SecProbe.io

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Mail Stop 6010	March 20, 2006

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

Re:	Avalon Development Enterprises, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2,
		filed March 14, 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 1 and reissue that
comment.  You have purchased only one property since 1999 from
which
you had limited revenue from a related party in the past.
Statements
that suggest that you have done more are inappropriate.  See, for
example, your statement on page 16 that, "Since inception, we have
engaged in the acquisition of commercial property."  This
statement
may suggest that you have acquired numerous commercial properties.
Please delete this statement and any other similar statements in
your
prospectus that suggest that you have done more.  Please review
your
entire prospectus.  You may state that you have purchased one
property since 1999 that was leased to and then subsequently
transferred to related parties and 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 your response to our prior comment 2 and your added
disclosure that Mr. Godels has been "involved" in many property
acquisitions as a CPA.  We believe this information does not
permit
you to conclude that you have a "proven background of property
acquisition demonstrated by our officers and directors...."
Please
revise your disclosure to delete this statement.

Risk Factors

General

3. 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.

4. Please note that the risk factor discussion is intended to
describe factors that make the offering speculative or risky.  See
Item 503 of Regulation S-B.  As a result, we generally view
mitigating language in the risk factor discussion to be
inappropriate.  Many of your risk factors contain mitigating
disclosure.  See for example,

* In the risk factor "(2) We May Not Be Able to Fully Implement
Our
Business Plan . . .," you discuss Mr. Godels` "good working
knowledge
of building maintenance."  Since this risk factor addresses your
limited experience in commercial building maintenance and
cleaning,
the discussion should focus on how your experience is limited.

* In the risk factor "5) Our Competitors Have Greater Financial
Resources than We Do . . .," you discuss how you will rely on Mr.
Godels` knowledge and experience of commercial building leasing of
25
years.  Since this risk factor addresses your potential inability
to
compete effectively, the discussion should focus on your
weaknesses
compared to your competitors, not what you perceive to be the
strengths of your business.

Disclosure regarding the strengths of your business is better
suited
for the business section.  Please review each of your risk factors
and revise your disclosure accordingly.

(1) Our Failure to Raise Additional Capital . . . ., page 2

5. Please disclose in a separate risk factor the risk that you may
not be able to acquire properties that will provide revenue and
income due to an inability to procure tenants or the properties
acquired require extensive, unforeseen repairs.

(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

6. We note your response to our prior comment 9 and reissue that
comment in part.  Please expand the discussion to quantify how
limited your experience is.  For example, how many commercial
building cleaning contracts do you have?

7. We note your statement that, "None of our revenue is from
related
entities" in this risk factor.  Please clarify that you mean
revenue
from cleaning services since your rental income to date was from a
related party.  It also appears you have no revenue to date for
maintenance services.  Please revise your disclosure to clarify.

8. We note your statement regarding Mr. Godels` "working
knowledge"
of building maintenance.  Please revise your disclosure to clarify
that this is how your experience in building maintenance is
limited.

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

9. We note your response to our prior comment 13 and reissue that
comment.  Please revise to disclose that Mr. Godels, the company`s
president and controlling stockholder, owns 50% of the equity and
is
the managing partner of Godels, Solomon Barber, & Company L.L.C.
Please also disclose this relationship elsewhere in the prospectus
where you discuss any transactions between the company and Godels,
Solomon Barber, & Company L.L.C.

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

10. We note your response to our prior comment 15 and your
statement
that Mr. Godels has owned and leased commercial office space for
over
twenty-five years and that you will rely on his knowledge and
experience of commercial building leasing.  Please provide a
detailed
and robust discussion of his experience of commercial building
leasing in the business section of the prospectus.  Consider
adding
another risk factor that addresses the risk related to the
company`s
lack of commercial leasing experience.

(6) There are Relationships . . . . Page 4

11. Please explain what you mean by properties that "exceed what
we
have established as our target market."

12. This risk factor as revised makes conflicting statements about
the risks to your business.  On the one hand, you claim that "any
interruption in these relationships could have a significant
effect
on [y]our ability to compete effectively," and on the other hand,
you
state that "due to the extensive relationships of Mr. Godels [you]
do
not believe that [you] will need to find substitute
relationships."
Please explain.

13. We note your response to our prior comment 16 and reissue that
comment in part.  Please provide us your analysis, on a
supplemental
basis, as to why the names of the key contacts are not material
information.  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.

14. We note your response to our prior comment 19 and reissue that
comment in part.  Please describe how Mr. Godel`s contacts have
helped the development of the company since its inception in 1999.

Selling Security Holders, pages 11-14

15. We note your addition of footnote (3) to this table but we are
unable to find the corresponding footnote description.

16. Your disclosure in this table in inconsistent with the table
on
page 34.  For example, you list 450,000 shares beneficially owned
by
Mr. Godels in this table, but in the table on page 34 you list
900,000 shares.  Please revise so that both tables are consistent.

Description of Business, pages 16-20

17. We note your response to our prior comment 22 and reissue that
comment in part.  Please include the date when additional
investors
were brought into the company and the date when Ms. Yovino was
hired.

