Published on February 29, 2008
Exhibit
31.2
CERTIFICATIONS
I,
Dee S.
Kelly, certify that:
| 1. |
I
have reviewed this quarterly report on Form 10-QSB of CryoPort,
Inc.
|
| 2. |
Based
on my knowledge, this quarterly 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 quarterly report;
|
| 3. |
Based
on my knowledge, the financial statements, and other financial
information
included in this annual report, fairly present in all material
respects,
the financial condition, results of operations and cash flows of
the small
business issuer as of, and for, the periods presented in this quarterly
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:
|
| c) |
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 quarterly
report is
being prepared;
|
| d) |
evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this quarterly 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
|
| e) |
disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
second 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 financial
reporting.
|
|
Date:
February 29, 2008
|
|||
|
/s/
Dee S. Kelly
|
|||
|
Dee
S. Kelly
Vice
President, Finance
(Principal
Financial and Accounting Officer)
|