SecProbe.io

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Mail Stop 6010	February 1, 2006

Mr. Charles Godels
President
Avalon Development Enterprises, Inc.
770 First Avenue North
St. Petersburg, Florida  33701

Re:	Avalon Development Enterprises, Inc.
	Registration Statement on Form SB-2, filed January 9, 2005
	File No. 333-130937

Dear Mr. Godels:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents 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.

General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
2. Throughout your prospectus, we note that you make various
conflicting statements regarding the current status of your
business.
See for example,
* On page 1 you state that you are "in the business of real estate
acquisition and development" and that you "offer property cleaning
and maintenance services to both retail and commercial
properties."
Based on your November 30, 2005 balance sheet and income
statement,
it appears that you currently own no properties and that you have
very limited revenues from cleaning services.
* On page16 you state that you have yet to fully implement your
business plan and that you will need $2,000,000 to implement your
business plan.  On page 18, however, you state that during your
"years of operation" you have "fully developed" your target
market.

Please review your entire prospectus and revise your disclosure so
that it is consistent with respect to your current status.
3. We note that you make certain statements in your prospectus
that
may suggest you have more than 2 full time employees.  For
example,
on page 5 you refer to "sales and marketing personnel," and on
page
18 you refer to your "marketing department."  Please revise your
disclosure throughout the prospectus to eliminate any such
statements
that are inconsistent with the fact that you have only 2 full time
employees.

Prospectus Cover Page
4. Please limit the cover page to the information that is required
by
Item 501 of Regulation S-B and to one page.  Your cover page
contains
superfluous information.  For example you do not need to disclose
on
the first page the first paragraph that qualifies the summary, the
second paragraph that describes the stock split, the number of
selling stockholders, the costs and expenses of the offering and
the
fact you will amend the registration statement to reflect a new
price.  You may describe these items in the body of the
prospectus.
Please review your cover page for all superfluous items and
revise.
5. Please move your cross-reference to the risk factors on page ii
to
a more prominent location on the cover page.
6.  You appear to make certain conflicting statements on the cover
page that need to be clarified.  See for example,
* You state that you may use the services of broker/dealers to
offer
and sell your shares, but you also state that the primary offering
is
"self-underwritten."  Please clarify.  If broker/dealers may be
used
in only the secondary offering, please clarify.
* You also state that the primary offering is for a period of 120
days and that you may or may not extend the offering for up to an
additional 90 days.  You then state that the offering will
continue
until the earlier of ___________, 2006, the date on which all of
the
shares offered are sold, or when you otherwise terminate the
offering.  Please clarify if this second statement relates only to
the secondary offering.  If not, please disclose the termination
date
of the secondary offering.

7.  Please move the dealer prospectus delivery legend to the
inside
front or outside back cover page as required by Item 502(b) of
Regulation S-B.

Table of Contents

8.  Please provide the pages numbers in your table of contents as
required by Item 502(a) of Regulation S-B.

Prospectus Summary, page 1

9.  Please provide your address and phone number as required by
Item
503(c) of Regulation S-B.

Risk Factors, pages 2-4

General

10. Please revise each subheading to ensure it reflects the risk
that
you discuss in the text.  Many of your subheadings currently
either
merely state a fact about your business, such as "There Is No
Public
Market for Our Shares, and There Is No Assurance That One Will
Develop." or describe an event that may occur in the future, such
as
"We May Not Be Able to Fully Implement Our Business Plan Due to
Our
Lack of Experience in Building Maintenance and Cleaning."
Succinctly
state in your subheadings the risks that result from the facts or
uncertainties.

11. Please review and revise each of your risk factors, as
applicable, to provide a meaningful detailed discussion about the
risks that have affected and will affect your operations,
financial
condition or business.  Many of your risk factors do not contain
sufficient detail and do not adequately discuss the risks to your
business.  For example, in your risk factor, "We May Not Be Able
to
Fully Implement Our Business Plan Due to Our Lack of Experience in
Building Maintenance and Cleaning," you should at a minimum
explain
how your experience in building maintenance and cleaning is
limited,
why these services are critical to your business and the risks and
costs involved gaining the appropriate experience.  Where
practicable, please quantify the specific and immediate effects to
investors of the risks that you have identified.

