Published on July 14, 2006
Exhibit
31.2
CERTIFICATIONS
I,
Dee S.
Kelly, certify that;
| 1. |
I
have reviewed this annual report on Form 10-KSB of CryoPort,
Inc.
|
| 2. |
Based
on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made not misleading with respect to the period covered by this
report;
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material resects
the
financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this annual
report;
|
| 4. |
The
small business issuer’s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the small business issuer and
have:
|
| a. |
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this annual report
is
being prepared.
|
| b. |
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this annual report our conclusions about
the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this annual report based on such evaluation;
and
|
| c. |
Disclosed
in this report any change in the small business issuer’s internal controls
over financial reporting that occurred during the small business issuer’s
forth fiscal quarter that has materially affected, or is reasonably
likely
to materially affect, the small business issuer’s internal control over
financial reporting; and
|
| 5. |
The
small business issuer’s other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee
of the small business issuer’s board of directors (or persons performing
the equivalent functions):
|
| a. |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information;
and
|
| b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over reporting.
|
Date:
July 13, 2006
/s/
Dee S. Kelly
Dee
S.
Kelly
Vice
President, Finance