UPLOAD: SEC-generated letter

Mail Stop 6010

January 9, 2006


Mr. Peter Berry
Chief Executive Officer and President
CryoPort, Inc.
451 Atlas Street
Brea, California 92821

Re: CryoPort, Inc.
Form 10-SB, Amendment 1
Filed December 19, 2005
File No. 0-51578

Dear Mr. Berry:

We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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 information so we
may
better understand your disclosure. After reviewing this
information,
we may 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 any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.

FORM 10-SB

Overview, page 4

1. We note the revisions pursuant to comment 4, and we reissue the
comment in part. Please discuss the development status of your
disposable shippers. Discuss the steps you have taken toward
developing these products, and discuss the steps you will need to
take
to bring the products to market.

Development of International Programs and Markets, page 10

2. We reissue comment 10 in part. Please disclose whether the 10-
day
hold time referenced in this section is a static hold time or a
functional hold time.

Sales and Marketing, page 14

3. We note your response to comment 11, and we reissue the
comment.
Please identify in your filing your South American sales agent,
and
state the amount of revenues this agent accounted for. We note
filing
as an exhibit the agreement with this agent would "create
difficulties." Please note that if the agreement falls under Item
601(b)(10) of Regulation S-B, it must be filed regardless of your
preference to keep it confidential. Therefore, please either file
the
agreement as an exhibit or provide us with an analysis as to why
this
agreement is not required to be filed under Item 601(b)(10) of
Regulation S-B. Please note that if you file it, you may request
confidential treatment for the immaterial sensitive terms by
following
the procedure outlined in Rule 24b-2 of the Exchange Act and Staff
Legal Bulleting 1, which can be found at www.sec.gov.

Manufacturing, page 18

4. We note that in response to comment 15, you state, "It is
believed
that any of the currently used manufacturers could be replaced
within
a short period of time . . . ." This statement appears to
contradict
a sentence in the previous paragraph that reads, "For some
components,
however, there are relatively few alternative sources of supply
and
the establishment of additional or replacement suppliers may not
be
accomplished quickly." Please reconcile. It appears you should
identify the suppliers that would be difficult to replace.

Item 2. Management`s Discussion and Analysis or Plan of
Operation,
page 28

Liquidity and Capital Resources, page 28

5. We note your response to comment 26 and reissue the comment.
Please be aware that you are required to disclose all information
that
is material to investors, regardless of any commercial harm
disclosure
might cause.

* Please identify the vaccine manufacturers that are using your
product in clinical trials, and identify the "two large, and well
established manufacturing companies" with whom you are currently
negotiating.
* Please file all agreements you have entered into with the above
parties and discuss the agreements` material terms in your filing.
If
you do not believe the agreements and their terms are material to
investors, please explain to us why not.
* We note that in a May 11, 2005 press release, you stated Cell
Genesys purchased 100 of your "reusable lightweight shippers with
a
projected need over the coming months for several hundred more."
Subsequently, in a July 27, 2005 press release, you refer to a
customer that purchased 100 reusable shippers and was scheduled to
purchase an additional 400 units through April 2006. This press
release described this relationship as "exciting . . . as we
believe
this customer has a number of products in their pipeline that will
be
able to benefit by using CryoPort shippers in the future." Please
disclose this relationship in your filing. It would appear to
affect
your disclosure under Items 101, 303, and 601 of Regulation S-B.
Also, tell us whether Cell Genesys is one of the parties
referenced in
the first bullet point above.

Critical Accounting Policies, page 32

6. Regarding prior comment thirty on Section V. of Financial
Reporting
Release 72, please tell us how, for each of your critical
accounting
estimates or assumptions, you have discussed the following or
revise
your disclosure to discuss the following:

* how accurate the estimate/assumption has been in the past;
* how much the estimate/assumption has changed in the past;
* specific sensitivity of the estimate/assumption to change, based
on
other outcomes that are reasonably likely to occur and would have
a
material effect; and
* quantitative information about the estimate/assumption, when it
is
reasonably available and will provide material information for
investors.

Part F/S - Financial Statements, page F-1

Audited Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-6

7. Please disclose the following about all equity instruments
issued
prior to your shares being traded on the pink sheets or all equity
instruments during any period where your estimates of the fair
value
of your common stock differed materially from the prices reported
on
the pink sheets:

* the nature and date of the issuance;
* the number of shares issued or issuable upon exercise of the
instrument;
* the per share amount paid or exercise price;
* your estimate of the fair value of any common stock issuable
upon
exercise;
* the nature of your relationship with the recipient;
* the amount of any compensation or interest expense;
* the nature and terms of any concurrent transactions; and
* the significant factors contributing to the changes in your
estimate
of fair value and to material differences between your estimate
and
any prices reported on the pink sheets.

Note 2 - Summary of Significant Accounting Policies, page F-7

8. As it is unclear from your disclosures and your response to our
prior comment 38, please revise your disclosures to describe the
process for and the significant assumptions used in estimating the
fair value of your common stock in each of the situations listed
in
that comment. In addition, as was requested in that comment,
please
tell us how you considered the value implied by any sales of your
stock to unrelated third parties.

Furthermore, once your stock began trading on the pink sheets,
please
further justify to us how the trading price was not representative
of
the fair value of your common stock. In so doing, please clarify
the
extent to which your estimates of fair value differ from the
trading
price and to which you have different classes of stock.

Finally, please tell us the specific provisions within GAAP that
support the estimates you made when your stock was trading on the
pink
sheets and address how those estimates are consistent with:
paragraph
10(a) of APB 25, paragraph 395 of SFAS 123, and paragraphs 47 and
48
of SFAS 128. In so doing, please tell us whether you should have
and
if you considered paragraph 3(a) of SFAS 115, which appears to
suggest
that the fair value of your stock was readily determinable when
prices
are available in the over-the-counter market and public reported
by
the National Quotation Bureau, which appear to have subsequently
become the pink sheets.

Interim Financial Statements, page F-24

9. Please update your financial statements through September 30,
2005,
pursuant to Part F/S of Form 10-SB and Item 310(g) of Regulation
S-B.

* * *

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. 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 information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

You may contact Keira Ino at (202) 551-3659 or Oscar Young at
(202) 551-3622 if you have questions regarding comments on the
financial statements and related matters. Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3715 with any other
questions.

Sincerely,



Jeffrey Riedler
Assistant Director

cc: Gary Curtis Cannon
Attorney at Law
12341 Briardale Way
San Diego, CA 92128-5212
??

??

??

??

Mr. Peter Berry
CryoPort, Inc.
January 9, 2006
Page 1