SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Robert S. Stefanovich
Chief Financial Officer
Cryoport, Inc.
112 Westwood Place, Suite 350
Brentwood, TN 37027

 Re: Cryoport, Inc.
 Form 10-K fo the fiscal year ended December 31, 2024
 File No. 001-34632
Dear Robert S. Stefanovich:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 13, 2025

 Via
 EDGAR Submission

 Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Vanessa Robertson and Jenn Do

 Re: Cryoport, Inc.
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-34632

 Ladies and Gentlemen:

 We respectfully submit the following response
to the letter from the staff (the "Staff") of the Division of Corporate Finance of the Securities and Exchange Commission
("Commission") dated July 31, 2025 relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December
31, 2024 of Cryoport, Inc. (the "Company"). To facilitate your review, we have reproduced the text of the Staff's comments
in italicized print below.

 Form 10-K for the fiscal year ended December 31, 2024

 ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations

 Revenue by
type, page 42

 1.     We
note within your earnings release on Form 8-K as well as the earnings call presentation that you quantify the amount of revenue earned
related to Commercial Cell & Gene Therapy. In fact, it is the first bullet in your earnings release for the first quarter of 2025
and you have emphasized those results in that period's earnings call. Therefore, please tell us and quantify in future filings the
Commercial Cell & Gene Therapy revenue that is included in each of your three operating segments. Refer to Item 303(a) of Regulation
S-K. Further, tell us and disclose the significant components of each of the three operating segments and provide an analysis of the changes
in each of those components pursuant to Item 303(b)(2)(i) and (ii) of Regulation S-K, as it is not clear from the description of your
products and services on pages 5-7 into what operating segments these products and services are included. For example, it should be clear
to a reader what is included within BioLogistics Solutions, which accounts for 60% of your consolidated revenue for the year ended December
31, 2024.

 Response:

 In the Company's condensed consolidated
statements of operations, the Company's total revenue is comprised of Life Sciences Services revenue and Life Sciences Products
revenue. The Company disaggregates Life Sciences Services revenue into BioLogistics Solutions revenue and BioStorage/BioServices revenue,
which results in the following three types of revenue on a disaggregated basis:

 · BioLogistics Solutions revenue

 · BioStorage/BioServices revenue

 · Life Sciences Products revenue

 In the Company's discussion of its Results
of Operations in the "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company
describes and quantifies its total revenues with reference to the three types of revenue outlined above. For the purposes of our response,
we believe the Staff's reference to "three operating segments" in its comment were a reference to our revenue disaggregation
by type, as outlined above.

 We respectfully acknowledge the Staff's
comment in reference to Item 303 of Regulation S-K and, beginning with our Form 10-Q for the quarter ended June 30, 2025, in our future
Form 10-Q and Form 10-K filings, the Company will revise the presentation of the "Results of Operations" included within "Management's
Discussion and Analysis of Financial Condition and Results of Operations" to include disclosure of Commercial Cell & Gene Therapy
revenue quantified by type of revenue.

 For example, in the Company's Form 10-Q
for the quarter ended June 30, 2025, the Company disclosed the following in its discussion of Results of Operations (emphasis added):

 " Revenue by type

 Life Sciences Services
revenue increased by $4.2 million, or 20.9%, from $20.2 million to $24.4 million for the three months ended June 30, 2025, as compared
to the same period in 2024. This increase was driven by year-over-year growth in BioLogistics Solutions revenue and BioStorage/BioServices
revenue of 19.5% and 27.6%, respectively, demonstrating strong demand for our services offerings. Commercial Cell & Gene therapy
revenue included in BioLogistics Solutions revenue was $7.5 million for the three months ended June 30, 2025, representing a 32.2% year-over-year
increase from $5.6 million in the prior year period. We supported 728 clinical trials globally at June 30, 2025, of which 82 of these
clinical trials were in phase 3, representing an overall increase of 53 clinical trials from 675 clinical trials at year end 2024. Our
company continues to lead the way in providing advanced temperature-controlled supply chain solutions designed to support the development
of cell & gene therapies and our future growth.

 Life Sciences Products
revenue increased by $1.5 million, or 7.8%, from $19.6 million to $21.1 million for the three months ended June 30, 2025, as compared
to the same period in 2024. Life Sciences Products revenue consists primarily of revenue from our portfolio of cryogenic stainless-steel
freezers, aluminum dewars and related ancillary equipment used in the storage and transport of life sciences commodities, which includes
the rapidly growing Cell and Gene Therapy market through a global network of distributors and direct client relationships. Life Sciences
Products revenue was primarily driven by demand from customers in the EMEA and APAC regions and strong demand from Animal Health customers
in the Americas. Commercial Cell & Gene therapy revenue included in Life Sciences Products revenue was $1.2 million and $0.9 million
for the three months ended June 30, 2025 and 2024. "

 Additionally, as requested, for the fiscal year
ended December 31, 2024, (i) Commercial Cell & Gene therapy revenue included in BioLogistics Solutions revenue was $24.1 million and
(ii) Commercial Cell & Gene therapy revenue included in Life Sciences Products revenue was $1.8 million.

 The Company will also, beginning with our Form
10-Q for the quarter ended June 30, 2025, in our future Form 10-Q and Form 10-K filings, provide the additional descriptions of the services
and products that constitute, in each case, the three types of disaggregated revenue in the "Revenue Disaggregation" section
of the "Revenue, Concentrations and Geographic Information" note to its financial statements. For example, in note 4 to the
financial statements included in the Company's Form 10-Q for the quarter ended June 30, 2025, the Company disclosed the following:

 " Revenue Disaggregation

 The Company's total
revenue is comprised of Life Sciences Services revenue and Life Sciences Products revenue. The Company disaggregates Life Sciences Services
revenue into BioLogistics Solutions revenue and BioStorage/BioServices revenue. BioLogistics Solutions revenue primarily includes temperature-controlled
logistics services, such as transportation, logistics and related support, chain-of-custody and condition monitoring, lab move services,
consulting, and cryopreservation services. BioStorage/BioServices revenue primarily includes storage, kitting, labelling, fulfillment,
sample management, drug return, and qualified person (QP) drug product release services. Life Sciences Products revenue includes revenue
from the sale of cryogenic systems, such as freezers and, cryogenic dewars and related ancillary accessories."

 We hope that the foregoing has been responsive
to the Staff's Comments. If you have any further comments or questions regarding this letter, please contact the undersigned at
(949) 681-2727.

 Sincerely,

 /s/ Robert Stefanovich

 Chief Financial Officer

 Cryoport, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Robert S. Stefanovich
Chief Financial Officer
Cryoport, Inc.
112 Westwood Place, Suite 350
Brentwood, TN 37027

 Re: Cryoport, Inc.
 Form 10-K fo the fiscal year ended December 31, 2024
 File No. 001-34632
Dear Robert S. Stefanovich:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K fo the fiscal year ended December 31, 2024
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Revenue by type, page 42

1. We note within your earnings release on Form 8-K as well as the earnings
call
 presentation that you quantify the amount of revenue earned related to
Commercial
 Cell & Gene Therapy. In fact, it is the first bullet in your earnings
release for the first
 quarter of 2025 and you have emphasized those results in that period's
earnings call.
 Therefore, please tell us and quantify in future filings the Commercial
Cell & Gene
 Therapy revenue that is included in each of your three operating
segments. Refer
 to Item 303(a) of Regulation S-K. Further, tell us and disclose the
significant
 components of each of the three operating segments and provide an
analysis of the
 changes in each of those components pursuant to Item 303(b)(2)(i) and
(ii) of
 Regulation S-K, as it is not clear from the description of your products
and services on
 pages 5-7 into what operating segments these products and services are
included. For
 example, it should be clear to a reader what is included within
BioLogistics Solutions,
 July 31, 2025
Page 2

 which accounts for 60% of your consolidated revenue for the year ended
December
 31, 2024.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Vanessa Robertson at 202-551-3649 or Jenn Do at
202-551-3743 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March 20, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Registration
Statement on Form S-3

File
No. 333-230237

Request
for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cryoport, Inc. (the “Registrant”)
hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission
at 1:00 p.m., Eastern Time, on Monday, March 25, 2019, or as soon thereafter as practicable.

The Registrant hereby authorizes
Anthony Ippolito, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Mr. Ippolito at (714) 427-7409. The Registrant also respectfully
requests a copy of the written order verifying the effective date.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name:

        Title:

    Robert Stefanovich
Chief Financial Officer

March 19, 2019
Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
17305 Daimler St.
Irvine, CA 92614
Re:Cryoport, Inc.
Registration Statement on Form S-3
Filed March 13, 2019
File No. 333-230237
Dear Mr. Stefanovich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Anthony Ippolito, Esq.

CORRESP
1
filename1.htm

February 11, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Registration Statement on Form S-3

File No. 333-229395

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Cryoport, Inc. (the “Registrant”) hereby
requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 1:00
p.m., Eastern Time, on Thursday, February 14, 2019, or as soon thereafter as practicable.

The Registrant hereby authorizes
Anthony Ippolito, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Mr. Ippolito at (714) 427-7409. The Registrant also respectfully
requests a copy of the written order verifying the effective date.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name:
    Robert Stefanovich

    Title:
    Chief Financial Officer

[SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

February 8, 2019
Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
17305 Daimler Street
Irvine, CA 92614
Re:Cryoport, Inc.
Registration Statement on Form S-3
Filed January 28, 2019
File No. 333-229395
Dear Mr. Stefanovich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 4628

September 10 , 2018

Via E-Mail
Robert F. Stefanovich
Chief Financial  Officer
Cryoport, Inc.
17305 Daimler Street
Irvine , CA 9 2614

 Re: Cryoport, Inc.
  Form 10-K for the Fiscal  Year Ended December 3 1, 2017
  Filed March 8 , 2018
File No. 1-34632

Dear Mr. Stefanovich :

We refer you to our comment letter  dated  August 24, 2018  regarding potential business
contacts with Syria and Sudan .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Nguyen Parker
 Assistant Director

CORRESP
1
filename1.htm

Cryoport, Inc.

17305 Daimler St.

Irvine, CA 92614

August 31, 2018

VIA EDGAR

Ms. Cecilia Blye, Chief

Office of Global Security Risk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Cryoport, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 8, 2018

File No. 1-34632

Dear Ms. Blye:

Cryoport, Inc. (the “Company”)
is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated August 24, 2018, with respect to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2017 (the “Filing”), filed with the Commission on March
8, 2018. Capitalized terms used and not defined herein have the meanings given in the Filing.

Set forth below is the heading and text
of the Staff’s comment followed by the Company’s response:

General

 1. On page 6, you identify DHL, FedEx and UPS as companies with which you have strategic logistics
alliances through which these companies’ customers may ship using Cryoport services. Each of these companies provides shipping
services to and/or from Syria and Sudan. Also, your website includes a document titled “Challenges in International Shipping”
which includes Syria in a list of countries that have guidelines in place relating specifically to cold chain distribution of pharmaceuticals
and other materials. Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S.
sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with
Syria and Sudan, including with their governments, whether through subsidiaries, customers, strategic logistics alliance partners,
affiliates, or other direct or indirect arrangements.

    1

Response:

The Company respectfully advises the Staff
that, from the Company’s inception through the date of this letter, the Company has not had any contact with Syria or Sudan,
including with their governments, whether through the Company’s subsidiaries, customers, strategic logistics alliance partners,
affiliates or other direct or indirect arrangements. Further, the Company does not anticipate any contact with Syria or Sudan,
including with their governments, whether through the Company’s subsidiaries, customers, strategic logistics alliance partners,
affiliates or other direct or indirect arrangements. Moreover, the Company does not maintain any offices or other facilities in
Sudan or Syria, has no employees in either of those countries and has no assets or liabilities associated with activities in either
of those countries.

While the Company does have strategic alliances
with DHL, FedEx and UPS, the Company has never engaged these shipping services providers (or any other shipping services provider)
to provide shipping services of the Company’s products to and/or from Syria and Sudan.

Consistent with the Company’s high
ethical standards, the Company has implemented and continues to maintain internal policies designed to ensure compliance with applicable
U.S. laws and regulations, including the sanctions programs administered by the U.S. Treasury Department’s Office of Foreign
Assets Control and export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security. These
measures include a screening process by the Company’s Global Logistics unit, which is designed to prevent any transactions
with parties that are included on restricted party lists published by various U.S. government agencies or located in embargoed/sanctioned
countries. In addition, the Company’s Corporate Code of Conduct expressly requires that directors, officers and employees
of the Company who are involved with the Company’s operations outside the United States should consult with the Company’s
Chief Executive Officer and legal counsel for advice on applicable U.S. laws, especially laws regarding boycotts, trade sanctions,
export controls and foreign corrupt practices, and are expected to comply with those laws.

The Company further notes to the Staff
that, for the avoidance of doubt, the Company has revised the document titled “Challenges in International Shipping,”
which can be found on the Company’s website, to remove any references to Syria.

* * *

    2

If you have any additional questions or
comments, please feel free to contact or our outside counsel, Anthony Ippolito of Snell & Wilmer L.L.P., at (714) 427-7409
(email: tippolito@swlaw.com) with any questions.

    Very truly yours,

    /s/ Robert Stefanovich

    Robert Stefanovich

    Chief Financial Officer

 cc: Anthony Ippolito, Snell & Wilmer L.L.P.

Anne Nguyen Parker, Assistant Director

Jennifer Hardy, Special Counsel

    3

Mail Stop 4628

August 24 , 2018

Via E-Mail
Robert F. Stefanovich
Chief Financial  Officer
Cryoport, Inc.
17305 Daimler Street
Irvine , CA 9 2614

 Re: Cryoport, Inc.
  Form 10-K for the Fiscal  Year Ended December 3 1, 2017
  Filed March 8 , 2018
File No. 1-34632

Dear Mr. Stefanovich :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the  following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosu re.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in y our response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. On page 6, you identify DHL, FedEx and UPS as companies with which you have
strategic logistics alliances through which these companies’ customers may ship using
Cryoport services.  Each of these companies provides shipping services to and/or from
Syria an d Sudan.  Also, your website includes a document titled “Challenges in
International Shipping” which includes Syria in a list of countries that have guidelines in
place relating specifically to cold chain distribution of pharmaceuticals and other
materials .  Syria and Sudan are designated by the State Department as state sponsors of
terrorism and are subject to U.S. sanctions and/or export controls.  Please describe to us
the nature and extent of any past, current, and anticipated contacts with Syria and Su dan,
including with their governments, whether through subsidiaries, customers, strategic
logistics alliance partners, affiliates, or other direct or indirect arrangements.

Robert F. Stefanovich
Cryoport, Inc.
 August 24 , 2018
  Page 2

We remind you that the company and its management are responsible for the acc uracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comment s or our review.

Sincerely,

 /s/ Cecilia Bl ye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Nguyen Parker
 Assistant Director

CORRESP
1
filename1.htm

17305 Daimler Street

Irvine, California 92614

(949) 470-2300

January 30, 2018

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Cryoport, Inc.

Registration Statement on Form S-4

File
No. 333-222386

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests that the above-referenced
Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m.,
Eastern Time, on Thursday, February 1, 2018, or as soon thereafter as practicable.

By making this request for acceleration, the undersigned hereby
acknowledges and accepts its responsibilities under the Act and that the disclosure in the filing is the responsibility of the
Registrant. In this regard, the undersigned acknowledges that:

1. should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

2. the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosures in the filing; and

3. the Registrant may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

[SIGNATURE PAGE FOLLOWS]

Very truly yours,

CRYOPORT, INC.

By: /s/ Robert Stefanovich

Name: Robert Stefanovich

Title: Chief Financial Officer

[SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

CORRESP
1
filename1.htm

Cryoport, Inc.

17305 Daimler St.

Irvine, CA 92614

January 22, 2018

VIA EDGAR

Ms. Christina Chalk, Senior Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Cryoport, Inc.

Schedule TO-I

Filed January 2, 2018

File No. 005-85385

Registration Statement on Form S-4

Filed January 2, 2018

File No. 333-222386

Dear Ms. Chalk:

Cryoport, Inc. (the “Company”)
is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated January 12, 2018, with respect to the Company’s Schedule
TO-I (File No. 005-85385) and Registration Statement on Form S-4 (File No. 333-222386) (the “Registration Statement”),
each filed with the Commission on January 2, 2018. Capitalized terms used and not defined herein have the meanings given in the
Registration Statement.

Set forth below is the heading and text
of the Staff’s comments followed by the Company’s responses:

Registration Statement on Form S-4

Cover Page

 1. In an early commencement offer, the legend required
by Item 501(b)(10) of Regulation S-K must be tailored appropriately. It may not state that the prospectus is not complete. See
Q&A 2 in Section I.E of the Third Supplement to the Telephone Interpretations (July 2001). In addition, the date of the prospectus
(at the bottom of the cover page) may not be left blank. Please revise.

Response:

The Company respectfully acknowledges the
Staff’s comment and has revised the legend required by Item 501(b)(10) of Regulation S-K and has added a date on the cover
page of the prospectus, as reflected in Amendment No. 1 to the Registration Statement to be filed on the date hereof (“Amendment
No. 1”).

Use of Proceeds

 2. We note your disclosure that your estimated net
proceeds will be approximately $5.6 million excluding the aggregate 95,858 Original Warrants held by Mr. Shelton and Dr. Hariri.
(The same disclosure also appears under “The Exchange Offer – Accounting Treatment” on page 27.) However, your
offer maximum of 2,000,000 Original Warrants, and thus your estimated net proceeds of approximately $5.9 million, could be achieved
without participation in the offer by Mr. Shelton or Dr. Hariri. Please revise or advise.

Response:

The Company respectfully acknowledges the
Staff’s comment and confirms to the Staff that, if 2,000,000 Original Warrants are accepted pursuant to the Offer, resulting
in the issuance and immediate exercise of 2,000,000 New Warrants, the estimated net proceeds from the Offer will be approximately
$5.9 million, even without participation in the Offer by Mr. Shelton or Dr. Hariri. Accordingly, the Company has removed the parenthetical
language in Amendment No. 1 relating to the exclusion of the Original Warrants held by Mr. Shelton and Dr. Hariri as part of the
disclosure of the Company’s net proceeds from the Offer.

The Exchange Offer

Continued Listing of Original Warrants,
page 20

 3. We note your explanation as to how proration would
work in the event that all of the 3,836,793 outstanding Original Warrants are tendered in the Offer. As you explain, that would
result in 670,751 Public Original Warrants remaining outstanding. However, you do not address other tender scenarios. For example,
all 1,401,101 Public Original Warrants could be tendered, alongside fewer tenders of Private Original Warrants, with the potential
result that no Public Original Warrants would remain outstanding. In such event, and based on your disclosure regarding continued
listing on the NASDAQ Capital Market, it would appear that such continued listing could be jeopardized. Please advise.

Response:

The Company respectfully acknowledges the
Staff’s comment and has revised Amendment No. 1 to include an additional closing condition to the Offer, which requires that
the Company shall have concluded that consummation of the Offer will not constitute a “Rule 13e-3 transaction,” as
such term is defined in Rule 13e-3 under the Exchange Act. The Company further acknowledges to the Staff that the Company is not
permitted to waive such condition.

Extension of the Offer and Exercise
Period; Amendments; Termination, page 21

 4. We note your statement in this section that the
Company expressly reserves the right “in its sole discretion” to terminate the Offer. Revise to clarify that it may
do so only if one of the listed Offer conditions is neither satisfied nor waived.

Response:

The Company respectfully acknowledges the
Staff’s comment and has revised Amendment No. 1 to clarify that the Company expressly reserves the right to terminate the
Offer only if the conditions to the Offer are not satisfied.

* * *

    2

If you have any additional questions or
comments, please feel free to contact or our outside counsel, Anthony Ippolito of Snell & Wilmer L.L.P., at (714) 427-7409
(email: tippolito@swlaw.com), with any questions.

    Very truly yours,

    /s/ Robert Stefanovich

    Robert Stefanovich

    Chief Financial Officer

 cc: Anthony Ippolito, Snell & Wilmer L.L.P.

    3

January  12, 201 8

Via E -mail
Robert Stefanovich
Chief Financial Officer
17305 Daimler Street
Irvine, CA 92614

Re: Cryoport, Inc.
Schedule TO -I
Filed January  2, 201 8
File No. 005-85385
Registration Statement on Form S -4
Filed January 2, 2018
File No. 333-222386

Dear Mr. Stefanovich :

We have limited our review of the above  filing s to those issues we have addressed in our
comments.  In some of our comment s, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amending the filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filings and the information you provide in
response to these comments, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the filings unless otherwise indicated.

Registration Statement on Form S -4

Cover Page

1. In an early commencement offer, the legend required by Item 501(b)(10) of
Regulation  S-K must be tailored appropriately.  It may not state that the prospectus is not
complete.  See Q&A 2 in Section I.E of the Third Supplement to the Telephone
Interpretations (July 2001).  In addition, the date of the prospectus (at the bottom of the
cover page) may not be left blank.  Please revise.

Mr. Robert  Stefanovich
Cryoport, Inc.
January 1 2, 2018
Page 2

 Use of Proceeds, page 16

2. We note your disclosure that your estimated net proceeds will be approximately $5.6
million excluding the aggregate 95,858 Original Warrants held by Mr. Shelton and Dr.
Hariri.  (The same disclosure also appears under “T he Exchange Offer – Accounting
Treatment” on page 27.)  However, your offer maximum  of 2,000,000 Original Warrants,
and thus your estimated net proceeds of approximately $5. 9 million , could be achieved
without participation in the offer by Mr.  Shelton or D r. Hariri.  Please revise or advise.

The Exchange Offer

Continued Listing of Original Warrants , page 20

3. We note your explanation as to how proration would work in  the event that all of the
3,836,793 outstanding Original Warrants are tendered in the Offer .  As you explain,  that
would result in 670,751 Public Original Warra nts remaining outstanding .  However, you
do not address other tender scenarios.  For example, a ll 1,401,101 Public Original
Warrants  could be tendered, alongside fewer tenders of Private Original Warrants, with
the potential result that no Public Original Warrants would remain outstanding.  In such
event, and based on your disclosure regarding conti nued listing on the NASDAQ Capital
Market, i t would appear that such continued listing could be jeopardized.  Please advise.

