Form: NT 10-K

Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT

June 28, 2006

U.S. SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
 
(Check One): þ Form 10-KSB ¨ Form 20-F ¨ Form 11-K ¨ Form 10-QSB ¨ Form N-SAR
 
 
For Period Ended:  March 31, 2006
 
¨  
Transition Report on Form 10-KSB
¨  
Transition Report on Form 20-F
¨  
Transition Report on Form 11-K
¨  
Transition Report on Form 10-QSB
¨  
Transition Report on Form N-SAR
 
For the Transition Period Ended:
 

Read Instruction (on Back Page) Before Preparing Form. Please Print or Type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION
 
CryoPort, Inc.
Full Name of Registrant:
 
N/A.
Former Name if Applicable
 
451 Atlas Street.
Address of Principal Executive Office (Street and Number
 
Brea, California 92821
City, State and Zip Code
 
PART II - Rule 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeds relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
  (a)   
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense:
       
þ
 (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
       
  (c)  
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
 
 
 
 
PART III - NARRATIVE
 
State below in reasonable detail the reasons why the Form 10-KSB, 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed) The Company’s 10-KSB was submitted October 19, 2005. Preparation of this submission caused delay in completion of the 10-QSB.
 
PART IV - OTHER INFORMATION
 
(1)  
Name and telephone number of person to contact in regard to this notification
 
Dee S. Kelly
  
(714)
  
256-6100
(Name)
  
(Area Code)
  
(Telephone Number)
 
   
(2)  
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). þ Yes ¨ No
 
(3)  
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof? ¨ Yes þ No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
CryoPort, Inc. 
(Exact name of small business issuer as specified in its charter)
 
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
Date: June 28, 2005 By:   /s/ Peter Berry
 
Peter Berry
  Chief Executive Officer
 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Investigations (see 18 U.S.C. 1001).