12. We note your discussion regarding penny stocks on page 8.
Please
add a risk factor to discuss the risks involved to investors in
purchasing your stock as a result of it being subject to the penny
stock rules.

"Our Failure to Raise Additional Capital Will Significantly Limit
Our
Ability to Conduct Property Acquisitions." Page 2
13. Please incorporate into this discussion the rate at which you
are
currently burning cash on a monthly basis.
14. Please revise your disclosure in this risk factor to briefly
describe what you mean by "sustain business operations."  The
revised
disclosure will help investors better understand the impact of a
change in your capital resources.
15. Please revise to quantify and disclose your current
anticipated
needs for additional financing.

"We Have Generated Minimal Profits Since Inception and We May
Never
Generate Substantial Revenues or Be Profitable in the Future."
Page 2
16. Please revise to disclose your losses/income for the last 2
fiscal years and any relevant subsequent interim period.
17. Please revise to disclose the fact that your revenue for the
last
2 completed fiscal years was from a related party lease with
Godels,
Solomon, Barber & Company, L.L.C., an entity related to the
company
via a common 50% owner.  Disclose the amount of the revenue and
disclose the common 50% owner.

"We Are Dependent on Key Personnel with No Assurance That They
Will
Remain with Us: Losing Key Personnel Could Mean Losing Key
Business
Relationships Necessary to Our Success." Page 2
18. In the risk factor subheading you refer to your dependence on
"key personnel."  In the risk factor text, however, you name only
Charles Godels as a key person.  Please name all persons upon whom
you believe you are dependent or revise the subheading reference
to
refer to Mr. Godels.  We note your disclosure on page 15 that you
have no key employees, other than Charles P. Godels and Madanna
Yovino.
19. To the extent known, please revise your disclosure to quantify
your current expected costs of hiring additional key employees.
20. Please state if you maintain key person insurance on any of
your
key personnel.

"Our Competitors Have Greater Financial Resources than We Do . . .
."
Page 2
21. Please revise your disclosure to provide additional
information
about the market in which you compete and anticipated competitors.
For example, if your market is limited to a certain geographic
area,
please describe.  If you competitors are certain types of
companies,
please explain.

"There Are Critical Relationships Within the Commercial Property
Acquisitions Industry That must Be Developed . . . ." Pages 2-3
22. Please revise your disclosure to name any key contacts and
describe your relationship with them.  If you have any written or
oral agreements, the material terms of those agreements should be
summarized in the business section.  Any written agreements should
be
filed as exhibits to the registration statement.
23. You state that any disruption in these critical business
relationships would make it difficult for you to compete
effectively.
Please provide a more robust discussion of this statement.  For
example, at a minimum you should explain why the relationships are
critical, where the relationships stand and whether you can
develop
substitute relationships.
24. Please revise your disclosure to explain why contacts in the
finance and accounting industry are critical to your future
success.
We note that your business plan involves the acquisition and
development of commercial property and cleaning and maintenance
services.

Use of Proceeds, pages 4-6
25. We note your statement that you will use the proceeds to pay
for
printing and legal and accounting costs.  Your table of capital
allocation, however, does not list printing and legal and
accounting
costs as possible expenditures.  Please revise your disclosure to
clarify if these are offering expenses.

Dilution, pages 6-7
26. Please revise your disclosure to clarify if the table on page
7
assumes that the securities were sold at $0.50 per share.

Market for Common Equity and Related Stockholder Matters, pages 7-
8
27. Your statement regarding Rule 144 sales, that "shares . . .
must
generally be held for a period of at least one (1) year for non-
affiliates and two years (2) for affiliates," is inaccurate.  Rule
144 applies to the sale of securities held by affiliates or
restricted securities.  All securities sold under Rule 144 must be
held for at least one year.  The volume limitations of Rule 144
apply
to all securities held by affiliates and restricted securities
held
by non-affiliates for at least one year but less than two years.
If
non-affiliates have held the securities for two years, they may be
able to sell those securities without regard to the volume
limitations.  Please revise your disclosure accordingly.
28. Please disclose the amount of cash dividends you have paid in
the
last three years.

