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CORRESP
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cbai_corres

  EMAIL:
KSCHLESINGER@OLSHANLAW.COM

  DIRECT DIAL:
212.451.2252

April
15, 2020

VIA EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:
Chris Edwards and Celeste Murphy

Re:

CBA Florida,
Inc.

Preliminary Proxy
Statement on Schedule 14A

Filed
March 25, 2020

File No. 000-50746

Ladies
and Gentlemen:

CBA Florida, Inc., a Florida
corporation (the “Company”), has received the
comment letter dated April 14, 2020 (the “April 14 Letter”) from the staff
of the Division of Corporation Finance, Office of Life Sciences
(“Staff”) with
respect to the Company’s Preliminary Proxy Statement on
Schedule 14A, filed March 25, 2020 (the Proxy”). On behalf of the Company,
set forth below are the Company’s responses to the
Staff’s comments in the April 14 Letter. For ease of
reference, we have recited the Staff’s comments in
italicized, type and have followed the comment with the
Company’s response. Courtesy copies of this letter are being
provided directly to the Staff for its convenience (attention:
Chris Edwards and Celeste Murphy). Per our discussion with the
Staff, after the Staff has reviewed this letter, we will
incorporate the disclosure in another filing of a Preliminary Proxy
Statement. The Company would like to mail the Definitive Proxy
Statement no later than April 20, 2020.

Supplemental Response Letter filed April 9, 2020

Background of the Proposed Dissolution, page 27

1.

We note the response to prior comment number 1. Please expand the
disclosure regarding each party that was contacted to describe all
discussions, meetings and contacts among specific members of the
board and/or management of the Company, and representatives of such
other parties.

Response: In response to this comment,
the Company will revise the background section of the Proxy in a
revised preliminary proxy statement (the “Revised Proxy”) as
follows:

“Background of the Proposed Dissolution

At
a special meeting of the Shareholders held on May 14, 2018,
approximately 98.06% of the shares that were voted, representing
52.42% of the Common Stock, approved the Transaction, which
constituted a sale of substantially all of the Company’s
assets. The Company successfully completed the Transaction on May
17, 2018. Following the closing of the Transaction, the Board has
explored the best means by which to maximize Shareholder
value.

During
the period from May 18, 2018 through September 30, 2018, the
Company stored tissue samples and provided transition services to
California Cryobank Stem Cell Services LLC (“Cal Cryo”)
pursuant to a transition services agreement entered into in
connection with the Transaction.

From
May 2018 through June 2019, the Board explored potential strategic
transactions for the Company with counterparties in the same
industry as the Company and counterparties outside of the
industry.

In May
2018, the Company discussed a potential sale of the Company to
Party A. The Company’s President, Anthony Snow, had multiple
calls and an in-person meeting with Party A’s management.
Party A was interested in the Company as a public company with no
operations, but ultimately declined to pursue a transaction because
of the Company’s potential liabilities which would remain
with the Company.

In July
2018, the Company explored a potential sale of the Company to Party
B. The Chairman of the Company’s Board had multiple calls
with Party B’s management, but such discussions were limited
to preliminary negotiations.

In September 2018, the Company’s Chairman of the Board
entered into discussions with Party C’s management regarding
its potential acquisition of the Company. On October 18, 2010, the
Company and Party C signed a non-binding letter of intent and
initiated due diligence. Following multiple discussions between
Party C’s management and the Company’s President and
Chairman of the Board, on November 7, 2019, Party C informed the
Company that Party C would no longer pursue a transaction with the
Company due to the non-competition and non-solicit provisions of
the Asset Purchase Agreement. The Company was ultimately unable to
obtain a waiver of such restrictive covenants.

In April 2019, as a result of multiple calls between the
Company’s President and the management of Party D, the
Company also reviewed a potential strategic transaction with Party
D. On June 19, 2019, Party D informed the Company that Party D was
not interested in such a strategic transaction.

Following the termination of discussions with
potential transaction counterparties, the Company undertook an
assessment of potential liabilities of the Company, ongoing
expenses and cash available for distribution to Shareholders. On
August 6, 2019, the Company engaged Greenberg Traurig, P.A.
(“Greenberg Traurig”) to advise the Company in
connection with a voluntary dissolution and liquidation
process. On September 5, 2019,
per a referral advisement from Greenberg Traurig, the Company
engaged National Economic Research Associates, Inc.
(“NERA”) to perform an independent valuation of
contingent liabilities resulting from the Company’s former
operating business that related to storing blood samples. On
November 12, 2019, NERA presented its final report on such
valuation to the Board.