Extension of the Offer and Exercise Period; Amendments; Termination, page 21

4. We note your statement in this section that the Comp any expres sly reserves the right “in
its sole discretion” to term inate the Offer.  Revise to clarify  that it may do so only if one
of the listed Offer conditions is neither  satisfied nor waived .

*     *     *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filings include the information the Securities Act of 1933,
Securities Exchange Act of 1934, and all applicable Securities Act and Exchange Act rules
require.  Since the Company and its management  are in possession of all facts relating to their
disclosure, they are r esponsible for the accuracy and adequacy of the disclosures they have made.

Mr. Robert  Stefanovich
Cryoport, Inc.
January 1 2, 2018
Page 3

 Please contact David Plattner , Special Counsel , at (202) 551-8094 , or me at (202)  551-
3263 with any questions.

Sincerely,

/s/  Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
 Anthony Ippolito, Esq.
 Snell & Wilmer L.L.P.

CORRESP
1
filename1.htm

September 29, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Post-Effective Amendment No. 1 to Form S-1

File No. 333-212364

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Cryoport, Inc. (the “Registrant”) hereby
requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission on Monday, October 2, 2017, or as soon thereafter as practicable.

The Registrant hereby authorizes
Anthony Ippolito, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Mr. Ippolito at (714) 427-7409. The Registrant also respectfully
requests a copy of the written order verifying the effective date.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name:
    Robert Stefanovich

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

September 29, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Post-Effective Amendment No. 4 to Form S-1 on
Form S-3

File No. 333-203006

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, Cryoport, Inc. (the “Registrant”) hereby
requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission on Monday, October 2, 2017, or as soon thereafter as practicable.

The Registrant hereby authorizes
Anthony Ippolito, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Mr. Ippolito at (714) 427-7409. The Registrant also respectfully
requests a copy of the written order verifying the effective date.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name:
    Robert Stefanovich

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

Cryoport, Inc.

17305 Daimler St.

Irvine, CA 92614

September 22, 2017

VIA EDGAR

Ms. Laura Nicholson, Special Counsel

Office of Transportation and Leisure

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Cryoport, Inc.

Post-Effective Amendment to Form S-1 on Form S-3

Filed August 31, 2017

File No. 333-203006

Dear Ms. Nicholson:

Cryoport, Inc.
(the “Company”) is submitting this letter in response to the written comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), dated September
18, 2017, with respect to the Company’s Post-Effective Amendment No. 3  to Form S-1 on Form S-3 filed with
the Commission on August 31, 2017 (File No. 333-203006) (as amended, the “Registration
Statement”). Capitalized terms used and not defined herein have the meanings given in the Registration
Statement.

Set forth below is the heading and text
of the Staff’s comment followed by the Company’s response:

General

 1. Please clarify in the explanatory note the relationship between this filing and the registration
statement on Form S-1 (333-212364) declared effective August 10, 2016. For example, please clarify in the explanatory note that
you are continuing the registration of the offer and sale of the 1,640,401 shares of common stock issuable upon exercise of the
remaining outstanding warrants pursuant to this post-effective amendment on Form S-3 (File No. 333-203006), and not pursuant to
the registration statement on Form S-1 (333-212364). Please also clarify in the explanatory note that the secondary offering included
in the Form S-1 (333-212364) declared effective August 10, 2016 has been terminated and you are concurrently filing a post-effective
amendment to deregister unsold securities from that offering.

Response:

The Company respectfully acknowledges the
Staff’s comment and has added the requested clarifying disclosure to the explanatory note of Post-Effective Amendment No.
4 to the Registration Statement.

 2. Please disclose on the prospectus cover and in Plan of Distribution that Feltl and Company,
Inc., is an underwriter within the meaning of Securities Act Section 2(a)(11).

Response:

The Company advises the Staff that on September
21, 2017, the Company entered into a letter agreement with Feltl and Company, Inc. (“Feltl”) pursuant to which the
parties agreed to terminate the solicitation agent agreement between the Company and Feltl, dated August 28, 2017. Accordingly,
Feltl will not act as the solicitation agent for the Registered Warrants and, therefore, will not solicit beneficial owners of
the Registered Warrants to exercise their Registered Warrants. The Company confirms to the Staff that it does not intend to engage
any other third parties to serve as the solicitation agent for the Registered Warrants. The Company further notes to the Staff that
it has removed all references to Feltl or the solicitation agent in Post-Effective Amendment No. 4 to the Registration Statement.

* * *

If you have any additional questions or
comments, please feel free to contact or our outside counsel, Anthony Ippolito of Snell & Wilmer L.L.P., at (714) 427-7409
(email: tippolito@swlaw.com), with any questions.

    Very truly yours,

    /s/ Robert Stefanovich

    Robert Stefanovich

    Chief Financial Officer

 cc: Anthony Ippolito, Snell & Wilmer L.L.P.

      2

Mail Stop 3561
September 18, 2017

Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
17305 Daimler Street
Irvine, CA 92614

Re: Cryoport, Inc.
 Post-Effective Amendment to Form  S-1 on Form S -3
Filed  August 31, 2017
 File No.  333-203006

Dear Mr. Stefanovich :

We have reviewed your  post-effective amendment  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement  and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendme nt is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please clarify in the explanatory note the relationship between this filing and the
registration statement on Form S -1 (333 -212364) declared effective August 10, 2016.
For example, please clarify in the explanatory note that you are continuing the
registration of the offer and  sale of the 1,640,401 shares of common stock issuable upon
exercise of the remaining outstanding warrants pursuant to this post -effective amendment
on Form S -3 (File No. 333 -203006) , and not pursuant to the registration statement on
Form S -1 (333 -212364).   Please also clarify in the explanatory note that the secondary
offering included in the Form S -1 (333 -212364) declared effective August 10, 2016 has
been terminated and you are concurrently filing a post -effective amendment to deregister
unsold securitie s from that offering.

Robert Stefanovich
Cryoport, Inc.
September 18, 2017
Page 2

 2. Please disclose on the prospectus cover and in Plan of Distribution that Feltl and
Company, Inc., is an underwriter within the meaning of Securities Act Section 2(a)(11).

We remind you that the company and its management are respo nsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact J. Nolan McWilliams, Attorney -Advisor, at (202) 551 -3217  or me at (202)
551-3584  with any questions  you may have .

Sincerely,

 /s/ Laura Nicholson

Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Anthony Ippolito, Esq.
 Snell & Wilmer LLP

CORRESP
1
filename1.htm

17305 Daimler Street

Irvine, California 92614

(949) 470-2300

February 7, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Cryoport, Inc.

Registration
Statement on Form S-3

File
No. 333-215776

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests that the above-referenced
Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m.,
Eastern Time, on Thursday, February 9, 2017, or as soon thereafter as practicable.

Very truly yours,

CRYOPORT, INC.

By: /s/ Robert Stefanovich

Name: Robert Stefanovich

Title: Chief Financial Officer

Mail Stop 3561   February 3, 2017

Jerrell W. Shelton
Chief Executive Officer
Cryoport, Inc.
17305 Daimler St.
Irvine, CA 92614

Re: Cryoport, Inc.
  Registration Statement on Form S-3
Filed  January 27, 2017
  File No.  333-215776

Dear Mr. Shelton :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Julie Griffith  at 202-551-3267  with any q uestions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

17305 Daimler Street

Irvine, California 92614

(949) 470-2300

October 20, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Cryoport, Inc.

Registration
Statement on Form S-4

File
No. 333-213091

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests that the above-referenced
Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m.,
Eastern Time, on Monday, October 24, 2016, or as soon thereafter as practicable.

By making this request for acceleration, the undersigned hereby
acknowledges and accepts its responsibilities under the Act and that the disclosure in the filing is the responsibility of the
Registrant. In this regard, the undersigned acknowledges that:

1. should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

2. the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosures in the filing; and

3. the Registrant may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Very truly yours,

CRYOPORT, INC.

By: /s/ Robert Stefanovich

Name: Robert Stefanovich

Title: Chief Financial Officer

CORRESP
1
filename1.htm

Cryoport, Inc.

17305 Daimler St.

Irvine, CA 92614

October 4, 2016

VIA EDGAR

Mr. Perry J. Hindin, Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Cryoport, Inc.

Schedule TO-I (File No. 005-85385)

Registration Statement on Form S-4 (File No. 333-213091)

Filed August 30, 2016

Dear Mr. Hindin:

Cryoport, Inc. (the “Company”)
is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated September 13, 2016, with respect to the Company’s Schedule
TO-I (as amended, the “SC TO-I”) (File No. 005-85385) and Registration Statement on Form S-4 (as amended, the
“S-4”) (File No. 333-213091).

Set forth below is the heading and text
of each comment followed by the Company’s response.

General

 1. We note your response to prior comment 3 and are unable to agree with your conclusion that
“the Offer will not cause the Original Warrants to cease being listed on the NASDAQ Capital Market” given that the
exchange offer is an offer for all outstanding Original Warrants. Please provide further analysis explaining the basis upon which
you have concluded that the purchase of this class of securities is not subject to Exchange Act Rule 13e-3.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised the terms of the Offer such that the Company will only accept up to an aggregate limit
of 5,000,000 Original Warrants from all holders participating in the Offer. If the aggregate number of Original Warrants properly
tendered in the Offer by all holders participating in the Offer is greater than 5,000,000, then each of the participating holder’s
number of Original Warrants tendered will be reduced on as close to a pro rata basis as is possible, as set forth in Amendment
No. 2 to the S-4.

For the Original Warrants to
continue listing on the NASDAQ Capital Market, (a) the underlying security must remain listed on NASDAQ or be a covered security,
and (b) there must be at least two registered and active market makers, one of which may be a market maker entering a stabilizing
bid, as provided in NASDAQ Listing Rule 5560. As of September 30, 2016, there were ten registered and active market makers for
the Original Warrants.

Here, the Offer will not affect
the listing of the Company’s common stock on the NASDAQ Capital Market.

Furthermore, it is the Company’s
reasonable belief that there will continue to be at least two registered and active market makers for the Original Warrants even
if all of the 7,067,788 outstanding Original Warrants are tendered in the Offer.

The Company notes to the Staff
that there is no minimum number of warrants required to be outstanding under the continued listing requirements for warrants on
the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5560. The Company also notes that initial listing requirements of warrants
on the NASDAQ Capital Market only require 400,000 warrants to be outstanding, while also requiring three registered and active
market makers pursuant to NASDAQ Listing Rule 5515.

In the event that all of the
7,067,788 outstanding Original Warrants are tendered in the Offer, under the revised terms each of the participating holder’s
number of Original Warrants tendered will be reduced on as close to a pro rata basis as is possible and only 5,000,000 Original
Warrants will be accepted. As a result, following the consummation of the Offer, 2,067,788 Original Warrants will remain outstanding,
comprised of 611,680 Public Original Warrants and 1,456,108 Private Original Warrants. The Company believes that 611,680 outstanding
Public Original Warrants would be sufficient to continue to support at least two registered and active market makers because that
is in excess of the minimum initial listing requirements on the NASDAQ Capital Market, which is sufficient to support at least
three registered and active market makers under such rule, and because there are currently ten registered and active market makers
for the Public Original Warrants.

The Company additionally notes
to the Staff that, as of 1:00 PM PST on October 3, 2016, 71,788 Public Original Warrants (representing only approximately 3% of
the outstanding Public Original Warrants) and 1,818,331 Private Original Warrants (representing approximately 37% of the outstanding
Private Original Warrants) have been tendered in the Offer. Furthermore, the Company’s solicitation agent with respect to
the Public Original Warrants has conveyed to the Company that it does not expect the number of tendered Public Original Warrants
to materially increase by the expiration of the Offer given that the Offer has been open for more than 35 business days already.

Accordingly, the Company reasonably
believes that the Original Warrants will continue to be listed on the NASDAQ Capital Market because there will likely remain at
least two registered and active market makers following the Offer given the number of Public Original Warrants that will remain
outstanding. Accordingly, the Company has no reason to believe that there is a reasonable likelihood that the Offer will produce
the effect described in Rule 13e-3(a)(3)(ii)(B).

* * *

If you have any additional questions or
comments, please feel free to contact me directly at (949) 681-2727.

    Sincerely,

    /s/ Robert Stefanovich

    Robert Stefanovich, Chief Financial Officer

September 1 3, 2016

Via E -mail
Robert Stefanovich
Chief Financial Officer
17305 Daimler Street
Irvine, CA 92614

Re: Cryoport, Inc.
Schedule TO -I
File No. 005 -85385

Registration Statement on Form S -4
File No. 333 -213091
Filed August 30, 2016

Dear Mr. Stefanovich :

We have reviewed the above  filings  and have the following comment .

General

1. We note your response to prior comment 3 and are unable to agree with your conclusion
that “the Offer will not cause th e Original Warrants to cease being listed on the
NASDAQ Capital Market” given that the exchange offer is an offer for all outstanding
Original Warrants.  Please provide further analysis explaining the basis upon which you
have concluded that the purchase o f this class of securities is not sub ject to Exchange Act
Rule 13e -3.

*     *     *

Please contact Justin A. Kisner, Staff Attorney, at (202) 551 -3788, or me at (202) 551 -
3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Specia l Counsel
Office of Mergers and Acquisitions

Mr. Robert Stefanovich
Cryoport, Inc.
September 13 , 2016
Page 2

 cc: Via E -mail
 Anthony Ippolito, Esq.
 Snell & Wilmer L.L.P.

CORRESP
1
filename1.htm

Cryoport, Inc.

17305 Daimler St.

Irvine, CA 92614

August 30, 2016

VIA EDGAR

Mr. Perry J. Hindin, Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Cryoport, Inc.

Schedule TO-I (File No. 005-85385)

Registration Statement on Form S-4 (File No. 333-213091)

Preliminary Proxy Statement on Schedule 14A (File No. 001-34632)

Filed August 11, 2016

Dear Mr. Hindin:

Cryoport, Inc. (the “Company”)
is submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated August 26, 2016, with respect to the Company’s Schedule
TO-I (the “SC TO-I”) (File No. 005-85385), Registration Statement on Form S-4 (the “S-4”)
(File No. 333-213091) and Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) (File
No. 001-34632), each filed with the Commission on August 11, 2016.

Set forth below is the heading and text
of each comment followed by the Company’s response.

Schedule TO-I

 1. Please confirm that the prospectus includes all disclosure currently found in the Schedule
TO. As an example, refer to the disclosure contained in Items 2 through 5 and 11 of the Schedule TO. See Exchange Act Rule 13e-4(b)
and (e)(2).

Response:

The Company confirms that the
prospectus included in Amendment No. 1 to the S-4 includes all disclosure currently found in the Schedule TO, as amended. In addition,
the Company has added the following disclosure on page 22 of Amendment No. 1 to the S-4:

“The Company previously
appointed the Depositary as the warrant agent for the Original Warrants in connection with the original issuance thereof, on July
29, 2015, pursuant to a warrant agreement with the Depositary. In connection with the Offer, the Company has also engaged the Depositary
as the warrant agent for the Supplemental Warrants. The Depositary will receive reasonable and customary compensation for its services
in connection with the Offer.”

    1

Registration Statement on Form S-4

General

 2. We note disclosure throughout the prospectus indicating that if the aggregate number of New
Warrant Shares to be issued for all holders participating in the offer is greater than the Nasdaq Limit, then each of the participating
holder’s number of Original Warrants tendered will be reduced on as close to a pro rata basis as is possible.

 · Please advise us regarding the Company’s intent to comply with Exchange Act Rule
13e-4(e)(3)(ii), 13e-4(f)(1)(ii) and 14e-1(b) should stockholder approval of the Offer not be obtained.

Response:

The Company advises the Staff that, should stockholder approval of the offer not be obtained, the Company intends to fully comply
with Exchange Act Rule 13e-4(e)(3)(ii), 13e-4(f)(1)(ii) and 14e-1(b). In addition, the Company has added the following disclosure
on page 16 of Amendment No. 1 to the S-4:

“If stockholder approval
of the Offer is not obtained, we will (i) promptly disclose this information in a manner reasonably calculated to inform the holders
of the Original Warrants and (ii) extend the Expiration Date by at least ten business days from the date of the dissemination of
this information to the holders of the Original Warrants. See “—Nasdaq Listing Rule 5635(d) and Maximum Number of New
Warrant Shares Which may be Issued” for additional information.”

 · Please also provide us an analysis as to how you will comply with Section 5 of the Securities
Act with respect to the issuance of “new replacement warrants” to holders of Original Warrants. Please also advise
why it is necessary to replace such Original Warrants as opposed to returning such unaccepted Original Warrants to holders.

    2

Response:

The Company advises the Staff that the references to the issuance of “new replacement warrants” to holders of Original
Warrants were not meant to refer to the issuance of new securities to such holders. Rather, the Company was referring to the issuance
of new warrant certificates representing the unaccepted Original Warrants.

For example, a holder owns 1,000,000 Original Warrants
and properly tenders the 1,000,000 Original Warrants in accordance with the terms and conditions of the Offer (including delivering
the holder’s warrant certificate representing the 1,000,000 Original Warrants). Now assume that there is a pro rata reduction
resulting in only 800,000 of such holder’s Original Warrants being accepted by the Company pursuant to the Offer. Promptly
following the Expiration Date, the Company would cause to be delivered to such holder a new warrant certificate representing the
200,000 Original Warrants not accepted in the Offer (along with a check for any payment submitted relating to the tender of the
200,000 Original Warrants).

However, the Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 4, 5, 13 and 15 of
Amendment No. 1 to the S-4.

 3. We note that the Original Warrants currently trade on the NASDAQ Capital Market. Please provide
an analysis explaining the basis upon which you have concluded that the purchase of this series of securities is not subject to
Exchange Act Rule 13e-3. Refer to Question 104.01 of the of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations for Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 dated January 26, 2009.

Response:

The Company advises the Staff that it has concluded that the purchase of the series of securities is not subject to Exchange Act
Rule 13e-3 because the purchase does not have the effects described in paragraph (a)(3)(ii) of Rule 13e-3, which include:

 A. Causing any class of equity securities of the issuer which is subject to Section 12(g) or Section
15(d) of the Act to become eligible for termination of registration under Rule 12g-4 or Rule 12h-6, or causing the reporting obligations
with respect to such class to become eligible for termination under Rule 12h-6; or suspension under Rule 12h-3 or section 15(d);
or

 B. Causing any class of equity securities of the issuer which is either listed on a national securities
exchange or authorized to be quoted in an inter-dealer quotation system of a registered national securities association to be neither
listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national
securities association.

    3

Rule 13e-3(a)(3)(ii)(A) applies
where a transaction causes a class of equity securities that is subject to Section 12(g) or Section 15(d) of the Act to be held
of record by less than 300 persons. Rule 13e-3(a)(3)(ii)(A) is inapplicable to the Company because, prior to the Offer, the Original
Warrants were already held of record by less than 300 persons, thus making it impossible for the Offer to “cause” the
Original Warrants to be held of record by less than 300 persons.

Rule 13e-3(a)(3)(ii)(B) is inapplicable
because the Offer will not cause the Original Warrants to cease being listed on the NASDAQ Capital Market. For continued listing
of warrants on the NASDAQ Capital Market, (a) the underlying security must remain listed on NASDAQ or be a covered security, and
(b) there must be at least two registered and active market makers, one of which may be a market maker entering a stabilizing bid,
as provided in NASDAQ Listing Rule 5560. Since the Offer will not affect the listing of the Company’s common stock nor change
the number of registered and active market makers, the Offer will not cause the Original Warrants to cease being listed on the
NASDAQ Capital Market.

Accordingly, since the Offer
does not have a reasonable likelihood nor the purpose of producing any of the effects specified in Rule 13e-3(a)(3)(ii), the Offer
does not constitute a Rule 13e-3 transaction.

The Exchange Offer

Terms of the New Warrants, page 13

 4. Please revise the statement that the summary of terms is not complete. While disclosure may
include appropriate disclaimers concerning the nature of a summary generally, it must be complete in describing all material provisions.
This comment also applies to the qualification with respect to the material terms of the Supplemental Warrants.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the requested disclosure on page 14 of Amendment
No. 1 to the S-4.

Extension of the Offer and Exercise
Period; Amendments; Termination, page 15

 5. Please clarify that if a material change occurs in the information published, sent or given
to security holders, the issuer will disseminate “promptly” disclosure of the change consistent with Rule 13e-4(d)(2)
and 13e-4(e)(3).

Response:

The Company respectfully acknowledges the Staff’s comment and has added the requested clarifying disclosure on page 16 of
Amendment No. 1 to the S-4.

    4

Incorporation of Certain Information
by Reference, page 28

 6. We note the statement that you attempt to incorporate by reference into the Offer document
all filings under Section 13, 14, and 15(d) of the Exchange Act filed while the Offer is pending and that the information filed
with the Commission shall modify and supersede the Offer Letter/Prospectus. Please note that Schedule TO does not authorize incorporation
by reference into your offering document of future filings made with the Commission. Please refer to General Instruction F to Schedule
TO. Please revise to indicate that you will amend your offering materials to disclose material changes to the information published,
sent or given to security holders, to the extent required. Accordingly, please amend to include your Form 10-Q for the period ended
June 30, 2015. Refer to Item 1010(a)(2) of Regulation M-A. In addition, to the extent that you refer to the Private Securities
Litigation Reform Act of 1995 in the documents you incorporate by reference or will incorporate by reference, such as your Form
10-K for the year ended March 31, 2016, and your most recent Form 10-Q, please revise to clarify that the PSLRA does not apply
to statements in this tender offer. Refer to Exchange Act Section 21E(b)(2)(C).

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the requested disclosure on page 29 of Amendment
No. 1 to the S-4. In addition, the Company notes to the Staff that on the page immediately prior to page 1 of Amendment No. 1 to
the S-4, the section entitled “About this Offer Letter/Prospectus” already contains the following disclosure:

“We will amend the Offering
Materials, including this Offer Letter/Prospectus, to the extent required by applicable securities laws to disclose any material
changes to information previously published, sent or given to holders of the Original Warrants.”

 7. Please provide an updated pro forma presentation. Refer to Item 1010(b) of Regulation M-A.

Response:

The Company respectfully acknowledges the Staff’s comment and has provided an updated pro forma presentation in Annex
C of Amendment No. 1 to the S-4.

