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CORRESP
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    GARY
      CURTIS CANNON

    ATTORNEY
      AT LAW

    12341
      Briardale Way

    San
      Diego, CA 92128-5212

    ____________________

    Telephone
      (858) 391-9083 Facsimile (858) 391-9084

    email:
      garycurtiscannon@lawyer.com

    By
      Fax and Mail

    December
      15, 2005

    Jeffrey
      Riedler

    Assistant
      Director

    Division
      of Corporate Finance

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              CryoPort,
                Inc.

        Form
      10-SB

        Filed
      October
      20, 2005

        File
      No.
      0-51578

    Dear
      Mr.
      Riedler,

    The
      Company management has had internal discussions and a review by our auditors
      of
      my December 9, 2005 letter addressed to you responding to the SEC comments
      regarding the CryoPort 10-SB filed October 20, 2005. Based on the review by
      CryoPort’s auditors and further internal discussion of management, CryoPort is
      providing further information by adding additional clarifying language to the
      Company’s responses to the SEC comments numbers 38, 39 and 41 as set forth
      below. In addition, CryPort has filed its Form 10-SB/A as initially requested
      by
      Greg Belliston in my conversation with him on December 13, 2005.

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

            38.

              Based
                on your web site, it appears that your common stock currently trades
                on
                the pink sheets. As such, please tell us how you considered those
                quoted
                market prices and the value implied by any sales of your stock to
                unrelated third parties in:

            ·

              concluding
                that employee options granted were issued at or above the estimated
                fair
                value of your stock on the grant date, as disclosed on Pages F-12
                and
                F-33;

    All
      options granted were issued at a per share price consistent with the selling
      prices of the Company’s common stock in its most recent private placement
      offerings to third parties at around the date of the option grants. The selling
      prices

    Jeffrey
      Riedler, Assistant Director

    United
      States Securities and Exchange Commission

    December
      15, 2005

    Page
      2

    of
      the
      Company’s common stock ranged from $0.50 to $0.70 per share in fiscal 2004, as
      disclosed in Note 9 of the consolidated financial statements. As the Company
      was
      not publicly traded during this period, the Company utilized its most recent
      sales of its common stock to value options in that period. In fiscal 2005,
      the
      selling prices of the Company’s common stock ranged from $0.04 to $0.75, as also
      disclosed in Note 9 of the consolidated financial statements. As the Company
      was
      not publicly traded from April 1, 2004 through March 15, 2005, the Company
      again
      utilized its most recent sales of its common stock to value options granted
      during that period. No options have been issued subsequent to March 15, 2005
      so
      consideration of the publicly traded prices on the Pink Sheets was not necessary
      for option valuations. The last option issued was in August 2004 which was
      several months before the Company considered the “reverse merger” transaction.
      In consideration of all facts that existed at the dates of grant, we believe
      that all options were issued at or above the fair value of our common stock
      on
      the grant dates.

            ·

              determining
                the stock-based employee compensation under the fair value method
                reported
                on Pages F-12 and F-33;

    As
      noted
      in the previous response, all options were issued at or above the fair value
      of
      our common stock on the grant dates. In consideration of the facts noted above,
      all option fair values were calculated using the Black-Scholes option-pricing
      model on the date of grant using the following assumptions: (i) no dividend
      yield, (ii) average volatilities in both years of 60%, (iii)
      weighted-average risk-free interest rate of approximately 3.21% and 3.29%,
      respectively, and (iv) expected lives of five years.

            ·

              calculating
                the impact under the treasury method of dilutive convertible debt,
                stock
                options, and warrants that is disclosed on Pages F-13 and
                F-34.

