SecProbe.io

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Mail Stop 6010	March 2, 2006

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

Re:	Avalon Development Enterprises, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2,
		filed February 16, 2006
	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. We note your response to our prior comment 2 and reissue that
comment.  You have apparently purchased only one property since
1999
from which you had limited revenue in the past.  Statements that
suggest that you have done more are inappropriate.  Please revise
your prospectus to describe the specific past business activity
and
the current status of your business and your business plan.  For
example you could state that you have purchased one property since
1999 that was subsequently transferred to related parties but that
your business plan is to purchase additional properties that you
intend to lease to professionals and offer cleaning and
maintenance
services.

2. We note the disclosure on page 1 where you refer to "the proven
background of property acquisition demonstrated by our officers
and
directors...."  We also note that the company was organized in
1999,
apparently has engaged in one acquisition and disposition
involving
related parties, and the description of business experience of
your
officers and directors does not reflect direct property
acquisition
experience.  Please provide supplemental support concerning the
specific "proven" property acquisition experience of your officers
and directors or revise the disclosure accordingly.

3. We note your response to our prior comment 3 and reissue that
comment.  We note that you still refer to "sales and marketing
personnel" on page 7.  Please revise your disclosure throughout
the
prospectus to eliminate this and any such similar statements that
are
inconsistent with the fact that you have only 2 full time
employees.

Prospectus Cover Page

4. Please note that you are required to disclose the offering
price
or a bona fide estimate of a range as required by Item 501(a)(8)
of
Regulation S-B.  Please disclose the price at which the selling
stockholders will offer their shares.

5. We note your response to our prior comment 6 and reissue that
comment in part.  The following two statements on the cover page
still need clarification.  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.  What is the date that you
intend
to insert in the second statement?  How does this relate to your
statement that the offering is for a period of 120 days?  Please
make
one clear statement regarding the duration of the offering.

Risk Factors

General

10. We note your response to our prior comment 10 and reissue that
comment.  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 add a risk factor addressing the fact that since there
is
no required minimum aggregate offering, investors` funds are at
risk
to be utilized for offering and routine administrative expenses
and
the actual amount of proceeds received by the company may not be
sufficient to implement even a minimum business plan.

(1) Our Failure to Raise Additional Capital . . . . Page 2

6. Please explain what you mean by the statement "While our
property
acquisition provides for cash payment and no debt financing
following
a sound capital financing program . . . ." or delete this
statement.
What is the anticipated cost of each building you plan to acquire?
How will your property acquisitions provide for cash?  What do you
mean by no debt financing?  What is a sound capital financing
program?

7. We note your response to our prior comment 14 and reissue that
comment.  Please briefly describe what you mean by "sustain our
operations."  The revised disclosure will help investors better
understand the impact of a change in your capital resources.

8. We note your response to our prior comment 15 and reissue that
comment.   Please revise to quantify and disclose your current
anticipated needs for additional financing.

(2) We may not be able to fully implement our business plan due to
our limited experience in commercial building maintenance and
cleaning, page 2

9. Please expand the discussion to quantify how limited your
experience is.  For example, how many commercial building cleaning
contracts do you have?  How much, if any, of your cleaning revenue
is
derived from related parties?  We note Ms. Yovino`s cleaning
experience.  What, if any, experience does she or other members of
management have with respect to building maintenance?

(3) We Have Generated Minimal Profits Since Inception . . . .Page
2

10. We note your reference to losses in both 2004 and 2005.
Please
revise your disclosure to place both loss numbers in "( )" or to
delete the "( )" around the 2005 loss figure.

11. Please expand the discussion to explain why you have
attributed
the loss for 2005 primarily to the addition of Ms. Yovino.  In
this
regard, we note the absence of revenues relating to cleaning
activities during 2004, the fact that most of your revenues during
2005 were derived from cleaning activities, and that Ms. Yovino is
apparently responsible for these revenues.  It appears Ms.
Yovino`s
employment reduced your losses.  Please advise or revise.

12. Please disclose the "rate of return that has been established
by
the Board of Directors."  Please also explain how the rate of
return
relates to your use of your raised capital.

13. We note your response to our prior comment 17 and reissue that
comment in part.  Please revise to disclose the common owner with
Godels, Solomon Barber, C.P.A. in this risk factor.

(5) Our Competitors Have Greater Financial Resources than We Do .
. .
. Page 3

14. Please revise your disclosure here to correct the following
conflicting statements regarding national developers.  You state
that
you "will still be competing with local and national builders and
developers" but also state that your in your target market you
believe that you "will not have competition from national
developers."

15. We note the reference to your experience in leasing commercial
office space.  Since it appears your experience as a landlord was
respect to a related party, please clarify the extent and nature
of
your experience in leasing commercial office space.  Consider
adding
another risk factor that addresses the risk related to your lack
of
commercial leasing experience.