 8. Please revise to include summary financial information, as described in Item 1010(c) of Regulation
M-A. Refer to Instruction 6 to Item 10 of Schedule TO and telephone interpretation I.H.7 in the July 2001 Supplement to the Manual
of Publicly Available Telephone Interpretations that is available on the Commission’s website at http://www.sec.gov for additional
guidance.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the requested disclosure on page 12 of Amendment
No. 1 to the S-4.

    5

Preliminary Proxy Statement on Schedule
14A

General

 9. Please revise to mark both the proxy statement and attached form of proxy as a “Preliminary
Copy” as required by Rule 14a-6(e)(1) of Regulation 14A.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the proxy statement and form of proxy in Amendment
No. 1 to the Preliminary Proxy Statement.

 10. We note that in exchange for the Original Warrants, the Company shall issue (1) an equal
number of warrants to purchase one share of common stock at an exercise price of $1.50 per share (the “New Warrants”),
conditioned upon the immediate exercise of such New Warrants, and (2) one warrant to purchase one share of common stock at an exercise
price of $3.00 per share for every four New Warrants exercised (the “Supplemental Warrants”). Please revise to include
or incorporate by reference the financial information required by Item 13(a) of Schedule 14A. Please refer to Item 12(f) and Item
13(b)(2) of Schedule 14A. For guidance, please refer to the Manual of Publicly Available Telephone Interpretations for Proxy Rules
and Schedule 14A, Question 42, available on the Commission’s website at https://www.sec.gov/interps/telephone/cftelinterps_proxyrules-
sch14a.pdf.

Response:

The Company respectfully acknowledges the Staff’s comment and has included or incorporated by reference the financial information
required by Item 13(a) of Schedule 14A in Annex A and Annex B to Amendment No. 1 to the Preliminary Proxy Statement.

Proposal No. 3, page 14

 11. We note your reference in bold to the material terms of the exchange offer on page 15. Please
note that Item 12 of Schedule 14A does not permit incorporation by reference. Please refer to Note D to Schedule 14A. Accordingly,
please revise to provide the disclosure required by Item 12(b) or confirm that the proxy statement includes such information.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 14 and 15 of Amendment
No. 1 to the Preliminary Proxy Statement.

    6

Proposal No. 4, page 16

 12. Please revise to disclose that you are providing this vote as required by Section 14A of
the Exchange Act, the current frequency of shareholder advisory votes on executive compensation and when the next such vote will
occur. Refer to Item 24 of Schedule 14A.

Response:

The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 16 of Amendment No. 1 to
the Preliminary Proxy Statement.

* * *

As requested, the Company acknowledges
that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filings; and

 · the Company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

If you have any additional questions or
comments, please feel free to contact me directly at (760) 497-2206.

    Sincerely,

    /s/ Robert Stefanovich

    Robert Stefanovich, CFO

    7

August 26, 2016

Via E -mail
Robert Stefanovich
Chief Financial Officer
17305 Daimler Street
Irvine, CA 92614

Re: Cryoport, Inc.
Schedule TO -I
File No. 005 -85385

Registration Statement on Form S -4
File No. 333 -213091

Preliminary Proxy Statement on Schedule 14A
File No. 001 -34632
Filed August 11, 2016

Dear Mr. Stefanovich :

We have limited our review of the above  filing s to those issues we have addressed in our
comments.  In some of our comment s, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amending the filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and  circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filings and the information you provide in
response to these comments, we may have  additional comments.   All defined te rms used in this
letter have the same meaning as in the filings unless otherwise indicated.

Schedule TO -I

1. Please confirm that the prospectus includes all disclosure currently found in the Schedule
TO.  As an example, refer to the disclosure contained in Items 2 through 5 and 11 of the
Schedule TO.  See Exchange Act Rule 13e-4(b) and (e)(2) .

Mr. Robert  Stefanovich
Cryoport, Inc.
August 26, 2016
Page 2

 Registration Sta tement on Form S -4

General

2. We note disclosure throughout the prospectus indicating that if the aggregate number of
New Warrant Shares to be issued for all holders participating in the offer is greater than
the Nasdaq Limit, then each of the participating  holder’s number of Original Warrants
tendered will be reduced on as close to a pro rata basis as is possible .

 Please advise us regarding the Company’s intent to comply with Exchange Act
Rule 13e -4(e)(3) (ii), 13e -4(f)(1)(ii) and 14e -1(b) should stockholde r approval of
the Offer not be obtained.
 Please also provide us an analysis as to how you will comply with Section 5 of the
Securities Act with respect to the issuance of “new replacement warrants” to
holders of Original Warrants.   Please also advise why i t is necessary to replace
such Original Warrants as opposed to returning such unaccepted Original
Warrants to holders.

3. We note that the Original Warrants currently trade on the NASDAQ Capital Market.
Please provide an analysis explaining the basis upon w hich you have concluded that the
purchase of this series of securities is not subject to Exchange Act Rule  13e-3.  Refer to
Question 104.01 of the of the Division of Corporation Finance’s Compliance and
Disclosure Interpretations for Going Private Transactions, Exchange Act Rule 13e -3 and
Schedule 13E -3 dated January 26, 2009.

The Exchange Offer

Terms of the New Warrants, page 13

4. Please revise the statement that the summary of terms is not complete.  While disclosure
may include appropriate discl aimers concerning the nature of a summary generally, it
must be complete in describing all material provisions.  This comment also applies to the
qualification with respect to the material terms of the Supplemental Warrants.

Extension of the Offer and Exercise Period; Amendments; Termination, page 15

5. Please clarify that if a material change occurs in the information published, sent or given
to security holders, the issuer will disseminate “promptly” disclosure of the change
consistent with Rule 13e -4(d)(2) and 13e -4(e)(3).

Mr. Robert  Stefanovich
Cryoport, Inc.
August 26, 2016
Page 3

 Incorporation of Certain Information by Reference, page 28

6. We note  the statement that you attempt to incorporate by reference into the Offer
document all filings under Section 13, 14, and 15(d) of the Exchange Act filed while the
Offer is pending and that the information filed with the Commission shall modify and
supersede the Offer Letter/Prospectus.  Please note that Schedule TO does not authorize
incorporation by reference into your offering document of future filings made with th e
Commission .  Please refer to General Instruction F to Schedule TO.   Please revise to
indicate that you will amend you r offering materials to disclose material changes to the
information published, sent or given to security holders, to the extent required .
Accordingly, please amend to include your Form 10 -Q for the period ended June 30,
2015.  Refer to Item 1010(a)(2) of Regulation M -A.  In addition, to the extent that you
refer to the Private Securities Litigation Reform Act of 1995 in the documents you
incorporate by reference  or will incorporate by reference , such as your Form 10 -K for the
year ended March 31, 2016, and your most recent Form 10 -Q, please revise to clarify that
the PSLRA does not apply to statements in this tender offer.  Refer to Exchan ge Act
Section 21E(b)(2)(C).

7. Please provide an updated pro forma presentation.  Refer to Item 1010(b) of Regulation
M-A.

8. Please revise to include summary financial information, as described in  Item 1010(c) of
Regulation M -A.  Refer to Instruction  6 to Item 10 of Schedule TO and telephone
interpretation I.H.7 in the July 2001 Supplement to the Manual of Publicly Avai lable
Telephone Interpretations that is available on the Commission’s website at
http://www.sec.gov  for additional guidance.

Preliminary Pr oxy Statement on Schedule 14A

General

9. Please revise to mark both the proxy statement and attached form of proxy as a
“Preliminary Copy” as required by Rule 14a -6(e)(1) of Regulation 14A.

10. We note that in exchange for the Original Warrants, the Company sh all issue (1) an equal
number of warrants to purchase one share of common stock at an exercise price of $1.50
per share (the “New Warrants”), conditioned upon the immediat e exercise of such New
Warrants,  and (2) one warrant to purchase one share of common stock at an exercise
price of $3.00 per share for every four New Warrants exercised (the “Supplemental
Warrants”).  Please revise to include or incorporate by reference the financial information
required by Item 13(a) of Schedule 14A .  Please refer to Item  12(f)  and Item 13(b)(2) of
Schedule 14A .  For guidance, please refer to the Manual of Publicly Available Telephone
Interpretations for Proxy Rules and Schedule 14A, Question 42, available on the

Mr. Robert  Stefanovich
Cryoport, Inc.
August 26, 2016
Page 4

 Commission’s website at https://www.sec.gov/interps/telephon e/cftelinterps_proxyrules -
sch14a.pdf .

Proposal No. 3, page 14

11. We note your reference in bold to the material terms of the exchange offer on page 15.
Please note that Item 12 of Schedule 14A does not permit incorporation by reference.
Please refer to Note D to Schedule 14A.  Accordingly, please revise to provide the
disclosure required by Item 12(b) or confirm that the proxy statement includes such
information.

Proposal No. 4, page 16

12. Please revise to disclose that you are providing this vote as requ ired by Section 14A of
the Exchange Act, the current frequency of shareholder advisory votes on executive
compensation and when the next such vote will occur.  Refer to  Item 24 of Schedule 14A.

*     *     *

We urge all persons who are responsible for t he accuracy and adequacy of the disclosure
in the filing s to be certain that the filings include the information the Securities Act of 1933,
Securities Exchange Act of 1934, and all applicable Securities Act and Exchange Act rules
require.  Since the Company and its management  are in possession of all facts relating to their
disclosure, they are r esponsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effecti ve date
of the pending registration statement, please provide a written statement from the Company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Comm ission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Mr. Robert  Stefanovich
Cryoport, Inc.
August 26, 2016
Page 5

 Please contact Justin A. Kisner, Staff Attorney, at (202) 551 -3788, or me at (202) 551 -
3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
 Anthony Ippolito, Esq.
 Snell & Wilmer L.L.P.

CORRESP
1
filename1.htm

17305 Daimler Street

Irvine, California 92614

(949) 470-2300

August 8, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Cryoport, Inc.

Registration Statement on Form S-1

File
No. 333-212364

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests that the above-referenced
Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 4:00 p.m.,
Eastern Time, on Wednesday, August 10, 2016, or as soon thereafter as practicable.

By making this request for acceleration, the undersigned hereby
acknowledges and accepts its responsibilities under the Act and that the disclosure in the filing is the responsibility of the
Registrant. In this regard, the undersigned acknowledges that:

1. should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

2. the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosures in the filing; and

3. the Registrant may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By: /s/ Robert Stefanovich

    Name:    Robert Stefanovich

    Title:  Chief Financial Officer

[SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

CORRESP
1
filename1.htm

Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626

August 4, 2016

Via EDGAR

Division of Corporation
Finance

Securities and Exchange
Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

Attn.: Jay Ingram, Legal Branch Chief

 RE: Cryoport, Inc.

Registration
Statement on Form S-1

Filed June 30, 2016

File No. 333-212364

Dear Mr. Ingram:

On behalf of our client,
Cryoport, Inc. (the “Company”), we are responding to the comments of the Staff of the Securities and Exchange
Commission (the “Commission”) as set forth in your letter dated July 18, 2016 to Jerrell W. Shelton, Chief Executive
Officer of the Company, with respect to the Company’s Registration Statement on Form S-1, as filed with the Commission on
June 30, 2016. For your convenience, the Commission’s comments have been repeated herein in bold, with the Company’s
response immediately following each of the Commission’s comments.

General

 1. We note that this registration statement serves as
a post-effective amendment to your Form S-1 (File No. 333-180326), which was post-effectively amended on September 5, 2014 and
declared effective on September 18, 2014. That filing contained audited financial statements for the fiscal year ended March 31,
2014. Under Section 10(a)(3) of the Securities Act, “when a prospectus is used more than nine months after the effective
date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than
sixteen months prior to such use.” Please tell us whether you have made any offers and/or sales of your common stock using
the prospectus contained in the referenced filing from July 31, 2015 to June 30, 2016, during which time the audited financial
statements in the prospectus were not current. If yes, please provide us with an analysis of your compliance with Section 5 of
the Securities Act.

August 4, 2016

Page 2

This firm has confirmed
with the Company and the Company’s transfer agent that no shares of common stock of the Company were transferred pursuant
to the prospectus made part of the Registration Statement on Form S-1 (File No. 333-180326) (the “Registration Statement”)
during the periods in which the audited financial statements contained therein were not current under Section 10(a)(3) of the Securities
Act of 1933. We believe all sales of the Company’s
restricted securities during such period by selling stockholders identified in the Registration Statement were eligible for exemption
under Section 4(1) of the Securities Act and the safe harbor provided by Rule 144.

*      *      *

As part of this response
letter, the Company acknowledges that:

 · should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 · the company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

If you have any questions
regarding the above, please do not hesitate to contact the undersigned at (714) 427-7409.

Very truly yours,

Snell & Wilmer

 /s/ Anthony
J. Ippolito

Anthony J. Ippolito

 cc: Robert Stefanovich

Chief
Financial Officer

Mail Stop 4631
July 18, 2016

Via E -Mail
Jerrell W. Shelton
Chairman, President and Chief Executive Officer
Cryoport, Inc.
17305 Daimler Street
Irvine, CA  92614

Re: Cryoport, Inc.
  Registration Statement on Form S-1
Filed  June 30, 2016
  File No.  333-212364

Dear Mr. Shelton :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note that this registration statement serves as a post -effective amendment to your
Form S -1 (File No. 333 -180326), which was post-effectively amended on September 5,
2014 and declared effective on September 18 , 2014.  That filing contained audited
financial statements for the fiscal year ended March 31, 2014.  Under Section 10(a)(3) of
the Securities Act, “when a prospectus is used more than nine months after the effective
date of the registration statement, th e [audited financial] information contained therein
shall be as of a date not more than sixteen months prior to such use.”  Please tell us
whether you have made any offers and/or sales of your common stock using the
prospectus contained in the referenced f iling from July 31, 2015 to June 30, 2016, during
which time the audited financial statements in the prospectus were not current.  If yes,
please provide us with an analysis of your compliance with Section 5 of the Securities
Act.

Jerrell W. Shelton
Cryoport, Inc.
July 18, 2016
Page 2

 We urge all persons who a re responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regis tration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any actio n with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail

Jerrell W. Shelton
Cryoport, Inc.
July 18, 2016
Page 3

  Tony Ippolito, Esq.

CORRESP
1
filename1.htm

17305 Daimler Street

Irvine, California 92614

(949) 470-2300

May 11, 2016

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Cryoport, Inc.

    Registration Statement on Form S-1

    File No. 333-210985

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby requests that the above-referenced
Registration Statement be declared effective by the Securities and Exchange Commission (the “Commission”) at 10:00
a.m., Eastern Time, on Thursday, May 12, 2016, or as soon thereafter as practicable.

By making this request for acceleration, the undersigned hereby
acknowledges and accepts its responsibilities under the Act and that the disclosure in the filing is the responsibility of the
Registrant. In this regard, the undersigned acknowledges that:

1. should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

2. the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosures in the filing; and

3. the Registrant may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name: Robert Stefanovich

    Title: Chief Financial Officer

[SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

CORRESP
1
filename1.htm

AEGIS CAPITAL CORP.

810 Seventh Avenue

New York, New York 10019

July 21, 2015

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

 Registration Statement on Form S-1

File No. 333- 203006

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), we, the representative of the several underwriters (the “Representative”), hereby join in the request
of the Company that the effective time of the above-referenced Registration Statement be accelerated so that it will be declared
effective at 5:00 p.m. Eastern Time on July 22, 2015, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that during the period from July 6, 2015 to the date of this letter, the preliminary prospectus, dated June
22, 2015, in connection with the Registration Statement was distributed approximately as follows:

Sent to Underwriters: 325 + E-red

Sent to Dealers: 450 + E-red

Sent to Institutional Investors: 300 + E-red

Sent to Others: 25

Total: 1,365 + E-red

The Representative confirms on behalf of
itself and the several underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 promulgated
under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By: /s/ Eugene Terracciano

    Name: Eugene Terracciano

    Title: Chief Compliance Officer

CORRESP
1
filename1.htm

20382 Barents Sea Circle

Lake Forest, CA 92630

(949) 470-2300

July 20, 2015

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Cryoport, Inc.

    Registration Statement on Form S-1

    File No. 333- 203006

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned Registrant hereby
requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission (the
“Commission”) at 5:00 p.m., Eastern Time, on Wednesday, July 22, 2015, or as soon thereafter as practicable.

By making this request for acceleration,
the undersigned hereby acknowledges and accepts its responsibilities under the Act and that the disclosure in the filing is the
responsibility of the Registrant. In this regard, the undersigned acknowledges that:

1. should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

2. the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrant from its
full responsibility for the adequacy and accuracy of the disclosures in the filing; and

3. the Registrant may not assert
staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

[SIGNATURE PAGE FOLLOWS]

    Very truly yours,

    CRYOPORT, INC.

    By:
    /s/ Robert Stefanovich

    Name:
    Robert Stefanovich

    Title:
    Chief Financial Officer

    [SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

June 10, 2015

Via E -mail
Robert Stefanovich
Chief Financial Officer
Cryoport , Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630

 Re: Cryoport , Inc.
  Amendment No. 2 to Registration  Statement on Form S -1
  May 26 , 2015
  File No. 333 -203006

Dear Mr. Stefanovich :

 We have reviewed your supplemental response letter and the above -referenced filing, and
have the following comments.

General

1. We have considered  your supplemental response to comment one in our letter dated May
28, 2015.  Units must be registered in this registration statement because if common stock
and warrants are only being sold in proportional amounts, then the offering is for units
that cons ist of common stock and warrants, notwithstanding that the two underlying
securities are issued separately or may trade separately immediately upon issuance .  This
comment also applies to your overallotment option.   Please revise to reinclude all your
disclosure about your units from your previous amendment filed April 17, 2015.

Prospectus Cover Page

2. We note your proposed revision in response to comment two in our letter dated May 28,
2015.  In your next amendment, please revise to make it clear, if true,  that each warrant
will be to purchase one share of common stock, rather than to purchase one share of
common stock and an additional warrant.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3765
with any questions.

Robert Stefanovich
Cryoport, Inc.
June 10, 2015
Page 2

 Sincerely,

        /s/ Pamela Long

        Pamela Long
Assistant Director

cc: Via E -mail
Tony Ippolito , Esq.
 Snell & Wilmer  LLP

CORRESP
1
filename1.htm

June 3, 2015

VIA EDGAR

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Amendment No. 2 to Registration Statement on Form
S-1

Filed May 26, 2015

File No. 333-203006

Dear Ms. Long:

On behalf of Cryoport,
Inc. (the “Company”), we are submitting this letter in response to the comments received from the staff of the
Securities and Exchange Commission (the “Commission” and the “Staff”) in a letter dated May
28, 2015 (the “Comment Letter”) with respect to the filing referenced above (the “Form S-1”).
The Company has reviewed the Comment Letter and its responses are set forth below. For your convenience, the headings and paragraph
numbers in this letter correspond to the headings and paragraph numbers in the Comment Letter and the Commission’s comments
have been repeated herein in bold, with the Company’s response immediately following each of the Commission’s comments.

General

 1. We note that although you have removed the registration
of your units, and related disclosure, in this amendment, your prospectus cover page states that you will be offering common stock
“together with” warrants to purchase common stock. If the common stock and warrants will only be offered together,
then you must register units in your offering, even if the common stock and warrants are immediately separable following this
offering. Please revise to reinclude all your disclosure about your units from your previous amendment filed April 17, 2015 or
supplementally explain why units do not need to be registered in this offering.

The Company did not
intend “together with” to mean that the common stock and warrants would be offered together as a single security. Instead,
Company intends to offer the common stock and warrants separately in the offering. For the avoidance of doubt, the common stock
and warrants will be separately issued, but the common stock and warrants will be issued and sold to purchasers in equal proportion.
As such, the Company no longer intends to issue units, which would have been a separate security comprised of one common stock
and one warrant to purchase common stock. Accordingly, units do not need to be registered because the Company will not be issuing
units in this offering.

Prospectus
Cover Page

 2. Please revise the first sentence on your cover page
to clearly identify and describe the securities being offered in this registration statement.

In response to the
Staff’s comment, the Company hereby undertakes to, on the cover page, replace the sentence:

“This is a firm commitment public
offering of 1,953,125 shares of our common stock, $0.001 par value, together with warrants to purchase 1,953,125 shares of our
common stock at an exercise price of 110% of the public offering price of a share of common stock and a warrant to purchase common
stock in this offering.”

with:

“This is a firm commitment public
offering of 1,953,125 shares of our common stock, $0.001 par value, and warrants to purchase 1,953,125 shares of our common stock
at an exercise price of 110% of the combined public offering price of one share of common stock and one warrant to purchase one
share of common stock in this offering. The shares and warrants will be separately issued, but the shares and warrants will be
issued and sold to purchasers in equal proportion.”

If the foregoing changes
are acceptable, the Company will file via EDGAR a pre-effective Amendment No. 3 to the Form S-1 setting forth these changes, or
will include the changes in the final prospectus to be filed under Rule 424, if appropriate.

If you have any questions regarding the
Company’s responses set forth above, please contact me at (714) 427-7409.

    Sincerely,

    Snell & Wilmer L.L.P.

    /s/ Anthony Ippolito

 cc: Robert Stefanovich, Chief Financial Officer, Cryoport,
Inc.

May 28 , 2015

Via E -mail
Robert Stefanovich
Chief Financial Officer
Cryoport , Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630

 Re: Cryoport , Inc.
  Amendment No. 2 to Registration Statement on Form S -1
  May 26 , 2015
  File No. 333 -203006

Dear Mr. Stefanovich :

 We have reviewed your registration statement and have the following comments.

General

1. We note that although you have removed the registration of your units, and related
disclosure, in this amendment, your prospectus cover page states that you will be offering
common stock “together with” warrants to purchase common stock.  If the common sto ck
and warrants will only be offered together, then you must register units in your offering,
even if the common stock and warrants are immediately separable following this
offering.  Please revise to reinclude all your disclosure about your units from you r
previous amendment filed April 17, 2015 or supplementally explain why units do not
need to be registered in this offering.

Prospectus Cover Page

2. Please revise the first sentence on your cover page to clearly identify and describe the
securities being offered in this registration statement.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3765
with any questions.