    As
      noted
      above, the Company was not “publicly traded” until March 15, 2005. Prior and
      subsequent to that date through March 31, 2005, the Company conducted
      fundraising activities to raise capital through private sales at $0.75 per
      share, a value at which the Company believed to be the fair market value of
      its
      common stock. The capital raise resulted in an additional 1,322,497 shares
      issued at that price. The Company did note, however, that there were “public
      transactions” on the Pink Sheets from the period March 15, 2005 through March
      31, 2005. Those trades were at prices ranging from $1.00 to $5.50 per share
      per
      the Pinksheets.com website. However, the stock was so thinly traded when
      compared to the overall common stock shares outstanding of nearly 30 million,
      that it appeared inappropriate for the Company to use those trades to determine
      the fair value of the Company’s common stock as those trades amounted to pure
      speculation on

    Jeffrey
      Riedler, Assistant Director

    United
      States Securities and Exchange Commission

    December
      15, 2005

    Page
      3

    the
      Company’s common stock. Additionally, the Company was not yet a reporting entity
      so there was no publicly available information for which those traders to make
      investment decisions. Of further note, of the 30 million shares outstanding,
      only 2.5 million shares are in the public float. In that light, the Company
      did
      not factor in the quoted Pink Sheet prices in calculating the impact under
      the
      treasury method but opted instead to use the Company’s private funding common
      stock values to produce a more accurate and conservative impact.

    When
      contemplating the impact using the treasury method of dilutive convertible
      debt,
      stock options, and warrants which is disclosed on Page F-34, the Company did
      not
      conduct any capital raises, other than warrant exercises, until August 2005.
      At
      June 30, 2005, given the progress of the Company’s business model and related
      events, it was our firm belief that the $0.75 was a better representation of
      the
      fair market value of the Company’s common stock. The Company noted that its
      stock continued to trade on the Pink Sheets in the $5.00 to $6.00 range.
      However, again, the trading was so thin versus the Company’s total outstanding
      shares that we felt it would be inaccurate to utilize those trading prices.
      For
      example, at the lower trading price during the period of $5.00, the Company’s
      value would be approximately $150 million. Using $0.75, the Company’s value is
      approximately $22,500,000. Given the Company’s market position and results, the
      latter value appears more realistic and a better, more conservative, indicator
      of the value of the Company as of June 30, 2005.

            ·

              estimating
                the fair value of the shares provided to the former employee as disclosed
                on page F-20;

    The
      value
      of the Company’s common stock at the time these shares were issued to the former
      employee was based on the private sales of the Company’s common stock ($0.04) at
      the time this settlement was completed. In August 2004, the Company was
      experiencing a severe operating cash flow shortage and was in danger of having
      to cease operations. In that light, the Company notified its existing
      shareholders of the need of immediate funding. To facilitate the funding, the
      Company, beginning in August 2004, offered the Company’s common stock at $0.04
      per share. The low price of the shares offered was in consideration of the
      risk
      premium the shareholders were undertaking. In the fundraising activities from
      August 2004 through November 2004, the Company sold approximately 10 million
      shares to meet its funding needs. Consistent with this funding offering and
      the
      price being consistent with the Company’s situation, the $0.04 price was used in
      valuing this option as it was representative of the fair market value of the
      common stock at the date of issuance. Further, the settlement transaction
      occurred before the Company entered into a public transaction, and therefore
      the
      Pink Sheets prices in effect for the predecessor Company were not considered
      relevant at that time.

    Jeffrey
      Riedler, Assistant Director

    United
      States Securities and Exchange Commission

    December
      15, 2005

    Page
      4

            ·

              calculating
                the weighted average fair value of the options granted, as disclosed
                on
                page F-20; and,

    The
      weighted average fair value of the options granted during fiscal 2004 and 2005
      was determined based on the historical grant prices ranging from $0.04 to $0.75
      per share, and was determined based on the facts discussed above.

            ·

              determining
                the value of unexercised in-the-money options disclosed on Page
                38.