On January 9, 2020, the
Board met to discuss potential liquidating distributions and the
possibility of engaging third parties to act as dissolution agents
during the Dissolution process. In the interest of minimizing
costs, the Board determined that its existing officers and outside
management services provider, Red Oak Partners, LLC, would
administer the Dissolution.

The Board now seeks, as a next step in its efforts
to maximize value for Shareholders and any other relevant
constituents, to effect the Dissolution, including the monetization
of the Company’s remaining holdings and other assets, and to
make a distribution of the proceeds of the Transaction. In
furtherance of these efforts, the Board is presenting the Plan of
Dissolution for approval by the Shareholders. The Plan of
Dissolution was approved by the Board on February 11,
2020. The Board also recommended that
the Shareholders approve the Plan of Dissolution. Florida law
provides that a corporation may dissolve upon the recommendation of
its board of directors, followed by the approval of its
shareholders. A copy of the Plan of Dissolution is attached to this
proxy statement at Appendix
A. All material features of the
Plan of Dissolution are summarized below.

If the Plan of Dissolution is approved by the
Shareholders, the Company will file Articles of Dissolution with
the Florida Secretary of State dissolving the Company. Pursuant to
Florida law, the Company will continue to exist for a minimum of
four years after its dissolution becomes effective solely for the
purposes of prosecuting and defending suits against the Company and
enabling the Company and its subsidiaries to close their business,
to dispose of their property, to discharge their liabilities and to
distribute to Shareholders any remaining assets. The proportionate
interests of all of Shareholders will be fixed on the basis of
their respective stock holdings at the close of business on the
date the Articles of Dissolution are filed with the Florida
Secretary of State as determined by the Board, which date is
referred to herein as the “Final
Record Date”. The Company
intends to discontinue recording transfers of shares of the Common
Stock on the Final Record Date, and thereafter certificates
representing shares of Common Stock will not be assignable or
transferable on the Company’s books except by will, intestate
succession or operation of law. After the Final Record Date, any
distributions made by the Company will be made solely to the
Shareholders of record as of the close of business on the Final
Record Date, except as may be necessary to reflect subsequent
transfers recorded on the Company’s books as a result of any
assignments by will, intestate succession or operation of law.
Currently, the Company’s Amended and Restated Articles of
Incorporation and its Tax Benefits Preservation Plan limit direct
or indirect transfers of the Company’s Common Stock to the
extent such transfers could affect the percentage of stock that is
treated as being owned by a holder of our Common Stock that is in
excess of 4.99% of the Company’s outstanding Common
Stock.”

Interests of Certain Persons in the Dissolution, page
32

2.

We note the disclosure in response to prior comment number 4 that
Red Oak will be paid $250 per hour for additional work beyond 80
hours related to the dissolution. Please disclose the estimated
amount of time Red Oak expects the dissolution to require and
whether compensation for any additional work is included in the
$3.0 to $3.5 million reserve for known, ongoing
expenses.

Response: In response to this comment,
the following disclosure will be added to the Revised
Proxy:

“The
Company’s officers and directors will not receive additional
compensation in connection with the Dissolution. Red Oak Partners,
LLC (“Red Oak”) currently provides ongoing management,
administrative and operational services and assistance to the
Company for $100,000 per year. To the extent the Dissolution
requires more than 80 hours of additional work (outside of hours in
the ordinary course of business) to be provided by Red Oak to the
Company with respect to wind down activities and the administration
of any claims which may arise, Red Oak will be paid $250 per hour
for such additional work beyond 80 hours. The Company estimates
that 160 to 200 hours of work over the course of the Dissolution,
in addition to Red Oak’s ordinary course work for the
Company, will be required from Red Oak. After the 80 hour allowance
by Red Oak, this would result in fees of $20,000 to $30,000, which
amounts have been included in the $3.0 to $3.5 million reserve for
known, ongoing expenses; however, the foregoing amounts are
estimates only and the Company cannot give any assurance that the
actual amounts will not vary depending on the extent and nature of
services actually performed by Red Oak during the Dissolution
period.”

*****

Should
any member of the Staff have any questions concerning the foregoing
or desire any further information or clarification in respect of
Proxy, please do not hesitate to contact Anthony Snow, the
Company’s President, at (844) 266-4622, or me at (212)
451-2252 or my colleague Jason D. Cabico at (212)
451-2395.

Very truly
yours,

/s/ Kenneth A.
Schlesinger

Kenneth A.
Schlesinger

cc:

Anthony
Snow

Jason
D. Cabico