Sincerely,

        /s/ Pamela Long

        Pamela Long
Assistant Director

Robert Stefanovich
Cryoport, Inc.
May 28 , 2015
Page 2

 cc: Via E -mail
Tony Ippolito , Esq.
 Snell & Wilmer  LLP

CORRESP
1
filename1.htm

April 17, 2015

VIA EDGAR

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cryoport, Inc.

Registration Statement on Form S-1

Filed March 25, 2015

File No. 333-203006

Dear Ms. Long:

On behalf of Cryoport,
Inc. (the “Company”), we are submitting this letter in response to the comments received from the staff of the
Securities and Exchange Commission (the “Commission” and the “Staff”) in a letter dated April
8, 2015 (the “Comment Letter”) with respect to the filing referenced above (the “Form S-1”).
The Company has reviewed the Comment Letter and its responses are set forth below. The Company also filed today Amendment No. 1
to the Form S-1, reflecting the changes discussed herein and update for certain recent sales of unregulated securities. For your
convenience, the headings and paragraph numbers in this letter correspond to the headings and paragraph numbers in the Comment
Letter and the Commission’s comments have been repeated herein in bold, with the Company’s response immediately following
each of the Commission’s comments.

Calculation of Registration Fee, page ii

General

 1. We note from the disclosure in your legal opinion that you are registering the following securities:

 · Units (consisting of one share of common stock and one warrant to purchase one share of common
stock);

 · Common stock included in the units;

 · Warrants included in the units; and

 · Common stock underlying the warrants included in the units.

Please revise your
registration fee table to separately list each of the securities being registered.

The Company has revised
the Calculation of Registration Fee Table to separately list of the securities being registered, as noted in your comment above.

 2. Please register all of the common stock underlying the warrants included in your underwriter’s
overallotment. The current amount registered with respect to this common stock only corresponds to 5%, rather than 15%, of the
offering of the $16,500,000 of shares underlying the warrants.

The Company has revised
the Calculation of Registration Fee Table to register all of the common stock underlying the warrants included in the underwriters’
overallotment which now corresponds to 15% of the offering of the $16,500,000 of shares underlying the warrants.

Preliminary Prospectus, page iii

 3. Please revise this page and your prospectus cover page to reflect that you are also registering
the units since the units constitute a separate security. See Item 501(b)(2) of Regulation S-K.

The Company has revised
page iii of the Preliminary Prospectus and the prospectus cover page to reflect that the Company is also registering the units.

Executive Compensation, page 61

 4. Please update your executive compensation disclosure to provide the information called for by
Item 402 of Regulation S-K for your fiscal year ended March 31, 2015. For guidance, please refer to Question 117.05 of our Regulation
S-K Compliance and Disclosure Interpretations.

The Company has revised
the Executive Compensation section on page 61 of the Preliminary Prospectus to provide the information called for by Item 402 of
Regulation S-K for the Company’s fiscal year ended March 31, 2015.

Description of Securities, page 71

 5. Please provide a description of the units in accordance with Item 202(d) of Regulation S-K.

The Company has revised
its Description of Securities on page 71 of the Preliminary Prospectus to provide a description of the units in accordance with
Item 202(d) of Regulation S-K.

Legal Matters, page 80

 6. Please revise your disclosure to state that Snell & Wilmer LLP has passed on the validity
of each of the separate securities covered by your registration statement.

The Company has revised
the Legal Matters section on page 80 of the Preliminary Prospectus to state that Snell & Wilmer L.L.P. has passed on the validity
of each of the separate securities covered by the Company’s registration statement.

Part II, Information Not Required in the Prospectus

Item 17, Undertakings

 7. Please include the undertakings in Item 512(a)(6) of Regulation S-K.

The Company has revised
Item 17 of Part II of the Preliminary Prospectus to include the undertakings in Item 512(a)(6) of Regulation S-K.

Exhibit 5.1 – Legal Opinion

 8. Please arrange for Snell & Wilmer LLP to opine on the legality of your units.

The Company filed an updated Exhibit 5.1
from Snell & Wilmer L.L.P. that includes an opinion on the legality of the Company’s units.

If you have any questions regarding the Company’s responses
set forth above, please contact me at (714) 427-7409.

Sincerely,

	Snell & Wilmer L.L.P.

	/s/ Anthony Ippolito

cc: Robert Stefanovich, Chief Financial Officer, Cryoport, Inc.

April 8, 2015

Via E -mail
Robert Stefanovich
Chief Financial Officer
Cryoport , Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630

 Re: Cryoport , Inc.
  Registration Statement on Form S-1
  Filed March 25, 2015
  File No. 333 -203006

Dear Mr. Stefanovich :

 We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information  so we may better understand your disclosure.

 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and
circumstances or do not believe an  amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Calculation of Registration Fee,  page ii

1. We note from the disclosure in your legal opinion that you are registering the following
securities:
 Units (consisting of one s hare of common stock and one warrant to purchase one
share of common stock);
 Common stock included in the units;
 Warran ts included in t he unit s; and
 Common stock underlying the war rants included in the units.

Please revise your registration fee table to separately  list each of the securities being
registered.

Robert Stefanovich
Cryoport, Inc.
April 8, 2015
Page 2

 2. Please register all of the common stock underlying the warrant s included in your
underwriter’s overallotment.  The current amount registered with respect to this common
stock only corresponds to 5%, rather than 15%, of the offering of the $16,500,000 of
shares underlying the warrants.

Preliminary Prospectus, page iii

3. Please revise this page and your prospectus cover page to reflect that you are also
registering the units since the units constitute a separate security.  See Item 501(b)(2) of
Regulation S -K.

Executive Compensation, page 61

4. Please update your execu tive compensation disclosure to provide the information called
for by Item 402 of Regulation S -K for your fiscal year ended March 31, 2015.  For
guidance, please refer to Question 117.05 of our Regulation S -K Compliance and
Disclosure Interpretations.

Description of Securities, page 71

5. Please provide a description of the units in accordance with Item 202(d) of Regulation S -
K.

Legal Matters, page 80

6. Please revise your disclosure to state that Snell & Wilmer LLP has passed on the validity
of each of the s eparate securities covered by your registration statement.

Part II, Information Not Required in the Prospectus
Item 17. Undertakings

7. Please include the undertakings in Item 512(a)(6) of Regulation S -K.

Exhibit 5.1 – Legal Opinion

8. Please arrange for Snell & Wilmer LLP to opine on the legality of your units.

Closing

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Robert Stefanovich
Cryoport, Inc.
April 8, 2015
Page 3

 Notwithstanding o ur comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authori ty, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relie ve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or an y person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmatio n
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above  registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact David Korvin, Staff Attorney at 202 -551-3236 or me at 202 -551-3765
with any questi ons.

Sincerely,

        /s/ Pamela Long

        Pamela Long
Assistant Director

cc: Via E -mail
Tony Ippolito , Esq.
 Snell & Wilmer  LLP

CORRESP
1
filename1.htm

Snell & Wilmer L.L.P.

600 Anton Boulevard, Suite 1400

Costa Mesa, California 92626-7689

TELEPHONE: (714) 427-7000

FACSIMILE: (714) 427-7799

    Anthony J. Ippolito

    (714) 427-7409

tippolito@swlaw.com

September 15, 2014

Via EDGAR

Division of Corporation
Finance

Securities and Exchange
Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

Attn.: Mr. Jay Ingram, Legal Branch Chief

 RE: Cryoport, Inc.

Post-Effective
Amendment No. 1 to

Registration Statement on Form S-1

Filed August 18, 2014

File No. 333-180326

Dear Mr. Ingram:

On behalf of our client,
Cryoport, Inc. (the “Company”), we are responding to the comments of the Staff of the Securities and Exchange
Commission (the “Commission”) as set forth in your letter dated August 29, 2014 to Robert Stefanovich, Chief
Financial Officer of the Company, with respect to the Company’s Post-Effective Amendment No. 1 to Registration Statement
on Form S-1, as filed with the Commission on August 18, 2014. The Company also filed today Post-Effective Amendment No. 2 to Form
S-1, which has been revised to reflect the changes to the Company’s Board of Directors and committees as a result of the
Company’s recent annual meeting of the stockholders. For your convenience, the Commission’s comments have been repeated
herein in bold, with the Company’s response immediately following each of the Commission’s comments.

September 15, 2014

Page 2

General

1.
We note that your registration statement File No. 333-180326 was declared effective on June 21, 2012 and served as a post-effective
amendment to File No. 333-170027 and File No. 333-173263. That registration statement included your audited financial statements
for the year ended March 31, 2012 and should have been updated pursuant to Section 10(a)(3) on or before July 31, 2013. Please
tell us whether you made offers and sales during the period in which your audited financial statements were not current. If yes,
please provide us with a legal analysis of your compliance with Section 5 of the Securities Act.

The Company’s
Registration Statements on Form S-1 (File Nos. 333-173263, 333-170027, and 333-173263) relate solely to the resale of (i) outstanding
shares of common stock held by stockholders of the Company (“Outstanding Common Shares”) and (ii) the resale
of shares of common stock underlying warrants held by stockholders of the Company (“Warrant Shares”). According
to the Company’s records, approximately 1,351,789 Outstanding Common Shares were offered and sold following July 31, 2013,
the date after which the financial statements included in the Registration Statement’s prospectus ceased being current. The
Company believes that these sales were proper, as such Outstanding Common Shares were eligible for unlimited public resale under
Rule 144(b)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”), at the time they were resold
by the selling stockholders, as such shares had been held for more than six months, none of the selling stockholders were, or within
the three months prior to such sale were, affiliates of the Company and the current public information requirements of Rule 144(c)
of the Securities Act had been satisfied. The Company has confirmed that no Warrant Shares were offered or sold following July
31, 2013.

If you have any questions
regarding the above, please do not hesitate to give me a call at (714) 427-7409.

    Very truly yours,

    Snell & Wilmer

    /s/ Anthony J. Ippolito

    Anthony J. Ippolito

 cc: Robert Stefanovich

Chief Financial Officer

August 29, 2014

Via E -mail
Robert Stefanovich
Chief Financial Officer
Cryoport, Inc.
20382 Barents Sea Circle
Lake Forest, CA 92630

Re: Cryoport, Inc.
 Post-effective amendment to Form  S-1
Filed  August 18, 2014
 File No.  333-180326

Dear Mr. Stefanovich :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, ple ase tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that your registration  statement File No. 333-180326 was declared effective on June
21, 2012 and served as a post -effective amendment to File No. 333 -170027 and File No. 333 -
173263.   That registration statement included your audited financial statements fo r the year
ended March 31, 2012 a nd should  have been updated pursuant to Section 10(a)(3) on or
before July 31, 2013.  Please tell us whether you made offers and sales during the period in
which your audited financial statements were not current.   If yes, please provide us with a
legal analysis of  your compliance with Section 5 of the Securities Act.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Robert Stefanovich
Cryoport, Inc.
August 29, 2014
Page 2

 Notwithstandin g our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Asia Timmons -Pierce, Staff Attorney,  at (202) 551 -3754 or me at (202)
551-3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Tony Ippolito ( via e -mail)
      Snell & Wilmer L.L.P.

CORRESP
1
filename1.htm

SEC Letter

 CRYOPORT, INC.

 20382 Barents Sea Circle

 Lake Forest, California 92630

June 20, 2012

 Via Edgar and Facsimile
to (703) 813-6968

 Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549-7010

 Mail Stop 4631

 Attn: Ms. Pamela A. Long, Assistant Director

RE:
CryoPort, Inc.

Registration Statement on Form S-1

File No. 333-180326

 Dear
Ms. Long:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), the undersigned hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement may become effective at 04:00 p.m., Eastern Time, on Thursday, June 21, 2012,
or as soon thereafter as reasonably practicable. By making this request for acceleration, the undersigned hereby acknowledges and accepts its responsibilities under the Act.

 In this regard, the undersigned acknowledges that:

 1. Should the Commission or
the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 3. The Company may not assert staff comments and the declaration of
effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CRYOPORT, INC.

/S/ ROBERT STEFANOVICH

 Robert Stefanovich

 Chief
Financial Officer and Principal

 Executive Officer

CORRESP
1
filename1.htm

SEC Acceleration Request

 CRYOPORT, INC.

 20382 Barents Sea Circle

 Lake Forest, California 92630

June 20, 2012

 Via Edgar and Facsimile
to (703) 813-6968

 Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549-7010

 Mail Stop 4631

 Attn: Ms. Pamela A. Long, Assistant Director

RE:
CryoPort, Inc.

Registration Statement on Form S-1

File No. 333-180326

 Dear
Ms. Long:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the
“Act”), the undersigned hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement may become effective at 04:00 p.m., Eastern Time, on Thursday, June 21, 2012,
or as soon thereafter as reasonably practicable. By making this request for acceleration, the undersigned hereby acknowledges and accepts its responsibilities under the Act.

 In this regard, the undersigned acknowledges that:

 1. Should the Commission or
the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 3. The Company may not assert staff comments and the declaration of
effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CRYOPORT, INC.

/S/ ROBERT STEFANOVICH

 Robert Stefanovich

 Chief
Financial Officer and Principal

 Executive Officer

CORRESP
1
filename1.htm

Correspondence

 Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

 Costa
Mesa, California 92626-7689

 TELEPHONE: (714) 427-7000

FACSIMILE: (714) 427-7799

 Mark R. Ziebell

 714.427.7402

 mziebell@swlaw.com

 June 15, 2012

 Via Federal Express and EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Ms. Pam Long, Associate Director

RE:
CryoPort, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed May 18, 2012

File No. 333-180326

 Dear Ms. Long:

 On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to the comments of the Staff of the
Securities and Exchange Commission (the “Commission”) as set forth in your letter dated June 6, 2012 to Robert Stefanovich, Chief Financial Officer of the Company, with respect to the Company’s Amendment No. 2 to Registration
Statement on Form S-1, as filed with the Commission on May 18, 2012. We have enclosed for your reference Pre-Effective Amendment No. 3 to Form S-1/A which has been revised to reflect the Commission’s comment (the “Amended Form S-1”)
and has been filed with the Commission on the date hereof. Set for the below is the Commission’s comment with the Company’s response immediately following.

 General

1.
We note that the latest balance sheet included in the registration statement is now older than 134 days. Given that you reported a loss from continuing operations
for the year ended March 31, 2011, it does not appear that you may be able to rely on Rule 8-08(b) of Regulation S-X. Please advice, or otherwise, in accordance with Rule 8-02 of Regulation S-X please provide audited financial statements for the
fiscal year ended March 31, 2012 and update your prospectus by filing a pre-effective amendment to reflect the most recent financial statements accordingly.

 June 15, 2012

 Page 2 of 2

 The Company notes the Commission’s comment and advises the Commission that it has
filed the Amended Form S-1 and has updated the prospectus to include audited financial statements for the fiscal year ended March 31, 2012, and other updates where appropriate to include information for the fiscal year ended March 31, 2012.

 If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.

Very truly yours,

 /s/ Mark R. Ziebell

 Mark R. Ziebell

cc:
Robert S. Stefanovich

 Chief
Financial Officer

June 6 , 2012

Via E -mail
Robert Stefanovich
Chief Financial  Officer
Cryoport, Inc.
20382 Barents Sea Circle
Lake Forest, C A 92630

Re: Cryoport, Inc.
  Amendment No. 2 to Registration Statement on Form S-1
Filed  May 18 , 2012
Response dated June 5, 2012
  File No.  333-180326

Dear Mr. St efanovich :

We have reviewed  your amended registration statement together with your response letter
dated June 5, 2012  and have the following  comments .

General

1. We note  that the latest balance sheet included in the registration statement is now older
than 134 days.  Given that you reported a loss from continuing operations for the year
ended March 31, 2011 , it does not appear that you may be able to rely on Rule 8 -08(b) o f
Regulation S -X.  Please advice, or otherwise, in accordance with Rule 8 -02 of Regulation
S-X please provide audited financial statements for the fiscal year ended March 31, 2012
and update your prospectus by filing a pre -effective amendment to reflect th e most recent
financial statements accordingly.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence, Era
Anagnosti, Staff Attorney , at (202) 551 -3369  with any questions.

Sincerely,

 /s/ Era Anagnosti, for

 Pamela Long
Assistant Directo r

cc: Via E -mail
 Mark Ziebell, Esq.

CORRESP
1
filename1.htm

RESPONSE LETTER

 Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626-7689

 TELEPHONE: (714) 427-7000

 FACSIMILE: (714) 427-7799

   Mark R. Ziebell

   714.427.7402

mziebell@swlaw.com

June 5, 2012

 Via Federal Express and EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Ms. Pam Long, Associate Director

RE:
CryoPort, Inc.

   Amendment No. 2 to Registration Statement on Form S-1

   Filed May 18, 2012

   File
No. 333-180326

 Dear Ms. Long:

 On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to an oral comment of the Staff of the Securities and Exchange Commission (the “Commission”) communicated
telephonically to the undersigned on May 31, 2012. The Staff’s oral comment concerned the Company’s response to comment number 1 contained in the Commission’s letter dated April 12, 2012, as further supplemented by the
Company’s response to the Commission’s follow-up comment number 1 contained in the Staff’s letter dated May 7, 2012.

 In response to the Commission’s oral comment, the Company hereby advises the Commission that the 118,685 restricted shares of common stock that were sold by non-affiliate stockholders following
January 28, 2012, were acquired by such stockholders in connection with the Company’s February 2011 private placement or in connection with the Company’s private placement in August to October 2010. Because these 118,685 restricted
shares of common stock were sold by such non-affiliate stockholders in March and April 2012, such shares had been acquired in excess of one year prior to the date of sale and, therefore, could be sold pursuant to Rule 144 without regard to the
requirements of Rule 144(c)(1), as provided in Rule 144(b)(1)(i).

 June 5, 2012

 Page 2 of 2

 If you have any questions regarding the above, please do not
hesitate to give me a call at (714) 427-7402.

 Very truly yours,

/s/ Mark R.
Ziebell

Mark R. Ziebell

cc:
Robert S. Stefanovich

 Chief
Financial Officer

CORRESP
1
filename1.htm

Comment and Response Letter

 Mark R. Ziebell

 714.427.7402

 mziebell@swlaw.com

May 18,
2012

 Via Federal Express and EDGAR

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Ms. Pam Long, Associate Director

RE:
CryoPort, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 27, 2012

File No. 333-180326

 Dear
Ms. Long:

 On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) as set forth in your letter dated May 7, 2012 to Robert Stefanovich, Chief Financial Officer of the Company, with respect to the Company’s Amendment No. 1 to
Registration Statement on Form S-1, as filed with the Commission on April 27, 2012. We have enclosed for your reference Pre-Effective Amendment No. 2 to Form S-1/A which has been revised to reflect the Commission’s comments (the
“Amended Form S-1”) and has been filed with the Commission on the date hereof. For your convenience, the Commission’s comments have been repeated herein in bold, with the Company’s response immediately following each of the
Commission’s comments.

 General

1.
We note your response to comment one in our letter dated April 12, 2012, where you state among other things that “the current public information
requirements of Rule 144(c) of the Securities Act had been satisfied” with respect to the shares of outstanding common stock eligible for resale under Rule 144(b)(1). Please tell us how you have satisfied the requirements of Rule 144(c)(1)(ii)
under the Securities Act. Please note that we were unable to locate on your website any information required to be submitted and posted pursuant to Rule 405 of Regulation S-T.

 May 18, 2012

  Page
 2
 of 3

The Company notes the Commission’s comment and advises the Commission as follows. Upon becoming required, pursuant to Rule 144(c)(1)(ii) under the Securities Act
of 1933, as amended (the “Act”), to submit electronically and post on its corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T, the Company engaged a third party service
provider to provide a feed of the required data to its corporate Web site. In reliance on the third party service provider providing such feed, the Company believed that it was in compliance with Rule 144(c)(1)(ii) and consequently checked the
appropriate box on the cover page of its Form 10-Qs for the quarters ended June 30, 2011, September 30, 2011 and December 31, 2011. In this regard, with respect to the stockholders who sold shares of the Company’s common
stock following January 28, 2012 (the date after which the financial statements included in the prior registration statement’s prospectus), pursuant to the Note to Paragraph (c) of Rule 144, such stockholders would be able rely on the
checked box (indicating that the Company had submitted and posted on its Web site the Interactive Data File) in connection with sales pursuant to Rule 144. The fact that the Company had not actually posted such Interactive Data Files to its Web
site, which the Company did not realize until receipt of the Commission’s comment letter (which oversight the Company has since remedied), would not have precluded such reliance on Rule 144 unless such stockholders knew or had reason to know
(which we are not aware is the case) that the Company had not complied with the requirement under Rule 144 (c)(1)(ii).

Security Ownership of Certain Beneficial Owners and Management, page 60

2.
We note your revised disclosure in response to comment two in our letter dated April 12, 2012. Please revise your tabular disclosure to identify the Deerfield
Funds, and not James E. Flynn, as beneficial owners.

The Company notes the Commission’s comment and has revised its tabular disclosure to identify the Deerfield Funds, and not James E. Flynn, as the beneficial
owners.

 Signatures

3.
Please have the registration statement signed by the parties identified in Instruction 1 to Signatures in the Form S-1. Refer to Rule 471 under the Securities Act
and Section 6(a) of the Securities Act.

The Company notes the Commission’s comment and advises the Commission that its Amended Form S-1 has been executed by the parties identified in Instruction 1 to the
Signatures in the Form S-1.

If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.

 May 18, 2012

  Page
 3
 of 3

Very truly yours,

/s/ Mark R. Ziebell

Mark R. Ziebell

cc:
Robert S. Stefanovich

Chief Financial Officer

May 7 , 2012

Via E -mail
Robert Stefanovich
Chief Financial  Officer
Cryoport, Inc.
225 Broadway, Suite 430
San Diego, CA 92101

Re: Cryoport, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  April 27 , 2012
  File No.  333-180326

Dear Mr. St efanovich :

We have reviewed  your amended registration statement and have the following
comments.

General

1. We note your response to comment one in our letter dated April 12, 2012, where you
state among other things that “the current public information requirements of Rule 144(c)
of the Securities Act had been satisfied”  with respect to the shares of outstanding
common stock eligible for resale  under Rule 144(b)(1).  Please tell us how you have
satisfied the requirements of Rule 144(c)(1)(ii) under the Securities Act.  Please note that
we were unable to locate on your website any information required to be submitted and
posted pursuant to Rule 4 05 of Regulation S -T.