Selling Security Holders, pages 9-10
29. Please revise the table in this section to disclose the
percentage of shares beneficially owned by each selling
stockholder
as of the date of the prospectus and before the offering.
30. Please revise your disclosure to add a statement that
clarifies
that the selling stockholders will beneficially own no shares
after
the completion of the secondary offering, assuming all shares are
sold in the secondary offering.

Plan of Distribution, pages 11-13
31. We note your statement that your stock will be sold by Mr.
Godels.  It appears that Mr. Godels is an "underwriter" with
respect
to the shares in this offering.  Please revise your disclosure to
name him as an "underwriter."
32. In addition, please provide us your analysis as to why Mr.
Godels
is not required to be registered as a broker-dealer.  Please see
the
Rule 3a4-1 safe harbor provision in the Exchange Act of 1934.
33. We note your statement on page 12 that the "The selling
security
holders and any broker-dealers participating in the distributions
of
the shares may be deemed to be `underwriters` within the meaning
of
Section 2(11) of the Securities Act."  Such persons are
underwriters
in connection with such sales.  Please revise your disclosure
accordingly.
34. We note the disclosure that following the public offering of
four
million shares, the 450,000 shares owned by each of Charles and
Marguerite Godels, respectively, represents 30.12% of the
outstanding
shares.  It appears this calculation is incorrect.  Please advise
or
revise.

Plan of Distribution, page 11
35. Please expand the discussion to clarify whether and how
prospective investors will know whether they are buying shares
sold
on behalf of the registrant or shares sold by a selling
shareholder.
In addition, is there any restriction on the sale of shares by
management until such time as the offering by the registrant is
completed or terminated?  We may have additional comments.

Description of Business, pages 13-15

Business Development, page 13
36. Please expand your disclosure to include a more robust
discussion
of your business development.  Please expand your discussion
regarding you prior acquisitions of commercial property.  Please
disclose the dates you made material property acquisitions, the
costs
to you of such acquisitions and describe any agreements you
entered
into with respect to such acquisitions.  In that regard, we note
your
reference to the sale of 770 1st Avenue N., St. Petersburg,
Florida
on page 16.  In addition, any such agreements should be filed as
exhibits to the registration statement.  Please also describe how
you
have "expanded into building cleaning, maintenance services, and
equipment leasing."

Our Business, pages 13-15
37. Please revise your disclosure to describe any properties that
you
currently own or lease.  For any property that you lease, please
disclose the annual lease payments.  To that effect, we note your
disclosure in a footnote to your financial statements that you
sublet
your principal business location at 770 First Avenue North, St.
Petersburg, Florida from a customer that has common stockholders
with
the Company.  Please disclose the customer, the common stockholder
and describe this lease.
38. Please revise your disclosure to describe what you plan to do
with the properties that you acquire.  For example, do you plan to
lease or sell the properties?  Do you plan to finance the
acquisition
of properties or pay cash for the properties?
39. We note your statement that the primary delivery of your
services
will be through your home office location in St. Petersburg,
Florida.
Please revise your disclosure to explain what you mean by this
statement.  For example, does this mean you will only purchase
properties and offer services in St. Petersburg, Florida?
40. Please revise your disclosure to describe any Internet
services
that you are dependent upon.
41. You state that you have developed an "individualized approach
to
acquiring small commercial building and offering building
cleaning,
maintenance services, and equipment leasing."  Please revise your
disclosure to explain what about your approach makes it
"individualized."
42. Please disclose additional information about your competitive
position.  Please disclose any key competitors and your
competitive
position in relation to those key competitors and your industry.
43. We note your statement that your "methods of operation . . .
have
not been proven to be successful."  Please revise your disclosure
to
explain what is different about your methods of operation.
44. Please disclose the number of part-tim