(6) There are Critical Relationships . . . . Pages 3-4

16. We note your response to our prior comment 22 and reissue that
comment.  We note your response regarding the confidentiality of
the
key contacts.  Please note that you are required to disclose all
material information regarding the business in the prospectus.  In
the event that you determine that the names of the key contacts
are
not material information, you may describe the contacts without
disclosing their identity.  For example, you may describe the
nature
of the contacts, the type of relationship (i.e. accounting
client),
the number of contacts, etc.  If you have any written or oral
agreements that are material, those agreements should be
summarized
in the business section.  Any material written agreements should
also
be filed as exhibits to the registration statement.  You may
request
confidential treatment under Rule 406 under the Securities Act for
certain sections of those agreements.  See also our Staff Legal
Bulletins No. 1 and 1A (CF), dated February 28, 1997 and July 11,
2001, respectively, which set forth the Division of Corporation
Finance`s views regarding the proper preparation of a confidential
treatment request for information required to be included in a
filing.  The bulletin is available on the SEC web address,
http://www.sec.gov.  Please select "Staff Legal Bulletins," and
then
select "SLB 1" and "SLB 1A."

17. We note your response to our prior comment 23 and reissue that
comment.  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.

18. We note your response to our prior comment 24 and reissue that
comment.  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.  If you plan to pay cash for the properties you acquire,
why are banking and mortgage brokerage contacts critical.

19. Since Ms.Yovino is the head of your cleaning/maintenance
division
and is responsible for sales, marketing, and work production,
please
explain why Mr. Godels contacts are critical or why this risk
factor
is necessary.  In this regard, please describe how Mr. Godel`s
contacts have helped the development of the company since its
inception in 1999.

Plan of Distribution, pages 13-15

20. We note your response to our prior comment 31 and reissue that
comment.  Please revise your disclosure to name Mr. Godels as an
"underwriter."  It is not necessary for him to "purchase" the
shares
to be deemed an underwriter.  Any person who "offers or sells for
an
issuer" in connection with the distribution of a security is an
underwriter under Section 2(a)(11) of the Securities Act.

Description of Business, pages 15-19

21. Please revise your disclosure to explain how you modified your
business plan and to describe your original business plan.

22. Please expand the discussion to include the dates of the
various
transactions and events.

23. Please expand the discussion concerning the meeting at which
there was unanimous shareholder approval of the transfer to
indicate
the specific date such meeting occurred and the percentage of
voting
shares held by the Godels` or their affiliates at the time of such
meeting.

24. Please revise your disclosure to state the price at which you
transferred 770 1st Avenue to Bahia Shores.  Please also explain
what
you mean by the statement that Charles and Marguerite Godels "had
taken the risk on this purchase."

25. Please expand the discussion to indicate the consideration you
received for the transfer to Bahia Shores and the value of the
property at the time of such transfer.  In addition, please expand
the discussion to explain how the transfer of the property enabled
the company "to acquire future properties without any co-mingling
of
assets."

26. Please expand the discussion concerning the 1st Avenue
property
to clarify the extent to which space in the building is rented to
tenants unaffiliated with the Godels.

27. We note your response to our prior comment 38 and reissue that
comment in part.  Please revise your disclosure to describe how
you
plan to finance the acquisition of properties.

28. We note your statement that you will limit your target market
to
Tampa Bay because of the over twenty years of practicing as a CPA
by
your President.  Please revise to clarify that your President has
practiced in the Tampa Bay area.

29. We note your response to our prior comment 41 and reissue that
comment.  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."

30. Please provide a more robust discussion of how your President
"customizes financial strategies for clients through the use of
real
estate."

31. Please revise your disclosure to explain what makes your
approach
"boutique."

Certain Relationships and Related Transactions, page 19

32. Please revise your disclosure to describe all the material
facts
about the 770 1st Avenue transaction in this section.  For
example,
please also disclose the purchase price of the property and the
relationship of Mr. Godel and his wife with Bahia Shores.

33. In addition, please explain what you mean by the statement
that
the transfer was for the "balance of the mortgage."  Did Bahia
assume
the mortgage?  Is the company still liable under the mortgage?

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations, pages 20-26

Management`s Discussion and Analysis of Financial Condition, page
20

Results of Operations, page 22

General, page 22

34. Please revise the first sentence of your disclosure to reflect
that your revenues in 2005 were generated from
cleaning/maintenance
services and equipment leasing.

Results of Operations for the Years Ended December 31, 2005, page
22

35. Please revise your discussion to include narrative discussion
of
what resulted in material changes to your revenues and expenses
between this and the prior period.

Liquidity and Capital Resources, page 25

36. Please revise your disclosure to quantify your current
anticipated future liquidity needs in this section.  You should
discuss both your short-term and long-term liquidity requirements
and
quantify each to the extent practicable.  You should also explain
how
your current working capital is not sufficient to sustain your
operations.

37. Please revise your disclosure in this section to quantify and
disclose your past and current liquidity sources.  For example,
please disclose the amount of funds raised by equity issuances to
stockholders, the amount of funds provided by your President and
any
funds that were loaned.

Security Ownership of Certain Beneficial Owners and Management,
page
31

38. Please confirm to us that for each person listed in the table,
you have included all shares beneficially owned for that person
pursuant to Item 403 of Regulation S-B.  For example, if Charles
Godels has voting or investment power over the shares held by his
wife, then he is the beneficial owner of those shares.  The same
applies to the selling stockholder table on page 11 in the
prospectus.

Financial Statements - December 31, 2005

Statements of Operations, page F-4

39. Please revise your presentat