Security Ownership of Certain Beneficial Owners and Management, page 60

2. We note your revised disclosure in response to comment two in our letter dated April 12,
2012.  Please revise your tabular disclosure to identify the Deerfield Funds, and not
James E. Flynn, as beneficial owners.

Signatures

3. Please have the registration statement signed by the parties identified in Instruction 1 to
Signatures in the Form S -1.  Refer to Rule 471 under the Securities Act and Section 6(a)
of the Se curities Act.

Robert Stefanovich
Cryoport, Inc.
May 7 , 2012
Page 2

 Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence, Era
Anagnosti, Senior Staff Attorney , at (202) 551 -3369  with any questions.

Sincerely,

 /s/ Era Anagnosti, for

 Pamela Long
Assistant Director

cc: Via E -mail
 Mark Ziebell, Esq.

CORRESP
1
filename1.htm

Correspondence

 April 27, 2012

 Via Federal Express and EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F.
Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Ms. Pam Long, Associate Director

RE:
    CryoPort, Inc.

     Registration Statement on Form S-1

    Filed March 23, 2012

     File No. 333-180326

 Dear Ms. Long:

On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to the comments of the Staff of the Securities and
Exchange Commission (the “Commission”) as set forth in your letter dated April 12, 2012 to Larry G. Stambaugh, Chief Executive Officer of the Company, with respect to the Company’s Registration Statement on Form S-1, as filed
with the Commission on March 23, 2012. We have enclosed for your reference Pre-Effective Amendment No. 1 to Form S-1/A which has been revised to reflect the Commission’s comments (the “Amended Form S-1”) and has been filed
with the Commission on the date hereof. For your convenience, the Commission’s comments have been repeated herein in bold, with the Company’s response immediately following each of the Commission’s comments.

General

1.
Regarding the Registration Statement on Form S-1 (File No. 333-173263) which became effective on April 28, 2011 and served as a post–effective
amendment to two registration statements on Form S-1 through application of Securities Act Rule 429 (File No. 333-162350 and File No. 333-170027), we note that your prospectus appears to have been in use for more than nine months after the
April 28, 2011 effective date. We further note that the audited financial statements contained therein, which are as of and for the fiscal year ended March 31, 2010, are older than 16 months and that you do not appear to have subsequently
updated the audited financial statements in the prospectus pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended, by filing a post-effective amendment to the registration statement until now. Please tell us whether any offers
or sales were made pursuant to the prospectus during the period in which your financial statements were not current. For additional guidance, please refer to Question 139.28 of the Securities Act Sections Compliance and Disclosure Interpretations
found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

 April 27, 2012

 Page 2 of 3

 The Company’s Registration Statement on Form S-1 (File No. 333-173263) relates solely to the resale of (i) outstanding shares of common stock held by stockholders of the Company
(“Outstanding Common Shares”), (ii) the resale of shares of common stock underlying warrants held by stockholders of the Company (“Warrant Shares”), and (iii) the resale of certain warrants issued in connection with a
prior public offering, and the resale of the shares of common stock underlying such warrants (“Tradable Warrants and Underlying Common Shares”). According to the Company’s transfer agent, approximately 118,685 Outstanding Common
Shares were offered and sold following January 28, 2012, the date after which the financial statements included in the Registration Statement’s prospectus ceased being current. The Company believes that these sales were proper, as such
Outstanding Common Shares were eligible for unlimited public resales under Rule 144(b)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”), at the time they were resold by the selling stockholders, as such shares had
been held for more than six months, none of the selling stockholders were, or within the three months prior to such sale were, affiliates of the Company and the current public information requirements of Rule 144(c) of the Securities Act had been
satisfied. The Company has confirmed that no Warrant Shares nor Tradable Warrants and Underlying Common Shares were offered or sold following January 28, 2012.

 Security Ownership of Certain Beneficial Owners and Management, page 60

2.
Based on your Selling Security Holder Table disclosure on page 64, it appears that BridgePointe Masters Fund Ltd and Deerfield Special Situations Fund International
Limited each hold more than 5% of the company’s outstanding stock. Please tell us why they are not listed in the beneficial ownership table, or otherwise revise your disclosure accordingly.

The Company notes the Commission’s comment and has revised the beneficial ownership table to add Deerfield Special Situations Fund
International Limited and Deerfield Special Situations Fund L.P. With respect to BridgePointe Master Fund Ltd., the Company advises the Commission that BridgePointe’s beneficial ownership as of March 15, 2012 was actually 4.96%. The
Company has revised the Selling Security Holder Table to correct BridgePointe’s beneficial ownership percentage.

 Selling Security
Holder Table, page 64

3.
Please revise your disclosure to identify the person or persons who have voting and/or investment control over the shares owned by Brio Capital LP, Broms Financial,
LLC, and Celtic Enterprises LTD. Please refer to Question 140.02 of Regulation S-K Compliance and Disclosure Interpretations found at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

The Company notes the Commission’s comment and has revised the Selling Security Holder Table to footnote the person or persons who
have voting and/or investment control over the shares owned by Brio Capital LP, Broms Financial, LLC and Celtic Enterprises LTD.

 April 27, 2012

 Page 3 of 3

 If you have any questions regarding the above, please do not hesitate to give me a call at (714) 427-7402.

Very truly yours,

 /s/ Mark R. Ziebell

Mark R. Ziebell

cc:
Robert S. Stefanovich

 Chief
Financial Officer

April 12, 2012

Via E -mail
Larry G. Stambaugh
Chief Executive Officer
Cryoport, Inc.
225 Broadway, Suite 430
San Diego, CA 92101

Re: Cryoport, Inc.
  Registration Statement on Form S-1
Filed  March  23, 2012
  File No.  333-180326

Dear Mr. Stambaugh :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Regarding the Registration Statement on Form S -1 (File No. 333 -173263) which became
effective on April 28, 2011 and served as a post –effecti ve amendment to two registration
statements on Form S -1 through application of Securities Act Rule 429 (File No. 333 -
162350 and File No. 333 -170027), we note that your prospectus appears to have been in
use for more than nine months after the April 28, 201 1 effective date.  We further note
that the audited financial statements contained therein, which are as of and for the fiscal
year ended March 31, 2010, are older than 16 months and that you do not appear to have
subsequently updated the audited financial  statements in the prospectus pursuant to
Section 10(a)(3) of the Securities Act of 1933, as amended, by filing a post -effective
amendment to the registration statement until now.  Please tell us whether any offers or
sales were made pursuant to the prospe ctus during the period in which your financial
statements were not current.  For additional guidance, please refer to  Question 139.28 of

Larry G. Stambaugh
Cryoport, Inc.
April 12, 2012
Page 2

 the Securities Act Sections Compliance and Disclosure Interpretations found at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

Security Ownership of Certain Beneficial Owners and Management, page 60

2. Based on your Selling Security Holder Table disclosure on page 64, it appears that
BridgePointe Masters Fund Ltd and Deerfield Special Situations Fund International
Limited each hold more than 5% of the company’s outstanding stock.  Please tell us why
they are not listed in the beneficial ownership table, or otherwise revise your disclosure
accordingly.

Selling Security Holder Table, page 64

3. Please revise your disclosure to identify the person or persons who have voting and/or
investment control over the  shares owned by Brio Capital LP, Broms Financial, LLC, and
Celtic Enterprises LTD.  Please refer to Question 140.02 of Regulation S -K Compliance
and Disclosure Interpretations found at
http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstandi ng our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Larry G. Stambaugh
Cryoport, Inc.
April 12, 2012
Page 3

 the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
regist ration statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence, Era
Anagnosti, Senior Staff Attorney , at (202) 551 -3369  with any other questions.

Sincerely,

 /s/ Era Anagnosti

 for Pamela Long
Assistant Director

cc: Via E -mail
 Mark Ziebell, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                  February 13, 2012
 Via Facsimile

Mr. Robert S. Stefanovich
Chief Financial Officer CryoPort, Inc. 20382 Barents Sea Circle Lake Forest, California 92630
 RE: CryoPort, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed June 27, 2011 File No. 1-34632

Dear Mr. Stefanovich:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
          Sincerely,
/s/ Rufus Decker
         R u f u s  D e c k e r
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 February 9, 2012

 Via Federal Express and EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

 Attn.: Rufus Decker, Accounting Branch Chief

RE:
CryoPort, Inc.

 Form
10-K for the Year Ended March 31, 2011

 Filed June 27, 2011

Form 10-Q for the Period Ended September 30, 2011

 Filed November 14, 2011

 File No. 1-34632

Dear Mr. Decker:

 On
behalf of CryoPort, Inc. (the “Company”), I am responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) as set forth in your letter dated January 31, 2012 addressed to the
undersigned, with respect to the Company’s Form 10-K for the year ended March 31, 2011 and Form 10-Q for the period ended September 30, 2011, as filed with the Commission on June 27, 2011 and November 14, 2011, respectively.
For your convenience, the Commission’s comments have been repeated herein in bold, with the Company’s response immediately following each of the Commission’s comments.

 Form 10-Q for the Period Ended September 30, 2011

 Controls and
Procedures, page 26

 1. You disclose that your disclosure controls and procedures were effective subject to the
various limitation on effectiveness set forth under the heading “Limitations on the Effectiveness of Internal Controls.” Please revise your conclusion to state, without using qualifying language such as “subject to the various
limitations,” whether your disclosure controls and procedures were effective or not as of September 30, 2011. See Item 307 of Regulation S-K.

 The Company notes the Commission’s comment and advises the Commission that, in future filings, the Company will revise its conclusion to state, without qualification, whether its disclosure controls
and procedures were effective or not as of the required date. For your reference, the following is the Company’s proposed disclosure for its Form 10-Q for the fiscal quarter ended December 31, 2011 which the Company expects to file with
the Commission on or before February 14, 2012:

 “Conclusions Regarding the Effectiveness of Disclosure Controls
and Procedures

 We maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management

 225
BROADWAY    •    SUITE 430    •SAN DIEGO, CA 92101•    TEL (619) 481-6800

 www.cryoport.com

recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a
reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 As required by Securities and Exchange Commission Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as of December 31, 2011 at the reasonable assurance level.”

 Further, the Company advises the Commission that the Company’s disclosure controls and procedures were effective as of September 30, 2011 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting, page 26

 2. Please confirm that there were no changes in internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected or are reasonably likely to
materially affect your internal control over financial reporting. Please also revise future filings beginning with your next Form 10-Q to disclose whether or not there have been such changes during your last fiscal quarter. Refer to Item 308(c)
of Regulation S-K.

 The Company notes the Commission’s comment and hereby advises the Commission that there were no
changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2011 that materially affected or were reasonably likely to materially affect the Company’s internal control over financial
reporting. Further, the Company hereby advises the Commission that, in the Company’s future filings, commencing with its next quarterly report on Form 10-Q, the Company will disclose whether or not there had been any changes in the
Company’s internal control over financial reporting during the applicable period that materially affected or were reasonably likely to materially affect the Company’s internal control over financial reporting.

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions regarding the above, please do not hesitate to give me a call
at (619) 481-6802.

 Very truly yours,

/s/ Robert S. Stefanovich

 Robert S. Stefanovich

 Chief Financial Officer

cc:
Larry G. Stambaugh, Chief Executive Officer

Mark R. Zichell, Esq., Snell & Wilmer

 225
BROADWAY    •    SUITE 430    •SAN DIEGO, CA 92101•     TEL (619) 481-6800

 www.cryoport.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                January 31, 2012
 Via Facsimile

Mr. Robert S. Stefanovich
Chief Financial Officer CryoPort, Inc. 20382 Barents Sea Circle Lake Forest, California 92630
 RE: CryoPort, Inc.
Form 10-K for the Year Ended March 31, 2011 Filed June 27, 2011 Form 10-Q for the Period Ended September 30, 2011 Filed November 14, 2011 File No. 1-34632

Dear Mr. Stefanovich:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-Q for the Period Ended September 30, 2011

 Controls and Procedures, page 26

 1. You disclose that your disclosu re controls and procedures we re effective subject to the
various limitation on effectiveness set fo rth under the heading “Limitations on the
Effectiveness of Internal Controls.”  Please revise your conclusion to state, without using
qualifying language such as “subject to the va rious limitations,” whet her your disclosure
controls and procedures were  effective or not as of September 30, 2011.  See Item 307 of
Regulation S-K.

Mr. Robert S. Stefanovich
CryoPort, Inc. January 31, 2012 Page 2
 Changes in Internal Control Over Financial Reporting, page 26

2. Please confirm that there were no changes in in ternal control over financial reporting during
the quarter ended September 30, 2011 that have ma terially affected or are reasonably likely
to materially affect your intern al control over financial reporti ng.  Please also revise future
filings beginning with your next Form 10-Q to disclose whether or not there have been such
changes during your last fis cal quarter.  Refer to Item  308(c) of Regulation S-K.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Ernest Greene,  Staff Accountant at (202) 551-3733 or me at (202) 551-
3769 if you have questions re garding these comments.
           Sincerely,
/s/ Rufus Decker
         R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

April 25, 2011

Sent Via Fax to (703) 813-6968 and Via Edgar

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549-7010

Mail Stop 4631

Attn: Ms. Pamela A. Long - Assistant Director

    RE:

    CryoPort, Inc.

    Registration Statement on Form S-1 (333-173263)

Dear Ms. Long:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended (the “Act”), the undersigned hereby requests that the effective date of the above
referenced Registration Statement be accelerated so that the Registration Statement may become
effective at 9:00 a.m., Eastern Time, on Thursday, April 28, 2011, or as soon thereafter as
practicable. By making this request for acceleration, the undersigned hereby acknowledges and
accepts its responsibilities under the Act.

In this regard, the undersigned acknowledges that:

1. Should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the
filing;

2. The action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

3. The Company may not assert staff comments and the declaration of effectiveness as defense
in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

    Very truly yours,

CRYOPORT, INC.

    /s/ Larry G. Stambaugh

    Larry G. Stambaugh

    Chief Executive Officer and Chairman

20382 Barents Sea Circle  •  Lake Forest, CA 92630  •  www.cryoport.com

Tel (949) 470-2300 • Fax (949) 470-2306  •  E-mail: contact@cryoport.com

CORRESP
1
filename1.htm

Correspondence

Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626-7689

TELEPHONE: (714) 427-7000

FACSIMILE: (714) 427-7799

    Mark R. Ziebell

714.427.7402

mziebell@swlaw.com

    April 22, 2011

Via EDGAR and Federal Express

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 4631

Attn.: Pamela A. Long, Assistant Director

    RE:

    CryoPort, Inc.

Registration Statement on Form S-1

Filed: April 1, 2011

File No.: 333-173263

Dear Ms. Long:

On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to the comments of
the Staff of the Securities and Exchange Commission (the “Commission”) as set forth in your letter
dated April 18, 2011 to Larry G. Stambaugh, Chief Executive Officer of the Company, with respect to
the Company’s Registration Statement on Form S-1 (the “Registration Statement”) which was filed
with the Commission on April 1, 2011. We are enclosing Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1 filed as of April 22, 2011 (the “Amended Registration
Statement”). For your convenience, the Commission’s comments have been repeated herein in bold,
with the Company’s response immediately following each of the Commission’s comments. All page
numbers refer to the Edgar version of the Amended Registration Statement.

April 22, 2011

Page 2 of 5

General

    1.

    Regarding the Registration Statement on Form S-1 (File No. 333-162350), which was initially
filed on October 6, 2009 and became effective on February 25, 2010, we note that your
prospectus appears to have been in use for more than nine months
after the February 25, 2010 effective date of the registration statement. We further note
that the audited financial statements contained therein, which are as of and for the fiscal
year ended March 31, 2008, are older than 16 months and that you do not appear to have
subsequently updated the audited financial statements in the prospectus pursuant to Section
10(a)(3) of the Securities Act of 1933, as amended, by filing a post-effective amendment to
the registration statement. Please advise us as to whether any offers or sales were made
pursuant to the prospectus during the period in which the financial statements were not
current. Please refer to Section 10(a)(3) of the Securities Act and Question 113.01 of our
Securities Act Forms Compliance and Disclosure Interpretations, which are available on our
website.

The Company notes the Commission’s comment and advises the Commission that the Registration
Statement on Form S-1 (File No. 333-162350) which became effective on February 25, 2010,
registered the public offering of units, each unit consisting of one share of common stock
and one warrant to purchase one share of common stock at an exercise price of $3.30 per
share, and registered the issuance of the shares of common stock upon exercise of the
warrants. To date, none of the warrants has been exercised and no offers or sales have been
made during the period in which the financial statements were not current.

Calculation of Registration Fee

    2.

    We note footnote (1) disclosure to the Calculation of Registration Fee table. Please revise
the footnote disclosure to specify the exact dollar amount of the fee that had been paid
previously and is being applied to the new registration statement. In this regard, please see
footnote 21 in SEC Release No. 33-7168.

The Company notes the Commission’s comment and has revised footnotes (4) and (5) to the
Calculation of Registration Fee table to state the exact dollar amount of the fee previously
paid and being applied to the current registration statement.

Prospectus Summary, page 1

    3.

    Please disclose here that the auditors have issued a going concern opinion. We note “Our
auditors have expressed doubt about our ability to continue as a going concern” risk factor on
page five.

The Company notes the Commission’s comment and has revised the Prospectus Summary at page 1
to disclose that the Company’s auditor had issued a going concern qualification in
connection with its audit report for the fiscal year ended March 31, 2010.

    4.

    Please include in this section a brief summary of the material terms of 2010 and 2011 private
placements, describing how the securities were acquired by the selling stockholders. To the
extent applicable, please disclose any material differences between the terms of the two
exempt offerings. With respect to the tradable
warrants, please indicate that they were issued in connection with the company’s IPO.

April 22, 2011

Page 3 of 5

The
Company notes the Commission’s comment and has revised the Prospectus Summary at page 2
to include brief summaries of the 2010 and 2011 private placements and to indicate that the
tradable warrants were issued in connection with the Company’s public offering in February
2010.

Risk Factors, page 5

The sale of substantial shares of our common stock may depress our stock price, page 7

    5.

    Please address under a separate caption the dilutive effect that the exercise of the warrants
may have on the existing stockholders. Please quantify such effect to the extent possible.

The Company notes the Commission’s comment and has added a new risk factor to quantify the
ownership dilution that would occur to the Company’s existing stockholders who are not
selling security holders under the Registration Statement if the selling security holders
were to exercise all of the warrants held by them.

Security Ownership of Certain Beneficial Owners, page 53

    6.

    Based on your disclosure here, it appears that your beneficial owners hold 12.49% of your
outstanding stock. Please reconcile this disclosure with the disclosure in “Certain of our
existing stockholders own and have the right to acquire a substantial number of shares...”
risk factor on page 13 where you disclose a beneficial ownership percentage of 15.1%.

The Company notes the Commission’s comment and advises the Commission that the calculation
of the 15.1% beneficial ownership in the risk factor was determined on a group basis for all
directors, officers and the two stockholders, hence all shares that could be acquired by
them within 60 days of March 15, 2011, upon conversion of debt and exercise of options and
warrants were added to the number of existing outstanding shares for purposes of determining
their aggregate beneficial ownership. For purposes of the table on page 53, the group
calculation was only done for directors and officers (resulting in 2.69%), but not for the
two stockholders, hence adding their respective percentages to the director and officer
group total would not result in the same aggregate total.

The Company has revised the table to add a new summation for all directors, officers and 5%
or greater beneficial owners which now ties out with the percentage
noted in the risk factor. Note also
that the percentages for BridgePointe and Enable are now calculated without regard to the
4.9% ownership limitation contained in their warrants, as is noted in footnote (3) to the
table.

April 22, 2011

Page 4 of 5

    7.

    Based on your Selling Security Holder Table disclosure on page 57, it appears that AQR
Diversified Arbitrage Fund and Emergent Financial Group, Inc. each hold more than 5% of the
company’s outstanding stock. Please tell us why they are not listed in the beneficial
ownership table, or otherwise revise your disclosure accordingly.

The Company notes the Commission’s comment and has revised the disclosure on the beneficial
ownership table to include Emergent Financial Group, Inc. and CNH Partners, LLC, the
beneficial owner of the shares of common stock held in the name of AQR Diversified Arbitrage
Fund and related funds.

    8.

    To the extent that the “Percentage of Shares Owned” column is intended to indicate the
ownership percentage of the selling stockholders prior to the offering, please complete your
disclosure accordingly.

The Company notes the Commission’s comment and has revised the Selling Security Holder Table
to include the percentage of shares owned by each of the selling security holders both
before and after the offering.

    9.

    Rule 429(a) of the Securities Act requires that the combined prospectus in the latest
registration statement must include all of the information that currently would be required in
a prospectus relating to all offering(s) that it covers. As such, please revise the footnote
disclosures to identify for each selling stockholder the transaction and the number of shares
each selling stockholder acquired in that transaction.

The Company notes the Commission’s comment and has revised the footnote disclosures in the
Selling Security Holder Table to indentify the private placement transaction(s) in which
each selling security holder acquired his, her or its shares of common stock and warrants.

Part II, page II-1

Exhibits, page II-5

    10.

    Please file as exhibits to the registration statement each form of warrant agreement issued
in the 2010 and 2011 private placements.

The Company notes the Commission’s comment and advises that the form of warrant agreement
for each of the 2010 and 2011 private placements have been filed as Exhibits 4.14 and 4.15,
respectively.

April 22, 2011

Page 5 of 5

Exhibit 5.1 — Opinion of Counsel

    11.

    Please have counsel clarify for us the purpose of the following statement in the final
paragraph of its opinion: “We are furnishing this opinion to the Company solely in
connection with the Registration Statement.” We are concerned that this statement might be
an impermissible attempt to limit the ability of investors to rely on the opinion.

The Company notes the Commission’s comment and advises that the opinion of counsel has been
revised to remove the statement in question and has been refiled.

Exhibit 10.31

    12.

    Please include a footnote in the exhibit index to indicate that certain portions of this
exhibit have been omitted based upon a request for confidential treatment. We note that on
March 24, 2011 the Commission issued an order granting confidential treatment with respect to
this exhibit.

The Company notes the Commission’s comment and has added footnote “***” and has indicated
that portions of Exhibit 10.31 have been omitted pursuant to a request for confidential
treatment.

