UPLOAD: SEC-generated letter

Mail Stop 6010

February 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 2
Filed January 26, 2006
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

General

1. We note the following:

* Page 41 of the filing identifies Dante Panella as a 6.6%
shareholder;
* According to their website, First Capital Investors, Inc. claims
your company as a client; and
* Certain of the press releases on First Capital`s website
regarding
Gateway International Holdings, Inc. list Mr. Panella as a contact
person at First Capital.

Based on Mr. Panella`s connections both to your company and to
First
Capital, please provide us with an analysis as to whether any
disclosure about transactions with First Capital or with Mr.
Panella
is required pursuant to Item 404(a)(3) of Regulation S-B. Note
that
Item 404 covers both proposed transactions and transactions that
have
occurred during the past two years.

Sales and Marketing, page 15

2. We note your response to comment 3. You have not provided a
sufficient analysis under Item 601(b)(10) of Regulation S-B to
justify
omitting your agreement with CryoPort Systems Ltda. Therefore,
please
file this agreement as an exhibit, and discuss its material terms-
such
as any material rights or obligations, duration, and termination
provisions-in the body of your filing. Our precise basis for
requesting the filing of this agreement is Item 601(b)(10)(i)(B),
which requires the filing of "[a]ny contract upon which the small
business issuer`s business is substantially dependent, such as
contracts with principal customers, principal suppliers, franchise
agreements, etc." Based on the fact that CryoPort Systems Ltda.
generated 10% of your revenues for the year ended March 31, 2005,
it
appears your business is "substantially dependent" on this
company.
However, if you continue to believe you are not required to file
this
agreement, please provide a detailed analysis based on Item
601(b)(10)(i)(B), discussing why you believe your company is not
"substantially dependent" upon CryoPort Systems Ltda.

Item 2. Management`s Discussion and Analysis or Plan of Operation,
page 29

Total assets, page 29

3. We note your response and revisions pursuant to comment 5.
Please
disclose in your filing, as you state in your response letter,
that
the company does not currently have any pending purchase orders
from
Cancervax, Cell Genesys, or Argos Therapeutics.

* * *

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
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Mr. Peter Berry
CryoPort, Inc.
February 9, 2006
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