    We
      considered the quoted prices on the Pink Sheets in our valuation, but believe
      they were not a true indicator, at that time, of the value of the Company’s
      common stock. As noted in our responses above, several factors were considered
      when using the $0.75 price in the computation. The first factor was the limited
      trading history of the Company on the Pink Sheets. The Company, in its current
      form, had only been trading since March 15, 2005. The second factor was the
      public float. The public float of the Company’s shares was only 2.5 million
      shares when there was a total of 30 million shares outstanding, an amount
      representing less than 10% of the Company’s outstanding common stock. The third
      factor is the lack of information available to the public markets as the Company
      had not become a reporting entity yet, therefore, informed investment decisions
      could not be made. The fourth factor is that the stock was so thinly traded
      that
      it would be difficult to justify that these transactions were reflective of
      the
      fair value of the common stock of the Company. To illustrate, as noted above,
      the trading prices on the Pink Sheets would result in a Company valuation in
      excess of $150 million. Given the Company’s operating history, assets and
      status, this value is unsustainable and highly unlikely. When considering the
      most recent private capital raises of over 1.3 million common shares at $0.75,
      the volume of these raises and the efforts to raise funds at this price, this
      indicates to us that this is more reflective of the fair market value of the
      Company’s common stock, and thus that was the value utilized in the computation.

    Fair
      Value of Financial Instruments, page F-8

              39.

                Please
                  elaborate, for us, on why the fair value of the related party notes
                  payable is not determinable. In so doing, please tell us whether
                  you could
                  reasonably estimate what the fair value would have been for notes
                  payable
                  to unrelated third parties for similar amounts and with similar
                  maturities. If so, please tell us why this did not make the fair
                  value of
                  the related party notes payable determinable. If not, please tell
                  us: (a)
                  whether you used the incremental borrowing rate, as defined in
                  paragraph
                  5(1) of SFAS 13, in presumably determining, in accordance with
                  paragraph
                  7, that the April 1, 2005 lease, disclosed on page F-17 was an
                  operating,
                  not a capital, lease and (b) why this rate did not make the fair
                  value of
                  the related party notes
                  determinable.

    Jeffrey
      Riedler, Assistant Director

    United
      States Securities and Exchange Commission

    December
      15, 2005

    Page
      5

    The
      Company has revised its statement in the section, “Fair Value of Financial
      Instruments” on page F-8 of the March 31, 2005 Financial Statements to include
      the following sentence: “The difference between the fair value and recorded
      values of the related party notes payable is not significant.” The Company has
      prepared a detailed analysis discounting the future payment streams of the
      notes
      payable to the present values as of March 31, 2005. This analysis compared
      the
      present value of the notes at the 6% interest stated rate of the notes with
      the
      present values at the published prime rate as of March 31, 2005, prime plus
      1
      and prime minus 1 rates. Based on these comparisons, it was determined that
      the
      differences in the present value of the notes using the above discount rates
      were not significant. (See Form 10-SB/A).

    Operating
      Leases, page F-17

              40.

                Please
                  explain to us why your future minimum rental payments, as of March
                  31,
                  2005, for fiscal years 2006 and 2007 appear to significantly exceed
                  the
                  rent expense for fiscal years 2004 and 2005. In doing so, please
                  clarify
                  whether the rental payments in the tabular disclosure are the same
                  as the
                  ones disclosed in the first paragraph. If they are the same please
                  resolve
                  the discrepancy between the obligations existing as of March 31,
                  2005 and
                  the fact that the lease was entered into subsequent to that date,
                  on April
                  1, 2005.

    In
      addition, please clarify whether the lease entered into on April 1, 2005 is
      for
      the same Brea, California facility that you had previously leased on a month
      to
      month basis with varying monthly payments. If so, please tell us why the monthly
      payments appeared to have significantly
      increased. If not, please tell us the extent of the costs incurred to exit
      the
      previous facility and, if those costs were material, how you accounted for
      them.

    Prior
      to
      the Company moving into its current facility in Brea, CA, the Brea landlord
      had
      been experiencing difficulty identifying a tenant. The building had remained
      empty for approximately 3 years based on the poor condition of the building
      caused by the previous tenant. Due to the poor condition of the building, the
      Company and owner of the buil