Undertakings, page II-10

    13.

    Please remove the undertakings set forth in Item 512(a)(6) of Regulation S-K, as well as the
undertakings related to reliance on Rule 430A, as inapplicable. Please revise your disclosure
to include the Item 512(a)(5)(ii) undertakings.

The Company notes the Commission’s comment and has revised its undertakings accordingly.

If you have any questions regarding the Amended Registration Statement or the above, please do
not hesitate to give me a call at (714) 427-7402.

Very truly yours,

Snell & Wilmer

/s/ Mark R. Ziebell

Mark R. Ziebell

cc: Larry G. Stambaugh

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April  18, 2011

 Via U.S. M ail
Larry G. Stambaugh
Chief Executive Officer
Cryoport, Inc.
20382 Barents Sea Circle
Lake Forest, CA  92630

Re: Cryoport, Inc.
  Registration Statemen t on Form S -1
  Filed :  April  1, 2011
  File No.:  333- 173263

Dear M r. Stambaugh :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to  this letter by amending your registration statement and providing
the requested information .  Where you do not believe our comments apply to your facts
and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your registration statement and the information
you provide in response to these comments, we may have additional comments .

General
1. Regarding the Registration Statement on Form S -1 (File No. 333- 162350), which was
initial ly filed on October 6, 2009 and became effective on February 25, 2010, we note
that your prospectus appears to have been in use for more than nine months after the
February 25, 2010 effective date of the registration statement.  We further note that the
audited financial  statements contained therein, which are as of and for the fiscal year
ended March 31, 2008, are older than 16 months and that you do not appear to have
subsequently updated the audited financial statements in the prospectus pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended, by filing a post -effective
amendment to the registration statement.  Please advise us as to whether any offers or

Larry G. Stambaugh
April 18, 2011
Page 2

sales were made pursuant to the prospectus during the period in which the financial
statements were not current.  Please refer to Section 10(a)(3) of the Securities Act and
Question 113.01 of our Securities Act Forms Compliance and Disclosure Interpretations, which are available on our website.

 Calculation of Registration Fee
2. We note f ootnote (1)  disclosure to the Calculation of Registration Fee table.  Please
revise the footnote disclosure to specify the exact dollar amount of the fee that had
been paid previously and is being applied to the new registration statement.  In this regard,  please see footnote 21 in SEC Release No. 33 -7168.

 Prospectus Summary, page 1
3. Please disclose here that the auditors have issued a going concern opinion.  We note “Our auditors have expressed doubt about our ability to continue as a going concern”
risk factor on page five.

4. Please include in this section a brief summary of the material terms of 2010 and 2011 private placements, describing how the securities were acquired by the selling stockholders.  To the extent applicable, please disclose any material  differences
between the terms of the two exempt offerings.  With respect to the tradable warrants, please indicate that they were issued in connection with the company’s IPO.

Risk Factors, page 5
 The sale of substantial shares of our common stock may depress our stock price, page 7
5. Please address under a separate caption the dilutive effect that the exercise of the warrants may have on the existing stockholders.  Please quantify such effect to the extent possible.

Security Ownership of Certai n Beneficial Owners, page 53
6. Based on your disclosure here, it appears that your beneficial owners hold 12.49% of your outstanding stock.  Please reconcile this disclosure with the disclosure in “Certain of our existing stockholders own and have the right  to acquire a substantial number of
shares…” risk factor on page 13 where you disclose a beneficial ownership percentage of 15.1%.

7. Based on your Selling Security Holder Table disclosure on page 57, it appears that AQR Diversified Arbitrage Fund and Emerge nt Financial Group, Inc. each hold more
than 5% of the company’s outstanding stock.  Please tell us why they are not listed in the beneficial ownership table, or otherwise revise your disclosure accordingly.

8. To the extent that the “Percentage of Shares Owned” column is intended to indicate the

Larry G. Stambaugh
April 18, 2011
Page 3

ownership percentage of the selling stockholders prior to the offering, please complete
your disclosure accordingly.

9. Rule 429(a) of the Securities Act requires that t he combined prospectus in the latest
registr ation statement must include all of the information that currently would be
required in a prospectus relating to all offering(s) that it covers .  As such, please revise
the footnote disclosures to identify for each selling stockholder the transaction and t he
number of shares each  selling stockholder acquired in that transaction .

 Part II, page II -1
 Exhibits, page II -5
10. Please file as exhibits to the registration statement each form of warrant agreement
issued in the 2010 and 2011 private placements.

 Exhib it 5.1 -  Opinion of Counsel
11. Please have counsel clarify for us the purpose of the following statement in the final paragraph of its opinion: “We are furnishing this opinion to the Company solely in connection with the Registration Statement.”  We are con cerned that this statement
might be an impermissible attempt to limit the ability of investors to rely on the opinion.

Exhibit 10.31
12. Please include a footnote in the exhibit index to indicate that certain portions of this exhibit have been omitted based upon a request for confidential treatment.  We note that on March 24, 2011 the Commission issued an order granting confidential treatment with respect to this exhibit.

Undertakings, page II -10
13. Please remove the undertakings set forth in Item 512(a)(6) of  Regulation S -K, as
well as the undertakings related to reliance on Rule 430A, as inapplicable.  Please revise your disclosure to include the Item 512(a)(5)(ii) undertakings.

Larry G. Stambaugh
April 18, 2011
Page 4

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the  information the Securities
Act of 1933 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

• the action of the Comm ission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securitie s Exchange Act of 1934
as they relate to the proposed public offering of the securities specified in the above
registration statement.  Please allow adequate time  for us to review any amendment prior
to the requested effective date of the registration stat ement .

You may contact Era Anagnosti,  Staff Attorney, at (202) 551- 3369 or Dieter King,
Senior Staff Attorney,  at (202) 551- 3338 with any questions .
 Sincerely,
    Pamela A. Long
Assistant Director

cc: Mark R. Ziebell , Esq. (Via Facsimile  at (714) 427-7799)
      Snell & Wilmer  L.L.P.

CORRESP
1
filename1.htm

    cryoport_corresp-021910.htm

    CryoPort,
Inc.

    20382
Barents Sea Circle

    Lake
Forest, California 92630

    (949)
470-2300

    February
22, 2010

    Sent Via Fax to (703)
713-6968 and Via EDGAR

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, NE

    Washington,
DC 20549-7010

    Mail Stop
4631

    Attn: Ms.
Pamela A. Long – Assistant Director

            Re:

              CryoPort,
      Inc.

              Registration
      Statement on Form 8-A

              File
      No. 001-34632

    Ladies
and Gentlemen:

    CryoPort,
Inc. (the “Company”) hereby respectfully makes this application for the
withdrawal of the Company’s registration statement on Form 8-A (File No.
001-34632) pursuant to Section 12(b) originally filed on February 10, 2010 (the
“8-A Registration Statement”) in connection with the Company’s registration
statement on Form S-1 (File No. 333-162350) (the “S-1 Registration
Statement”).

    As a
result of a number of developments subsequent to filing the 8-A Registration
Statement, including the Company’s inability to meet the minimum listing
requirements of The NASDAQ Stock Market LLC following the completion of the
offering contemplated by the S-1 Registration Statement, the Company has
determined that it is appropriate to make this application to withdraw the 8-A
Registration Statement.  The Company intends to subsequently file a
new registration statement on Form 8-A pursuant to Section 12(g).

    Since the
S-1 Registration Statement has not yet become effective, the 8-A Registration
Statement has also not yet become effective.   Additionally, no
securities have been sold in connection with the S-1 Registration
Statement.

    The
Company requests that a written order granting the withdrawal of the 8-A
Registration Statement be granted and made effective as soon as
practicable.

              CryoPort,
      Inc.

              By:
      /s/ Larry G.
      Stambaugh

              Name:
      Larry G. Stambaugh

              Title:
      Chief Executive Officer

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 RODMAN & RENSHAW, LLC

 February 22, 2010

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
CryoPort, Inc.

Registration Statement on Form S-1

File No. 333-162350

 Ladies and
Gentleman:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
Rodman & Renshaw, LLC joins the request of CryoPort, Inc. (the “Company”) that the effective date of the Registration Statement referred to above be accelerated so as to permit it to become effective at 9:00 a.m., Eastern Time, on
Wednesday, February 24, 2010, or as soon thereafter as possible.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that between February 2, 2010 and the date hereof, 59 copies of the Preliminary Prospectus, dated February 2, 2010 have been distributed as follows: 59 to institutional investors and none
to others. In addition, approximately 30 copies of the Preliminary Prospectus, dated February 22, 2010 have been distributed as follows: approximately 30 to institutional investors and none to others.

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

Very truly yours,

RODMAN & RENSHAW, LLC

By:

/s/ JOHN J. BORER III

John J. Borer III

Senior Managing Director

CORRESP
1
filename1.htm

Acceleration Request

 CRYOPORT, INC.

 February 22, 2010

 Sent Via Fax to (703) 813-6968 and Via Edgar

 Division of Corporate Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington D.C. 20549-7010

 Mail Stop 4631

 Attn: Ms. Pamela A. Long—Assistant Director

 RE:

CryoPort, Inc.

Registration Statement on Form S-1 (333-162350)

 Dear Ms. Long:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended (the “Act”), the undersigned hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement may become effective at 9:00 a.m., Eastern Time, on Wednesday,
February 24, 2010, or as soon thereafter as practicable. By making this request for acceleration, the undersigned hereby acknowledges and accepts its responsibilities under the Act.

 In this regard, the undersigned acknowledges that:

 1. Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3. The
Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States

 Very truly yours,

 CRYOPORT, INC.

 /s/ Larry G.
Stambaugh

 Larry G. Stambaugh

 Chief Executive Officer and Chairman

CORRESP
1
filename1.htm

Withdrawal of Acceleration Request

 CryoPort, Inc.

 20382 Barents Sea Circle

 Lake Forest, California
92630

 (949) 470-2300

 February 11, 2010

 Sent Via Fax to (703) 813-6968 and Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549-7010

 Mail Stop 4631

 Attn: Ms. Pamela A. Long – Assistant Director

Re:
CryoPort, Inc.

Registration Statement on Form S-1

File No. 333-162350

 Ladies and
Gentlemen:

 CryoPort, Inc. hereby withdraws its request, dated February 10, 2010, for effectiveness of the Registration
Statement referred to above.

CryoPort, Inc.

By:

/s/ Larry G. Stambaugh

Name:

Larry G. Stambaugh

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

Acceleration Request on behalf of CryoPort, Inc.

 CRYOPORT, INC.

 February 10, 2010

 Sent Via Fax to (703) 813-6968 and Via Edgar

 Division of Corporate Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington D.C. 20549-7010

 Mail Stop 4631

 Attn: Ms. Pamela A. Long - Assistant Director

RE:
CryoPort, Inc.

Registration Statement on Form S-1 (333-162350)

 Dear Ms. Long:

 Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Act”), the undersigned hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration Statement may become effective at 9:00 a.m.,
Eastern Time, on Friday, February 12, 2010, or as soon thereafter as practicable. By making this request for acceleration, the undersigned hereby acknowledges and accepts its responsibilities under the Act.

 In this regard, the undersigned acknowledges that:

 1. Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3. The
Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States

Very truly yours,

CRYOPORT, INC.

/s/ Larry G. Stambaugh

Larry G. Stambaugh

Chief Executive Officer and Chairman

CORRESP
1
filename1.htm

Acceleration Request on behalf of the Underwriters

 RODMAN & RENSHAW, LLC

 February 10, 2010

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
CryoPort, Inc.

Registration Statement on Form S-1

File No. 333-162350

 Ladies and
Gentleman:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
Rodman & Renshaw, LLC joins the request of CryoPort, Inc. (the “Company”) that the effective date of the Registration Statement referred to above be accelerated so as to permit it to become effective at 9:00 a.m., Eastern Time, on
Friday, February 12, 2010, or as soon thereafter as possible.

 Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that between February 2, 2010 and the date hereof, 59 copies of the Preliminary Prospectus, dated February 2, 2010 have been distributed as follows: 59 to institutional investors and none to others.

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the
Securities Exchange Act of 1934, as amended.

 Very truly yours,

 RODMAN & RENSHAW, LLC

By:

/s/ JOHN J. BORER III

 John J. Borer III

 Senior
Managing Director

CORRESP
1
filename1.htm

SEC Response letter

 Snell & Wilmer L.L.P.

 600 Anton Boulevard

 Suite 1400

 Costa Mesa, California 92626-7689

 TELEPHONE: (714) 427-7000

 FACSIMILE: (714) 427-7799

 Mark R. Ziebell

 714.427.7402

 mziebell@swlaw.com

 February 9,
2010

 Via Federal Express

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549-7010

 Mail Stop 4631

 Attn.: Pamela A. Long, Assistant
Director

 RE:  CryoPort, Inc.

 Amendment No. 4

 To Registration Statement on Form S-1

 Filed on February 2, 2010

 File No.: 333-162350

 Dear
Ms. Long:

 On behalf of our client, CryoPort, Inc. (the “Company”), we are responding to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) as set forth in your letter dated February 5, 2010 to Larry G. Stambaugh, Chief Executive Officer of the Company, with respect to Amendment No. 4 to the
Company’s Registration Statement on Form S-1 (the “Registration Statement”) which was filed with the Commission on February 2, 2010. We are enclosing Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1
filed as of February 9, 2010 (the “Amended Registration Statement”). For your convenience, the Commission’s comments have been repeated herein in bold, with the Company’s response immediately following each of the
Commission’s comments. All page numbers refer to the Edgar version of the Amended Registration Statement.

 Prospectus Cover Page

 1. Please revise your prospectus cover page to state a definitive number of units you are offering.
You may provide your good faith estimate of the price per unit prior to effectiveness, which may be given as a price range. You may also increase

 February 9, 2010

 Page 2 of 2

the size of the offering after effectiveness by filing a new registration statement for an additional dollar amount of securities. This registration statement may become effective automatically
when filed if it meets the requirements of Rule 462(b). You may also adjust the size of your offering after effectiveness as permitted by instruction to paragraph (a) to Rule 430A. Please also see our Securities Act Rules C&DIs at
paragraphs 240.01, 640.04 and 604.05 for information about changes in the size of an offering. However, your prospectus should state a certain number of units to be offered at the time the registration statement is declared effective.

 The Company notes the Commission’s comment and advises the Commission that the cover page of the prospectus has been
revised to state a definitive number of units being offered based upon the Company’s good faith estimate of the offering price per unit.

 Legal Opinion

 2. Please also ensure that the legal opinion filed as Exhibit 5.1 correctly states the specific number of units that being offered, and as to which counsel is giving its opinion.

 The Company notes the Commission’s comment and has revised Exhibit 5.1 to state the specific number of units being offered, and has
refilled the revised Exhibit 5.1.

 Please be advised that the Amended Registration Statement has also been revised to note
that the Company effected a 10-to-1 reverse stock split on February 5, 2010.

 If you have any questions regarding the
Amended Registration Statement or the above, please do not hesitate to give me a call at (714) 427-7402.

 Very truly yours,

 Snell & Wilmer

 /s/ Mark R. Ziebell

 cc:  Larry G. Stambaugh

 Gregory Sichenzia, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        February 5, 2010  Mail Stop 4631  Mr. Larry G. Stambaugh Chief Executive Officer    Cryoport, Inc.  20382 Barents Sea Circle Lake Forest, California 92630
Re: Cryoport, Inc.  Amendment No. 4
To Registration Statement on Form S-1
 Filed on February 2, 2010  File No.: 333-162350

Dear Mr. Stambaugh:
  We have limited our review of your filing to  those issues we have addressed in our
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 comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information we may raise additional comments.
 Prospectus Cover Page

1. Please revise your prospectus cover page to state a definitive nu mber of units you are
offering.  You may provide your good faith es timate of the pri ce per unit prior to
effectiveness, which may be given as a price ra nge.  You may also increase the size of the
offering after effectiveness by filing a new re gistration statement for an additional dollar
amount of securities.  This registration statem ent may become effective automatically when
filed if it meets the requiremen ts of Rule 462(b).  You may al so adjust the size of your
offering after effectiveness as permitted by in struction to paragra ph (a) to Rule 430A.
Please also see our Securities Act Ru les C&DIs at paragraphs 240.01, 640.04 and 640.05
for information about changes in the size of an offering.  However, your prospectus should
state a certain number of units to be offered at  the time the registration statement is declared
effective.

Legal Opinion

Mr. Larry G. Stambaugh
Cryoport, Inc
February 5, 2010 Page 2 of 3
2. Please also ensure that the legal opinion filed as Exhibit 5.1 correctly states the specific
number of units that are being offered, and as to which counsel is giving its opinion.

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letter s greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.

Mr. Larry G. Stambaugh
Cryoport, Inc February 5, 2010 Page 3 of 3  We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.   If you have any questions, please contact Dorine Miller, Financial An alyst, at (202) 551-
3711, or the undersigned at (202) 551-3765.          S i n c e r e l y ,                                                                                        Pamela A. Long         A s s i s t a n t  D i r e c t o r     cc: Gregory Sichenzia, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway
 New York, New York, 10006
  Mark R. Ziebell, Esq.  Snell & Wilmer  600 Anton Blvd., Suite 1400  Costa Mesa, CA 92626

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        October 15, 2009  Mail Stop 4631  Mr. Larry G. Stambaugh Chief Executive Officer    Cryoport, Inc.  20382 Barents Sea Circle Lake Forest, California 92630
Re: Cryoport, Inc.  Registration Statement on Form S-1
 Filed on October 6, 2009
 File No.: 333-162350

Dear Mr. Stambaugh:
  We have limited our review of your filing to  those issues we have addressed in our
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 comments are
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. We note that on the facing page of the regi stration statement, you have checked the box
indicating that you plan to offe r some of the securities on a delayed basis under Rule 415.
Please advise, since you have only reflected the shares being offered in the firm
commitment underwritten offering in the regist ration statement fee table and prospectus.

Mr. Larry G. Stambaugh
Cryoport, Inc
October 15, 2009 Page 2 of 3
2. Please file the legal opinion required by Item 601( b) (5) (i) of Regulation S-K.  Note that
we may have comments on the opinion.
  Common Stock Purchase Option, page 57

3. We note your disclosure on page 57 that the common stock purchase option and its
underlying securities have been registered in the registration statement. However this is not reflected in the registration statement fee tabl e or elsewhere in the prospectus. In addition,
we note that you refer to an agreement to sell Rodman & Renshaw a warrant elsewhere in the prospectus.  We assume this is the same as the option you refer to  here.  Please advise
and reconcile inconsistent disc losures in your prospectus.

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letter s greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Larry G. Stambaugh
Cryoport, Inc October 15, 2009 Page 3 of 3
In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.   If you have any questions, please contact Erro l Sanderson, Financial Analyst, at (202) 551-
3746, or the undersigned at (202) 551-3765.          S i n c e r e l y ,

                                                                                    Pamela A. Long         A s s i s t a n t  D i r e c t o r     cc: Gregory Sichenzia, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway  New York, New York, 10006

CORRESP
1
filename1.htm

    cryoport_corr-011110.htm

      Snell
& Wilmer L.L.P.

      600 Anton
Boulevard

       Suite
1400

      Costa
Mesa, California 92626-7689

      TELEPHONE:
(714) 427-7000

      FACSIMILE:
(714) 427-7799

              Mark
      R. Ziebell

              714.427.7402

              mziebell@swlaw.com

              January
      12, 2010

    Via Federal
Express

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Washington,
D.C. 20549-7010

    Mail Stop
4631

    Attn.:
Pamela A. Long, Assistant Director

              RE:

              CryoPort,
      Inc.

              Registration
      Statement on Form S-1

              Filed
      on October 6, 2009

              File
      No.:  333-162350

    Dear Ms.
Long:

    On behalf of our client, CryoPort, Inc.
(the “Company”), we are responding to the comments of the Staff of the
Securities and Exchange Commission (the “Commission”) as set forth in your
letter dated October 15, 2009 to Larry G. Stambaugh, Chief Executive Officer of
the Company, with respect to the Company’s Registration Statement on Form S-1
(the “Registration Statement”) which was filed with the Commission on October 6,
2009.  We are enclosing Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-1 filed as of January 12, 2010 (the “Amended
Registration Statement”).  We are including with the hard copy of this
letter a pdf file marked to show changes from the Registration
Statement.  For your convenience, the Commission’s comments have been
repeated herein in bold, with the Company’s response immediately following each
of the Commission’s comments.  All page numbers refer to the Edgar
version of the Amended Registration Statement.

    General

    1.           We
note that on the facing page of the registration statement, you have checked the
box indicating that you plan to offer some of the securities on a delayed basis
under Rule 415.  Please advise, since you have only reflected the
shares being offered in the firm commitment underwritten offering in the
registration statement fee table and prospectus.

    The
Company notes the Commission’s comment and advises the Commission that the
securities that the Company plans to offer on a delayed basis under Rule 415 are
the shares of the Company’s common stock that are issuable upon exercise of the
warrants included in the units.  Please refer to the fourth line of
the “Calculation of Registration Fee” table for the Registration Statement,
wherein the Company had included 2,395,833 shares of common stock underlying the
warrants with a proposed maximum offering price of $12,650,000. Due to an
increase in the offering as part of the Amended Registration Statements, the
foregoing amounts have been updated in the table contained in the Amended
Registration Statement.

    2.           Please
file the legal opinion required by Item 601(b)(5)(i) of Regulation
S-K.  Note that we may have comments on the opinion.

    The Company notes the Commission’s
comment and advises that the legal opinion required by Item 601(b)(5)(i) of
Regulation S-K has been included as Exhibit 5.1 to the Amended Registration
Statement.

    January 12, 2010

    Page 2

    Common Stock Purchase
Option, page 57

    3.           We
note your disclosure on page 57 that the common stock purchase option and its
underlying securities have been registered in the registration
statement.  However, this is not reflected in the registration
statement fee table or elsewhere in the prospectus.  In addition, we
note that you refer to an agreement to sell Rodman & Renshaw a warrant
elsewhere in the prospectus.  We assume this is the same as the option
you refer to here.  Please advise and reconcile inconsistent
disclosures in your prospectus.

