SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                          CURRENT REPORT ON FORM 8-K


                       Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                        Date of Report, March 10, 1999


                       Commission File Number: 0-20307

                       AVALON COMMUNITY SERVICES, INC.
                         (Exact name of Registrant as
                     specified in its corporate charter)



            Nevada                                         13-3592263
      (State of Incorporation)                  (I.R.S. Employer I.D. Number)


              13401 Railway Drive, Oklahoma City, Oklahoma 73114
                   (Address of Principal executive offices)

                                (405) 752-8802
                         (Issuer's telephone number)












<PAGE>





ITEM 2.  Acquisition of Assets


      On February 25,1999, Avalon Community Services Inc. closed a senior credit
facility  with  the  Fleet  Capital  Corporation.  The new  loan is a four  year
revolving  credit  facility  primarily  utilized to finance the expansion of the
Company's business.

      The credit  facility  provides for an $18 million  senior  revolving  debt
facility secured by substantially all assets of the Company. The credit facility
is subject to a 1/2% unused line fee and  interest  on  outstanding  balances at
Prime + .25% - .50 % or  LIBOR + 2.0 - 3.0%.  The  maturity  date of the  credit
facility is February 25, 2003.

            Initially,  no amounts were extended on the credit  facility and the
Company utilized  existing cash reserves to retire debt that was  collateralized
by assets now  pledged to Fleet  Capital  under the new  agreement.  The Company
expects  amounts to be borrowed under the facility within 90 days to finance new
projects and acquisitions.

 ITEM 7.  Financial Statements and Exhibits

a.    Loan and Security Agreement dated February 25, 1999, between Fleet Capital
Corporation,Avalon Community Services Inc. and Southern Corrections Systems Inc.










                                  Page 1

<PAGE>



             AVALON COMMUNITY SERVICES, INC. AND SUBSIDIARIES
                                SIGNATURES



            In  accordance  with  the  requirements  of the  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.


Date: March 10, 1999                 AVALON COMMUNITY SERVICES, INC.



                                    By: /S/ Jerry Sunderland
                                    Jerry Sunderland, President




















                                  Page 2
[{"type": "8-K", "sequence": "1", "description": "8-K FOR FLEET FINANCING", "secsgml_size_bytes": 2770}]
{"company-data": {"conformed-name": "AVALON COMMUNITY SERVICES INC", "cik": "0000872202", "assigned-sic": "8744", "irs-number": "133592263", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20307", "film-number": "99561738"}, "business-address": {"street1": "13401 RAILWAY DR", "street2": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73114", "phone": "4057528802"}, "mail-address": {"street1": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73157"}, "former-company": {"former-conformed-name": "AVALON ENTERPRISES INC", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          CURRENT REPORT ON FORM 8-K

                       Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                        Date of Report, March 10, 1999

                       Commission File Number: 0-20307

                       AVALON COMMUNITY SERVICES, INC.
                         (Exact name of Registrant as
                     specified in its corporate charter)

            Nevada                                         13-3592263
      (State of Incorporation)                  (I.R.S. Employer I.D. Number)

              13401 Railway Drive, Oklahoma City, Oklahoma 73114
                   (Address of Principal executive offices)

                                (405) 752-8802
                         (Issuer's telephone number)
ITEM 2.  Acquisition of Assets

      On February 25,1999, Avalon Community Services Inc. closed a senior credit
facility  with  the  Fleet  Capital  Corporation.  The new  loan is a four  year
revolving  credit  facility  primarily  utilized to finance the expansion of the
Company's business.

      The credit  facility  provides for an $18 million  senior  revolving  debt
facility secured by substantially all assets of the Company. The credit facility
is subject to a 1/2% unused line fee and  interest  on  outstanding  balances at
Prime + .25% - .50 % or  LIBOR + 2.0 - 3.0%.  The  maturity  date of the  credit
facility is February 25, 2003.

            Initially,  no amounts were extended on the credit  facility and the
Company utilized  existing cash reserves to retire debt that was  collateralized
by assets now  pledged to Fleet  Capital  under the new  agreement.  The Company
expects  amounts to be borrowed under the facility within 90 days to finance new
projects and acquisitions.

 ITEM 7.  Financial Statements and Exhibits

a.    Loan and Security Agreement dated February 25, 1999, between Fleet Capital
Corporation,Avalon Community Services Inc. and Southern Corrections Systems Inc.

                                  Page 1
AVALON COMMUNITY SERVICES, INC. AND SUBSIDIARIES
                                SIGNATURES

            In  accordance  with  the  requirements  of the  Exchange  Act,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

Date: March 10, 1999                 AVALON COMMUNITY SERVICES, INC.

                                    By: /S/ Jerry Sunderland
                                    Jerry Sunderland, President

                                  Page 2