18. Regarding the sale of shares on the date you transferred the
property, please disclose the amount of shares sold, the number of
new investors, the price per share and the aggregate proceeds
received.

19. We note your response to our prior comment 24 and reissue that
comment in part.  Please explain what you mean by the statement
that
Charles and Marguerite Godels "had taken the risk on this
purchase."

20. We note your statement that the consideration paid for the
transfer was the amount of the mortgage on the property.  Please
explain what this means.  Did Bahia Shores pay the company
$127,763
in cash or did Bahia Shores assume the mortgage?

21. We note your statement here on page 17 that at the time the
770
1st Avenue North property was transferred, it was valued at
approximately $400,000.  On page 21 in the Certain Relationships
and
Related Transactions section, however, you state that the exact
value
of the building is unknown as there has been no appraisal since
1999.
Please revise your disclosure to clarify these conflicting
statements.

22. We note your disclosure that you rent space from Godels,
Solomon
Barber, & Company L.L.C. instead of Bahia Shores.  Please explain
what led to the change.  Was the 770 1st Avenue North property
transferred from Bahia Shores to Godels, Solomon Barber, & Company
L.L.C.?  Does the leased space that you occupy represent a
different
location, 5113 Central Avenue?  Why did you change the location of
your executive offices?  Please provide a complete explanation.

23. We note your response to our prior comment 26 and reissue that
comment.  We note that the 1st Avenue property is currently
undergoing renovation and the owners are currently securing
additional tenants.  Please expand this discussion.  At a minimum,
please disclose the following:
* the owners of the property (Bahia Shores, Godels, Solomon
Barber, &
Company L.L.C. or another third party);

* the extent to which space in the building was rented to tenants
unaffiliated with the Godels prior to the renovation; and

* what you mean by the statement "are currently securing
additional
tenants."

Your discussion of the situation should complete and clear.

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

25. We note your response to our prior comment 30 and reissue that
comment.  Your revised disclosure that Mr. Godels has had to
assist
clients in the development of financial strategies for investments
through real estate does not explain how he "customizes financial
strategies for clients through the use of real estate."  Please
provide a more robust discussion of how your President "customizes
financial strategies for clients through the use of real estate."

26. We note your response to our prior comment 31 and reissue that
comment.  We note that you changed your reference to "boutique" to
"personal."  Please revise your disclosure to explain what makes
your
approach "personal."

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations

Results of Operations

General, page 22

27. We note your response to comment 34.  We were unable to locate
the revised disclosures in the Results of Operations section.
Please
revise the first sentence of your disclosure since your revenues
in
2005 were generated from cleaning/maintenance services and
equipment
leasing.

Liquidity and Capital Resources, page 27

28. Please provide us supplementary annotated support for your
statement that, "The real estate market trend has shown a steady
increase in both the demand for such buildings and the rate at
which
such buildings are appreciating in value."

29. We note your response to our prior comment 31 and reissue that
comment in part.  Please disclose the amount of funds provided by
your President to date and the method by which they were provided,
i.e. debt, equity.  In addition, we note the statement on page 23
that Mr. Godels has "committed that he will continue to fund
operations until the company is able to obtain funds through its
offering or borrowings."  Please file this commitment as an
exhibit
and discuss the specific terms of the commitment in the
prospectus.

Security Ownership of Certain Beneficial Owners and Management,
page
34

30. Your footnote disclosure in this table makes conflicting
statements.  For example, you state that Mr. Godels is the
beneficial
owner of the shares held by Mrs. Godels.  Then you state that Mr.
Godels has no power, neither voting nor investment with respect to
Mrs. Godels` shares.  Please revise to clarify.

Financial Statements - December 31, 2005

Note F - Earnings per Common Share, page F-8

31. Refer to your response to comment 39.  We note that you
revised
the disclosure on the Statement of Operations, but you failed to
address the disclosure in this note with the appropriate rounding.
Please revise your disclosure in this note as well as anywhere
else
this amount is presented to be rounded to the nearest cent.

32. We note your response to comment 40.  It appears based on the
revision you made to the document that you are trying to indicate
that the stock split will only affect periods after the split.
For
comparability purposes, stock splits are applied retroactively to
the
first period presented.  Please revise the all financial
statements
presented for the affect of this stock split.  In addition, please
revise your notes in each set of financial statements to discuss
the
accounting treatment applied to the stock split.

Financial Statements - December 31, 2004

Notes to the Financial Statements, December 31, 2004, page F-14

33. We note your response to comment 41 and Note F that you have
added to the financial statements.  Please expand your disclosure
to
include the circumstances that led to the transfer of the property
as
well as the impact that this transfer will have on your
operations.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

You may contact Vanessa Robertson at (202) 551-3649 or James
Atkinson
at (202) 551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sonia
Barros at (202) 551-3655 or John Krug at (202) 551-3862 with any
other questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc: 	Diane J. Harrison, Esquire
      6860 Gulfport Blvd. South No. 162
      S. Pasadena, FL 33707

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Mr. Charles Godels
March 20, 2006
Page 1

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