    The Company notes the Commission’s
comment and has revised its disclosure on page 66 of the Amended Registration
Statement (formerly page 57 of the Registration Statement) to recharacterize the
option as a warrant, consistent with the Company’s disclosures elsewhere in the
Amended Registration Statement and also to delete the statement that the warrant
and the shares of common stock underlying the warrant have been registered in
the registration statement.

    If you
have any questions regarding the Amended Registration Statement or the above,
please do not hesitate to give me a call at (714) 427-7402.

    Very
truly yours,

    Snell
& Wilmer

    /s/
Mark R.
Ziebell

    Mark
R. Ziebell

    cc:           Larry
G. Stambaugh

    Gregory Sichenzia, Esq.

CORRESP
1
filename1.htm

    cryoport_corr-082708.htm

    CRYOPORT,
INC.

    20382
Barents Sea Circle

    Lake
Forest, California 92630

    August
27, 2008

    VIA FACSIMILE (202-772-9369)
AND EDGAR

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

    Attention:  Dorine
H. Miller

    Re:          Cryoport,
Inc.

    Registration Statement on Form
S-1

    File
No. 333-152329

    Ladies
and Gentlemen:

    Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Cryoport, Inc. (the “Company”) respectfully requests that the effective date of
the registration statement referred to above be accelerated so that it will
become effective at 11.00 a.m., Eastern Time, Thursday, August 28, 2008, or as
soon thereafter as possible.

    We hereby
acknowledge the following:

              ·

              that
      should the Commission or the staff, acting pursuant to delegated
      authority, declare the filing effective, it does not foreclose the
      Commission from taking any action with respect to the
    filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

              ·

              the
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

    CRYOPORT, INC.

    By:  /s/ Peter
Berry

    Name: Peter Berry

    Title:  Chief Executive
Officer

CORRESP
1
filename1.htm

    cryoport_corresp-brilleman.htm

    SICHENZIA
ROSS FRIEDMAN FERENCE LLP

    61
BROADWAY, NEW YORK NY 10006

    TEL  212
930 9700   FAX  212 930
9725   WEB  WWW. SRFF.COM

    August
12, 2008

    BY
EDGAR AND

    FACSIMILE
TRANSMISSION 202-772-9369

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attention:   Brigitte
Lippmann, Esq.

          Mail Stop
7010

            Re:
            Cryoport,
      Inc.  (the “Company”)

            Registration
      Statement on Form S-1

            File No.
      333-152329 (the “Registration
Statement”)

    Dear Ms.
Miller:

    By letter
dated August 7, 2008, the staff of the Securities and Exchange Commission (the
“Staff”) issued a response letter to our letter dated July 30, 2008 regarding
comments on the Registration Statement that was filed on July 14,
2008.  Following are the Company’s responses to the Staff’s
comments.  For ease of reference, each response is preceded by the
Staff’s comment.

      Security Ownership of
Certain Beneficial Owners and Management,  page
38

              1.

              We
      note your response to comment 1 in our letter dated July 28, 2008, in
      which you state that the information in the Form 10-K speaks as of March
      31, 2008. However, under “Item 12. Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters,” in both
      the company’s Form 10-K and Form 10-K/A, the company states that “the
      following table sets forth information with respect to the beneficial
      ownership of the Company’s common stock as of June 27, 2008.
       Please
      advise.

    The
Company advises the Staff that the introductory paragraph to the principal
stockholder table in the Company’s Annual Report on Form 10-K/A contained a
typographical error in that the date of June 27, 2008 should have stated March
31, 2008.

              2.

              As
      previously requested in comment 1 in our letter dated July 28, 2008,
      please include in the table the security ownership of Bridge Pointe Master
      Fund, Enable Growth Partners, and any other 5% or greater
      shareholder without regard to any conversion caps. We would not object if
      you disclose the conversion cap information in the footnotes to the table.
      Please make similar revisions in the table under the Selling Stockholders
      section.

    The
Company has made revisions in accordance with the Staff’s
comment.  See pages 38 and 40 of the Registration
Statement.

    Please
contact the undersigned at 212-981-6766 with any questions or comments you may
have with respect to the foregoing.

            Very truly
      yours,

            /s/
      Louis A. Brilleman

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
      August 7, 2008

Mail Stop 7010

Via U.S. mail and facsimile

Mr. Peter Berry, Chief Executive Officer
CryoPort, Inc.
20382 Barents Sea Circle
Lake Forest, CA   92630

Re: CryoPort. Inc.
 Supplemental Letter date d July 30, 2008 relating to
   Registration Statement on Form S-1
 File No.:  333-152329
 Filed on:  July 14, 2008

Dear Mr. Berry:

 We have reviewed your supplemental lett er dated July 30, 2008 and we have the
following comments. Where indicated, we th ink 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

 Please understand that the purpose of our re view 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.

Security Ownership of Certain Beneficial Owners and Management, page 38

1. We note your response to comment 1 in our  letter dated July 28, 2008, in which
you state that the information in the Form 10-K speaks as of March 31, 2008.
However, under “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matt ers,” in both the company’s Form 10-
K and Form 10-K/A, the company states that “[t]he following table sets forth
information with respect to the benefi cial ownership of the Company’s common
stock as of
June 27, 2008 . . .”  Please advise.

2. As previously requested in comment 1 in our letter dated July 28, 2008, please include in the table the s ecurity ownership of BridgePointe Master Fund, Enable

Mr. Peter Berry
CryoPort, Inc.
August 7, 2008 Page 2
Growth Partners, and any other 5% or gr eater shareholder without regard to any
conversion caps.  We would not object if you disclose the conversion cap information in the footnotes to the table.   Please make similar revisions in the
table under the Selling Stockholders section.

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.

 Notwithstanding our comments, in the ev en the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mr. Peter Berry
CryoPort, Inc.
August 7, 2008 Page 3
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Dorine H. Miller, Fina ncial Analyst at (202) 551-3711 or, in her
absence, contact Brigitte Lippm ann, Attorney at (202) 551-3713.

      S i n c e r e l y ,

      Pamela A. Long
      A s s i s t a n t  D i r e c t o r

cc: Marc J. Ross, Esq.
 Sichenzia Ross Friedman Ference LLP
 61 Broadway
 New York, NY 10006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
      July 28, 2008
 Mail Stop 7010

Via U.S. mail and facsimile

Mr. Peter Berry, Chief Executive Officer CryoPort, Inc. 20382 Barents Sea Circle Lake Forest, CA   92630  Re: CryoPort. Inc.  Registration Statement on Form S-1
 File No.:  333-152329
Filed on:  July 14, 2008

Dear Mr. Berry:   We have limited our review of the above- captioned filing to those issues we have
addressed in our comments.  Where indicat ed, we think you should revise your document
in response to these comments.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.    Please understand that the purpose of our re view 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.

Security Ownership of Certain Beneficial Owners and Management, page 38

1. The information included in the security ow nership table on page 38 is dated as of
June 27, 2008.  However, the information in the table does no t reconcile with
security ownership disclosure that is in cluded in your Form 10-K, which is also
dated as of June 27, 2008.  For example, th e security ownership of BridgePointe
Master Fund and Enable Growth Partners has been omitted from this discussion in
the registration statement.  However, the disclosure is included in the Form 10-K.
Please reconcile and update the disclosu re.  In the column reflecting the
percentage of shares beneficially owned, please provide the percentage without regard to any conversion caps.

Mr. Peter Berry
CryoPort, Inc.
July 28, 2008 Page 2    Selling Stockholders, page 40

2. Please reconcile the 11,771,704 shares held  by BridgePointe Master Fund as
shown in the security ownership table on page 40 with the 5,215,496 shares held
by it as disclosed in the Form 10-K.

General

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosure they have made.

Notwithstanding our comments, in the even  the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Peter Berry
CryoPort, Inc. July 28, 2008 Page 3    We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Dorine H. Miller, Financ ial Analyst at (202) 551-3711 or, in her
absence, contact Brigitte Lippma nn, Attorney at (202) 551-3713.

Sincerely,

  Pamela A. Long
Assistant Director

cc: Marc J. Ross, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway  New York, NY 10006

CORRESP
1
filename1.htm

    cryoport_corresp-073008.htm

    SICHENZIA
ROSS FRIEDMAN FERENCE LLP

    61
BROADWAY, NEW YORK NY 10006

    TEL  212
930 9700   FAX  212 930
9725   WEB  WWW. SRFF.COM

    July 30,
2008

    BY
EDGAR AND

    FACSIMILE
TRANSMISSION 202-772-9369

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Attention:

              Dorine
      H. Miller

                Mail
      Stop 7010

              Re:

              Cryoport,
      Inc.  (the “Company”)

                Registration
      Statement on Form S-1

                File No. 333-152329 (the “Registration
      Statement”)

    Dear Ms.
Miller:

    By letter
dated January 14, 2008, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Registration Statement that was filed on July
14, 2008.  Following are the Company’s responses to the Staff’s
comments.  For ease of reference, each response is preceded by the
Staff’s comment.

      Security Ownership of
Certain Beneficial Owners and Management,  page
38

              1.

              The
      information included in the security ownership table on page 38 is dated
      as of June 27, 2008. However, the information in the table does not
      reconcile with security ownership disclosure that is included in your Form
      10-K, which is also dated as of June 27, 2008.  For example, the
      security ownership of BridgePointe Master Fund and Enable Growth Partners
      has been omitted from this discussion in the registration
      statement.  However, the disclosure is included in the Form
      10-K. Please reconcile and update the disclosure. In the column reflecting
      the percentage of shares beneficially owned, please provide the percentage
      without regard to any conversion
caps.

    The
Company advises the Staff that the information in the Company’s Annual Report on
Form 10-K (the “Form 10-K”) speaks as of March 31, 2008, as stated in the
introductory paragraph to the principal stockholder table.  Therefore,
there is no inconsistency between the Form 10-K and the Registration Statement,
as subsequent transaction have changed shareholdings (as explained in the
response to the next comment).  The financing documents that gave rise
to the beneficial ownership of Company stock by Master Fund (“BridgePointe”)
include restrictions on the number of shares that may be owned by these entities
that have been recognized for many years as effective caps on percentage
beneficial ownership.  See e.g. Global Intellicom,
Inc. v. Thomson
Kernaghan et. al., Fed. Sec. L. Rep. (CCH) ¶90,534 (U.S.D.Ct S.D.N.Y
1999).  As a result, no revisions are required to be made to the
Registration Statement in response to this comment.

    Selling  Stocksholders
, page 40

              2.

              Please
      reconcile the 11,771,704 shares held by BridgePointe Master Fund as shown
      in the security ownership table on page 40 with the 5,215,496 shares held
      by it as disclosed in the Form
10-K.

    As set
forth in the response to the previous comment, the Form 10-K speaks as of March
31, 2008.  The Company and BridgePoint have since engaged in
previously disclosed securities transactions that have changed BridgePointe’s
ownership of Company stock.  As a result, no revisions are required to
be made to the Registration Statement in response to this comment.

    The
Company is supplementally submitting to the Staff Annex A that sets forth
securities transactions involving BridgePoint since March 31, 2008.

    Please
contact the undersigned at 212-981-6766 with any questions or comments you may
have with respect to the foregoing.

    Very truly yours,

    /s/ Louis A. Brilleman

        2

    Annex
A

              CryoPort,
      Inc.

              Capitalization
      Table of Issued and Beneficial Shares

              BridgePointe
      Master Fund updated through June 30, 2008

              Shares
      Held

              Warrants

              Conv.
      Debt

              Combined

              (Per
      Transfer Agent Report)

              BridgePointe
      Master Fund Ltd.

              3/31/2008

            166,479

            3,151,259

            1,897,758

            5,215,496

              Sale
      of shares held

            (166,479
            )

            (166,479
            )

              Issue
      additional warrants for 4-30-08 amendment of October 2007 Convertible
      Debenture

              4/30/2008

            2,976,190

            2,976,190

              Issue
      additional warrants  for May 30, 2008 Convertible
      Debenture

              4/30/2008

            2,258,402

            2,258,402

              Additional
      Beneficial shares for Principal conversion of May 30, 2008 Convertible
      Debenture

              5/30/2008

            1,488,095

            1,488,095

              BridgePointe
      Master Fund Ltd.

              6/30/2008

            -

            8,385,851

            3,385,853

            11,771,704

              **
      Ownership of shares is limited to 4.9% per Covertible Debenture
      Agreements.

    3

CORRESP
1
filename1.htm

      Unassociated Document

    CRYOPORT,
      INC.

    20382
      Barents Sea Circle

    Lake
      Forest, California 92630

    January
      25, 2008

    VIA
      FACSIMILE (202-772-9369) AND EDGAR

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Attention:
      Brigitte Lippmann, Esq.

                Re:

                Cryoport,
                  Inc.

                Registration
                  Statement on Form SB-2

                File
                  No. 333-147300

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended (the “Act”), Cryoport, Inc. (the “Company”) respectfully
      requests that the effective date of the registration statement referred to
      above
      be accelerated so that it will become effective at 4.00 p.m., Eastern Time,
      today, Friday,
      January
      25, 2008, or as soon thereafter as possible.

    We
      hereby
      acknowledge the following:

          ·

            that
              should the Commission or the staff, acting pursuant to delegated
              authority, declare the filing effective, it does not foreclose the
              Commission from taking any action with respect to the
              filing;

          ·

            the
              action of the Commission or the staff, acting pursuant to delegated
              authority, in declaring the filing effective, does not relieve the
              Company
              from its full responsibility for the adequacy and accuracy of the
              disclosure in the filing; and

          ·

            the
              Company may not assert staff comments and the declaration of effectiveness
              as a defense in any proceeding initiated by the Commission or any person
              under the federal securities laws of the United States.

                CRYOPORT,
                  INC.

                By:

                /s/
                  Peter Berry

                Name:
                  Peter Berry

                Title:
                  Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
January 14, 2008

Peter Berry
Chief Executive Officer CryoPort, Inc. 20382 Barents Sea Circle  Lake Forest, CA 92630

Re: CryoPort, Inc.  Amendment No. 1 to Registration Statement on Form SB-2
Filed December 20, 2007 File No. 333-147300

Dear Mr. Berry:

We have limited our review of your filing to those issues we have addressed in our
comments.    General

 1. We note your response to comment 9 in our letter dated December 9, 2007.  Please disclose whether any of the selling shareholders have an existing
 short position in the
company’s common stock and, if any of the selling shareholders have any existing short position in the company’s stock, the following additional information:
o the date on which each such selling shareholder entered into that short position; and
o the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the convertible note transaction and the filing of the registration statement (e.g., before or after the announcement of the convertible note
transaction, before the filing or after the filing of the registration statement, etc.).
 Exhibit 5.1 – Legal Opinion

 2. As previously requested, please delete the language “under the laws of the State of Nevada” in the penultimate paragraph since it implies that the shares will only be fully paid and non-assessable in Nevada.

Peter Berry
CryoPort, Inc. January 14, 2008 Page 2    As appropriate, please amend your registration statement in response to these comments. Please contact Brigitte Lippmann at (202) 551- 3713 or me at (202) 551-3760 if you have any
questions.

     S i n c e r e l y ,          Pamela Long
        A s s i s t a n t  D i r e c t o r    cc: Louis A. Brilleman, Esq.  Sichenzia Ross Friedman Ference LLP  61 Broadway  New York, NY 10006

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
December 3, 2007

Peter Berry
Chief Executive Officer CryoPort, Inc. 20382 Barents Sea Circle  Lake Forest, CA 92630

Re: CryoPort, Inc.  Registration Statement on Form SB-2
Filed November 9, 2007 File No. 333-147300

Dear Mr. Berry:

We have limited our review of your filing to those issues we have addressed in our
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.  General

 1. Because of the nature and size of the transaction being registered, it appears that the transaction is not eligible to be made on a shelf basis under Rule 415(a)(1)(i) and instead appears to represent a primary offering which must be made at a fixed price. We note your disclosure on page 2 that the number of shares offered represents 36% of the total shares outstanding, but this percentage is not based on the number of shares held by non-affiliates.  If you wish to continue with the registration of the shares for the affiliates, please identify these selling shareholders as underwriters and include a fixed price at which these selling shareholders will sell the securities or reduce the size of the offering.

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 2   2. Please disclose the total dollar value of the securities underlying the convertible notes that you have registered for resale (using the number of underlying securities that you have registered for resale and the market price per share for those securities on the date of the sale of the convertible notes).
 3. Please provide tabular disclosure regarding payments to the investors and affiliates, including  the dollar amount of each payment (including the value of any payments to be made in common stock) in connection with the transactions that you have made or may be required to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments).  Please provide footnote disclosure of the terms of each such payment.  Please do not include any repayment of principal on the convertible notes in this disclosure.

Further, please disclose the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to the selling shareholders and any of their affiliates in the first year following the sale of convertible notes.

4. Please provide tabular disclosure regarding potential profits to the selling shareholders
upon conversion of the notes, including:

• the total possible profit the selling shareholders could realize as a result of the conversion discount for the securities underlying the convertible notes, presented in a table with the following information disclosed separately:
o the market price per share of the securities underlying the convertible notes on the date of the sale of the convertible notes;
o the conversion price per share of the underlying securities on the date of the sale of the convertible notes, calculated as follows:
ƒ if the conversion price per share is set at a fixed price, use the price per share established in the convertible notes; and
ƒ if the conversion price per share is not set at a fixed price and, instead, is set at a floating rate in relationship to the market price of the underlying security, use the conversion discount rate and the market rate per share on the date of the sale of the convertible notes and determine the conversion price per share as of that date;
• the total possible shares underlying the convertible notes (assuming no interest payments and complete conversion throughout the term of the notes);
• the combined market price of the total number of shares underlying the convertible notes, calculated by using the market price per share on the date of the sale of the convertible notes and the total possible shares underlying the convertible notes;

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 3
• the total possible shares the selling shareholders may receive and the combined conversion price of the total number of shares underlying the convertible notes calculated by using the conversion price on the date of the sale of the convertible notes and the total possible number of shares the selling shareholder may receive; and
• the total possible discount to the market price as of the date of the sale of the convertible notes, calculated by subtracting the total conversion price on the date of the sale of the convertible notes from the combined market price of the total number of shares underlying the convertible notes on that date.
 Since the conversion price per share is fixed unless and until the market price falls below a stated price, at which point the conversion pr ice per share drops to a lower price, please
provide additional tabular disclosure.

5. Please provide tabular disclosure, similar to the comment immediately above, regarding
potential profits to the selling shareholders to be received as a result of any conversion discounts for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders.
 6. Please provide tabular disclosure comparing issuer proceeds to potential investor profit, including each of the following items:

• the gross proceeds paid or payable to the issuer in the convertible notes transaction;
• all payments that have been made or that may be required to be made by the issuer that are disclosed in response to Comment 3;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to be realized as a result of any conversion discounts regarding the securities underlying the convertible notes and any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to Comment 4 and Comment 5.

Further, please provide disclosure – as a percentage – of the total amount of all possible payments as disclosed in response to Comment 3 and the total possible discount to the market price of the shares underlying the convertible notes as disclosed in response to Comment 4 divided by the net proceeds to the issuer from the sale of the convertible notes, as well as the amount of that resulting percentage averaged over the term of the convertible notes.
 7. Please provide tabular disclosure of all prior securities transactions between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 4
shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with the table including the following information disclosed separately for each transaction:

• the date of the transaction;
•  the number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction;
• the number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction and held by persons other than the selling shareholders, affiliates of the company, or affiliates of the selling shareholders;
• the number of shares of the class of securities subject to the transaction that were issued or issuable in connection with the transaction;
• the percentage of total issued and outstanding securities that were issued or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of shares issued and outstanding prior to the applicable transaction and held by persons other than the selling shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or issuable in connection with the applicable transaction;
• the market price per share of the class of securities subject to the transaction immediately prior to the transaction (reverse split adjusted, if necessary); and
• the current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).
 8. Please provide tabular disclosure comparing the number of shares being registered to the number of outstanding shares as follows:

• the number of shares outstanding prior to the convertible notes transaction that are held by persons other than the selling shareholders, affiliates of the company, and affiliates of the selling shareholders;
• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for resale by the selling shareholders or affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been sold in registered resale transactions by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered for resale on behalf of the selling shareholders or affiliates of the selling shareholders in the current transaction.
 In this analysis, the calculation of the number of outstanding shares should not include any securities underlying any outstanding convertible securities, options, or warrants.

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 5    9. Please provide the following information regarding the company’s intention and ability to make note payments and the presence or absence of short selling by the selling shareholders:

• whether the issuer has the intention, and a reasonable basis to believe that it will have the financial ability, to make all payments on the overlying securities; and
• whether – based on information obtained from the selling shareholders – any of the selling shareholders have an existing short position in the company’s common stock and, if any of the selling shareholders have any existing short position in the company’s stock, the following additional information:
o the date on which each such selling shareholder entered into that short position; and
o the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the convertible note transaction and the filing of the registration statement (e.g., before or after the announcement of the convertible note
transaction, before the filing or after the filing of the registration statement, etc.).
 10. Please provide the following information about any relationships between the company and the selling shareholders:

• a materially complete description of the relationships and arrangements that have existed in the past three years or are to be performed in the future between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons) – the information provided should include, in reasonable detail, a complete description of the rights and obligations of the parties in connection with the sale of the convertible notes; and
• copies of all agreements between the issuer (or any of its predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons) in connection with the sale of the convertible notes.

If it is your view that such a description of the relationships and arrangements between and among those parties already is presented in the prospectus and that all agreements between and/or among those parties are included as exhibits to the registration statement, please provide us with confirmation of your view in this regard.

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 6   Prospectus Summary, page 1

 General, page 1

 11. Please disclose in this section that you ha ve received a going concern opinion from your
auditors.
 Recent Financing, page 1

 12. Please describe the terms of the warrants which you issued to Joseph Stevens & Company, Inc. and its affiliates.  Also explain how you calculated the amount of shares you are registering that are issuable upon conversion of the debentures.
 Selling Stockholders, page 38

 13. With respect to GunnAllen Financial, please disclose the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that stockholder.
 14. Please tell us whether any of selling stockholders, other than the persons affiliated with Joseph Stevens & Company, Inc., are broker-dealers or affiliates of a broker-dealer.  If a selling stockholder is a broker-dealer, the prospectus should state that the seller is an underwriter.  If a selling stockholder is an affiliate of a broker-dealer, provide the following representations in the prospectus: (1) the seller purchased in the ordinary course of business, and (2) at the time of the purchase of the securities to be resold, the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.  If you cannot provide these representations, state that the seller is an underwriter.
 Exhibit 5.1 – Legal Opinion

 15. In the penultimate paragraph, please delete the language “under the laws of the State of Delaware,” since it implies that the shares will only be fully paid and non-assessable in Delaware.  If counsel qualifies its opinion as to jurisdiction, counsel must opine on the  legality of the securities under the laws of Nevada, where the company is incorporated.
  As appropriate, please amend your registration statement in response to these comments.   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.

