENT LETTER 11/18/04 (GILMORE)
<TEXT>

November 18, 2004

Mail Stop:  4-6

Robert C. Shreve, Jr.
Chief Executive Officer and Chief Financial Officer
Avatar Systems, Inc.
5728 LBJ Freeway, Suite 270
Dallas, TX 75240

Re:	Item 4 Form 8-K filed November 12, 2004

Dear Mr. Shreve:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

1. Item 304(a)(1)(ii) of Regulation S-K requires a statement whether
the accountant`s report on the financial statements for either of the
past two years contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope or
accounting principles; and a description of the nature of each such
adverse opinion, disclaimer of opinion, modification or qualification.
This would include disclosure of uncertainty regarding the ability to
continue as a going concern in the accountant`s report.  Please revise
to include the proper periods covered.
2. We also note your disclosure regarding whether there were any
disagreements with the former accountants.  The disclosure should
state whether during the registrant`s two most recent fiscal years and
any subsequent interim period through the date of resignation,
declination or dismissal there were any disagreements with the former
accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its reports.  Please
revise to include the proper periods covered as well as the proper
language as noted above included in Item 304(a)(1)(iv).
3. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.

General

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filing reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 10 business days of the date of this
letter.  Please note that if you require longer than 10 business days
to respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be directed
to me at (202) 824-5355, or in my absence, to Robert Benton at (202)
942-1811.

Sincerely,

Patrick Gilmore, CPA
Staff Accountant
Robert C. Shreve
Avatar Systems, Inc.
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