Peter Berry
CryoPort, Inc.
December 3, 2007 Page 7
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the

CORRESP
1
filename1.htm

    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

    February
      13, 2006

    Jeffrey
      Riedler

    Assistant
      Director

    Division
      of Corporate Finance

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              CryoPort,
                Inc.
                Form
                  10-SB, Amendment 2

                Filed
                  January 26, 2006

                File
                  No. 0-51578

    Dear
      Mr.
      Riedler,

    In
      response to your comment letter dated February 9, 2006, I have been requested
      by
      Peter Berry, Chief Executive Officer and President of Cryoport, Inc. (the
“Company”), to respond on behalf of the Company to the SEC comments regarding
      the Company’s Form 10-SB, Amendment 2 filing. It is CryoPort’s intent to file an
      Amended Form 10-SB/A3 concurrently with the submission of this letter. To that
      end, I have provided individual responses to the comments below. Concurrently
      the Company will make the electronic filing of Form 10-SB/A3. The Company
      responses are in bold type following the restatements of the SEC
      comments/questions as follows:

    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.

        -1-

    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 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.

    Mr.
      Panella has been an independent investor of Cryoport, Inc. since October 2001.
      As stated in the Company’s 10-SB/A2 filing: “In March 2005, the Company entered
      into a Share Exchange Agreement with CryoPort Systems, Inc., a California
      corporation, and its stockholders, pursuant to which the Company acquired all
      of
      the issued and outstanding shares of CryoPort Systems, Inc. in exchange for
      24,108,105 shares of the Company’s common stock.” It was at this time that
      CryoPort, Inc. enlisted the services of First Capital Investors, Inc. on a
      fee
      for service basis, at the recommendation of Mr. Panella as Cryoport’s Investor
      Relations firm to facilitate the transition to a publicly traded company and
      keep the Company’s investors informed of the steps required for conversion of
      the shareholders former CryoPort Systems, Inc. certificates to CryoPort, Inc
      certificates. Up to the time of receipt of your recent letter, the Company
      was
      not aware of any business relationship between Mr. Panella and First Capital
      Investors. Our subsequent inquiries on this matter with Mr. Panella revealed
      that he has no current or recent business dealings with First Capital Investors,
      Inc. To further, evidence this, the most recent of the Gateway press releases
      referencing Mr. Panella as a contact dates back to September 2004 and prior.
      Mr.
      Panella’s relationship with CryoPort, Inc. is as an independent shareholder and
      he is not involved in the management of Cryoport, Inc.

    Per
      your letter and to further expand the Company’s disclosure in compliance with
      Item 404(a)(3), the Company has revised the following statement in the Form
      10-SB/A3 on page F-19, Note 9 - Common Stock:

    “In
      connection with the Share Exchange Agreement with CryoPort Systems, Inc. in
      March 2005 (see Note 1), the Company issued 1,000,000 shares to Mr. Dante
      Panella, a majority stockholder in exchange for Mr. Panella’s surrender of
      1,354,891 shares of Cryoport Systems’ common stock.”

    Additionally,
      the Company has included the following additional information in the Form
      10-SB/A3 on page 48, Item 7 - Related Parties:

    “In
      connection with the Share Exchange Agreement with CryoPort Systems, Inc. in
      March 2005 (see Note 1), the Company issued 1,000,000 shares to Mr. Dante
      Panella, a majority stockholder in exchange for Mr. Panella’s surrender of
      1,354,891 shares of Cryoport Systems’ common stock. At the time of the Share
      Exchange agreement, Mr. Panella held the position of President, CEO of GT-5
      Limited. Pursuant to the Share Exchange Agreement, the Company’s then directors
      and officers resigned, and the directors and officers of CryoPort Systems,
      Inc.
      were elected to fill the vacancies created by such resignations. The company’s
      name was then changed to Cryoport, Inc. Since the time of the Share Exchange
      Agreement, Mr. Panella has not been involved in the management of Cryoport,
      Inc.

        -2-

    During
      2004, in connection with a private placement offering, Mr. Panella purchased
      a
      total of 1,217,225 shares of CryoPort Systems, Inc. common stock for $0.04
      per
      share with total proceeds of $48,689 received by the Company as follows: 250,000
      shares purchased on July 23, 2005, 342,225 shares purchased on October 20,
      2005,
      and 625,000 shares purchased on November 15, 2005.”

    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 dependents” 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.

    In
      response to comment 2 and to further comply with Item
      601(b)(10)(i)(B), the
      Company has included the CryoPort Systems Ltda. agreement as Exhibit 10.1.8
      to
      the Form 10-SB/A3 and has included the agreement’s material terms in the Form
      10-SB/A3 on page 15 as follows:

    “The
      Company’s current effective agreement with CryoPort Systems, Ltda. is an
      exclusive, ten year agreement, expiring on August 9, 2011, which provides a
      17%
      commission payable for all sales in the countries of South American (see Exhibit
      10.1.8).”

        -3-

    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.

    In
      response to comment 3, the Company has included the following statement in
      the
      Form 10-SB/A3 on page 30:

    “Although
      the Company has received and fulfilled purchase orders from these vaccine
      manufacturers, the Company does not currently have any pending purchase orders
      from Cancervax, Cell Genesys or Argos Therapeutics.”

    Should
      you wish to discuss our responses, please contact me immediately.

    Sincerely,

    /s/
      Gary
      Curtis Cannon

    Gary
      Curtis Cannon

    Attorney
      at Law

    GCC/dc

            Cc:

              CryoPort,
                Inc.

                Corbin
                  & Company, LLP

                File

        -4-

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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
??

??

??

??

Mr. Peter Berry
CryoPort, Inc.
February 9, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      Unassociated Document

    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

    January
      24, 2006

    Jeffrey
      Riedler

    Assistant
      Director

    Division
      of Corporate Finance

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

            Re:

              CryoPort,
                Inc.

    Form
      10-SB, Amendment 1

    Filed
      December 19, 2005

    File
      No.
      0-51578

    Dear
      Mr.
      Riedler,

    In
      response to your comment letter dated January 9, 2006, I have been requested
      by
      Peter Berry, Chief Executive Officer and President of Cryoport, Inc. (the
“Company”), to respond on behalf of the Company to the SEC comments regarding
      the Company’s Form 10-SB/A1 filing. It is CryoPort’s intent to file an Amended
      Form 10-SB/A2 concurrently with the submission of this letter. To that end,
      I
      have provided individual responses to the comments below. Concurrently the
      Company will make the electronic filing of Form 10-SB/A2. The Company responses
      are in bold type following the restatements of the SEC comments/questions as
      follows:

    FORM
      10-SB

    Overview,
      page 4

          1.

            We
              note the revisions pursuant to comment 4, and we reissue the comment
              in
              part. Please discuss the development status of your disposable shippers.
              Discuss the steps you have taken toward developing these products,
              and
              discuss the steps you will need to take to bring the products to
              market.

    The
      Company has inserted the following additional discussion to the
Overview
      section on Pages 4 & 5:

    “The
      proposed disposable products are planned to share many of the characteristics
      and basic design details of the currently available reusable products. The
      expected shared characteristics include general geometry and shape, similar
      liquid capacities and similar thermal performance characteristics. As a result,
      much of the market experience gained from the sale of these products is directly
      relevant to the usage characteristics of the proposed disposable products.
      There
      are two general sizes planned. A larger size of approximately 5 liters capacity,
      based on a product that has been produced for 4 years, is planned for shipping
      larger quantities of material and / or for use when longer holding times are
      required. A smaller size of approximately 1 liter capacity is planned for unit
      dose shipments, or small quantity shipments, that are direct to the end user
      and
      thus require shorter holding times. Because the shipment quantity is fairly
      small, a shorter holding time capability does not admit an unacceptable
      financial risk of product loss. The basis of the migration from reusable status
      to disposable status is primarily one of cost; disposability requires a
      generally lower cost product. Lower cost is achieved from higher production
      quantities, from lower cost materials and from automated manufacturing methods.
      The currently ongoing development related to these items is principally focused
      on material properties, particularly those properties related to the low
      temperature requirement and the vacuum retention characteristics; i.e.,
      permeability of the materials. Several different metallic and polymeric
      materials have been subjected to testing to this point. One non-traditional
      material has been qualified and is available for production subject to the
      demand for higher production quantities that will justify the capital
      investment. Other materials are currently being evaluated for long term vacuum
      retention characteristics by analyzing permeation properties. These are long
      term tests that are being conducted by a commercial, well known laboratory.
      Further on steps that are required to successfully market the products to a
      broad spectrum of potential customers are largely related to a perceived need
      to
      customize the product characteristics to specific customer’s requirements. This
      can only be accomplished once the potential customer is identified and
      preliminary discussions are begun relative to the specific needs of that
      customer. Items potentially involved at this stage include the required holding
      time, the required product capacity, and the impacts of the distribution
      environment from in plant packing to end use unpacking. We believe that each
      potential customer may have a specific set of needs that can be satisfied from
      a
      catalog like listing of the generic characteristics of the planned products.
      Other advances additional to the development work on the cryogenic container
      include both an improved liquid nitrogen retention system and a secondary
      protective packaging system. This secondary system has a low cost that lends
      itself to disposal. Further, it adds an additional liquid nitrogen retention
      capability to further assure compliance with IATA and ICAO regulations that
      prohibit egress of liquid nitrogen from the shipping
      package.”

    Development
      of International Programs and Markets, Page 10

          2.

            We
              reissue comment 10 in part. Please disclose whether the 10-day hold
              time
              referenced in this section is a static hold time or a functional hold
              time.

    In
      order to further clarify the specification of static hold time in comparison
      to
      the functional hold time of the Company’s shippers the following has been
      inserted in the section Development
      of International Programs and Markets
      now located on page 11:

    “The
      maximum guaranteed temperature hold time of our 5 liter shipper is 16 days
      which
      is quoted under perfect and ideal conditions when in a "static” (i.e.
      stationary) condition only. The functional (in shipping use) hold time of this
      same 5 liter shipper is 10 days. Functional hold times are intended to be an
      indication only of how many days a shipper can be expected
      to hold its temperature when subjected to normal shipping
      usage.”

        -2-

    Sales
      and Marketing, Page 14

          3.

            We
              note your response to comment 11, and we reissue the comment. Please
              identify in your filing your South American sales agent, and state
              the
              amount of revenues this agent accounted for. We note filing as an exhibit
              the agreement with this agent would “create difficulties.” Please note
              that if the agreement falls under Item 601(b)(10) of Regulation S-B,
              it
              must be filed regardless of your preference to keep it confidential.
              Therefore, please either file the agreement as an exhibit or provide
              us
              with an analysis as to why this agreement is not required to be filed
              under Item 601(b)(10) of Regulation S-B. Please note that if you file
              it,
              you may request confidential treatment for the immaterial sensitive
              terms
              by following the procedure outlined in Rule 24b-2 of the Exchange Act
              and
              Staff Legal Bulletin 1, which can be found at .

    The
      Company has inserted the following sentence in the Sales
      and Marketing
      section now found on page 15:

    “The
      Company’s South American agent is CryoPort Systems Ltda. in Sao Paulo, Brazil
      and all South American revenues reported have been generated by this agent
      in
      the Brazilian market.”

    Management
      would prefer not to file the agreement as an exhibit for the following
      reasons:

          §

            It
              is a straightforward sales agent agreement that has been in existence
              for
              more than 3 years and pre-dates current management.

          §

            The
              agreement is “too generous” as negotiated by previous management with
              respect to the following:

    -
      The term of the agreement is 10 years.

    -
      The agreement is exclusive.

    -
      The territory is too vast and unrealistic - (all of South
      America).

    -
      The agreement offers a 17% commission to the agent.

    -
      The agreement has no performance metrics in place.

          §

            Management
              does not intend to duplicate these terms in any future agreements and
              intends to renegotiate this agreement at the earliest
              opportunity.

    Current
      management has and is only establishing and negotiating shorter term,
      non-exclusive agreements with performance metrics and lower levels of agent
      commissions in more limited territories. Management believes that filing this
      agreement could create difficulties with other current and future selling agent
      agreements.

        -3-

    Manufacturing,
      page 18

          4.

            We
              note that in response to comment 15, you state, “It is believed that any
              of the currently used manufacturers could be replaced within a short
              period of time…” This statement appears to contradict a sentence in the
              previous paragraph that reads, “For some components, however, there are
              relatively few alternative sources of supply and the establishment
              of
              additional or replacement suppliers may not be accomplished quickly.”
              Please reconcile. It appears you should identify the suppliers that
              would
              be difficult to replace.

    In
      order to clarify its position for replacement of supply sources, the Company
      has
      modified the discussion in the Manufacturing
      section now located on page 19 as follows:

    “For
      some components, however, there are relatively few alternate sources of supply
      and the establishment of additional or replacement suppliers may not be
      accomplished immediately, however, the Company has identified alternate
      qualified suppliers which the Company believes could replace existing suppliers.
      Should this occur, the Company believes the maximum disruption of production
      could be a short period of time, on the order of approximately four to six
      weeks. The Company anticipates that this will initially be the case with the
      outer shell the Company is developing for its disposable
      shipper.”

    Item
      2. Management’s Discussion and Analysis or Plan of Operations, page
      28

    Liquidity
      of Capital Resources, page 28

          5.

            We
              note your response to comment 26 and reissue the comment. Please be
              aware
              that you are required to disclose all information that is material
              to
              investors, regardless of any commercial harm disclosure might
              cause.

          ·

            Please
              identify the vaccine manufacturers that are using your product in clinical
              trials, and identify the “two large, and well established manufacturing
              companies” with whom you are currently
              negotiating.

          ·

            Please
              file all agreements you have entered into with the above parties and
              discuss the agreements’ material terms in your filing. If you do not
              believe the agreements and their terms are not material to investors,
              please explain to us why not.

          ·

            We
              note that in a May 11, 2005 press release, you stated Cell Genesys
              purchased over 100 of your “reusable lightweight shippers with a projected
              need over the coming months for several hundred more.” Subsequently, in a
              July 27, 2005 press release, you refer to a customer that purchased
              100
              reusable shippers and was scheduled to purchase an additional 400 units
              through April 2006. This press release described this relationship
              as
              “exciting… as we believe this customer has a number of products in their
              pipeline that will be able to benefit by using CryoPort shippers in
              the
              future.” Please disclose this relationship in your filing. It would appear
              to affect your disclosure under items 101, 303, and 601 of Regulation
              S-B.
              Also, tell us whether Cell Genesys is one of the parties referenced
              in the
              first bullet point above.

        -4-

    The
      vaccine manufacturers that have purchased the Company’s products are Cancervax,
      Cell Genesys and Argos Therapeutics. All sales are made on purchase order basis
      only and the Company has no pending purchase orders with these vaccine
      manufacturers at this time.

    Since
      negotiations are still underway with two large potential manufacturing partners
      management believes that nothing will be served by disclosing the names of
      these
      companies to any potential investor since nothing has yet been agreed and since
      both companies are well known disclosing their names could in fact have a
“misleading” effect on any potential investors evaluation of the
      Company.

    No
      agreements have been entered into with any of the above referenced companies
      other than confidentiality and non-disclosure agreements.

    Cell
      Genesys is one of the parties referred to in bullet point one and is the party
      referred to in the July 2005 press release. Subsequent to the May 11, 2005
      press
      release, Cell Genesys requested that the Company refrain from using their name
      in any future press release without their explicit permission in order to
      protect their confidentiality. In compliance with the customer’s request, the
      Company is not using the customer’s name in the Form

    10-SB/A2.
      At the time of the July 2005 release, the Company did not have permission from
      Cell Genesys to use their name in the release and therefore did not specify
      the
      customer’s name.

    Critical
      Accounting Policies, page 32

              6.

              Regarding
                prior comment thirty on Section V. of Financial Reporting Release
                72,
                please tell us how, for each of your critical accounting estimates
                or
                assumptions, you have discussed the following or revise your disclosure
                to
                discuss the following:

          ·

            how
              accurate the estimate/assumption has been in the
              past;

          ·

            how
              much the estimate/assumption has changed in the
              past;

          ·

            specific
              sensitivity of the estimate/assumption to change, based on other outcomes
              that are reasonably likely to occur and would have a material effect;
              and

          ·

            quantitative
              information about the estimate/assumption, when it is reasonably available
              and will provide material

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

								January 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 1
		Filed December 19, 2005
		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

Overview, page 4

1. We note the revisions pursuant to comment 4, and we reissue the
comment in part.  Please discuss the development status of your
disposable shippers.  Discuss the steps you have taken toward
developing these products, and discuss the steps you will need to
take
to bring the products to market.

Development of International Programs and Markets, page 10

2. We reissue comment 10 in part.  Please disclose whether the 10-
day
hold time referenced in this section is a static hold time or a
functional hold time.

Sales and Marketing, page 14

3. We note your response to comment 11, and we reissue the
comment.
Please identify in your filing your South American sales agent,
and
state the amount of revenues this agent accounted for.  We note
filing
as an exhibit the agreement with this agent would "create
difficulties."  Please note that if the agreement falls under Item
601(b)(10) of Regulation S-B, it must be filed regardless of your
preference to keep it confidential.  Therefore, please either file
the
agreement as an exhibit or provide us with an analysis as to why
this
agreement is not required to be filed under Item 601(b)(10) of
Regulation S-B.  Please note that if you file it, you may request
confidential treatment for the immaterial sensitive terms by
following
the procedure outlined in Rule 24b-2 of the Exchange Act and Staff
Legal Bulleting 1, which can be found at www.sec.gov.

Manufacturing, page 18

4. We note that in response to comment 15, you state, "It is
believed
that any of the currently used manufacturers could be replaced
within
a short period of time . . . ."  This statement appears to
contradict
a sentence in the previous paragraph that reads, "For some
components,
however, there are relatively few alternative sources of supply
and
the establishment of additional or replacement suppliers may not
be
accomplished quickly."  Please reconcile.  It appears you should
identify the suppliers that would be difficult to replace.

Item 2.  Management`s Discussion and Analysis or Plan of
Operation,
page 28

Liquidity and Capital Resources, page 28

5. We note your response to comment 26 and reissue the comment.
Please be aware that you are required to disclose all information
that
is material to investors, regardless of any commercial harm
disclosure
might cause.

* Please identify the vaccine manufacturers that are using your
product in clinical trials, and identify the "two large, and well
established manufacturing companies" with whom you are currently
negotiating.
* Please file all agreements you have entered into with the above
parties and discuss the agreements` material terms in your filing.
If
you do not believe the agreements and their terms are material to
investors, please explain to us why not.
* We note that in a May 11, 2005 press release, you stated Cell
Genesys purchased 100 of your "reusable lightweight shippers with
a
projected need over the coming months for several hundred more."
Subsequently, in a July 27, 2005 press release, you refer to a
customer that purchased 100 reusable shippers and was scheduled to
purchase an additional 400 units through April 2006.  This press
release described this relationship as "exciting . . . as we
believe
this customer has a number of products in their pipeline that will
be
able to benefit by using CryoPort shippers in the future."  Please
disclose this relationship in your filing.  It would appear to
affect
your disclosure under Items 101, 303, and 601 of Regulation S-B.
Also, tell us whether Cell Genesys is one of the parties
referenced in
the first bullet point above.

Critical Accounting Policies, page 32

6. Regarding prior comment thirty on Section V. of Financial
Reporting
Release 72, please tell us how, for each of your critical
accounting
estimates or assumptions, you have discussed the following or
revise
your disclosure to discuss the following:

* how accurate the estimate/assumption has been in the past;
* how much the estimate/assumption has changed in the past;
* specific sensitivity of the estimate/assumption to change, based
on
other outcomes that are reasonably likely to occur and would have
a
material effect; and
* quantitative information about the estimate/assumption, when it
is
reasonably available and will provide material information for
investors.

Part F/S - Financial Statements, page F-1

Audited Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-6

7. Please disclose the following about all equity instruments
issued
prior to your shares being traded on the pink sheets or all equity
instruments during any period where your estimates of the fair
value
of your common stock differed materially from the prices reported
on
the pink sheets:

* the nature and date of the issuance;
* the number of shares issued or issuable upon exercise of the
instrument;
* the per share amount paid or exercise price;
* your estimate of the fair value of any common stock issuable
upon
exercise;
* the nature of your relationship with the recipient;
* the amount of any compensation or interest expense;
* the nature and terms of any concurrent transactions; and
* the significant factors contributing to the changes in your
estimate
of fair value and to material differences between your estimate
and
any prices reported on the pink sheets.

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

8. As it is unclear from your disclosures and your response to our
prior comment 38, please revise your disclosures to describe the
process for and the significant assumptions used in estimating the
fair value of your common stock in each of the situations listed
in
that comment.  In addition, as was requested in that comment,
please
tell us how you considered the value implied by any sales of your
stock to unrelated third parties.

Furthermore, once your stock began trading on the pink sheets,
please
further justify to us how the trading price was not representative
of
the fair value of your common stock.  In so doing, please clarify
the
extent to which your estimates of fair value differ from the
trading
price and to which you have different classes of stock.

Finally, please tell us the specific provisions within GAAP that
support the estimates you made when your stock was trading on the
pink
sheets and address how those estimates are consistent with:
paragraph
10(a) of APB 25, paragraph 395 of SFAS 123, and paragraphs 47 and
48
of SFAS 128.  In so doing, please tell us whether you should have
and
if you considered paragraph 3(a) of SFAS 115, which appears to
suggest
that the fair value of your stock was readily determinable when
prices
are available in the over-the-counter market and public reported
by
the National Quotation Bureau, which appear to have subsequently
become the pink sheets.

Interim Financial Statements, page F-24

9. Please update your financial statements through September 30,
2005,
pursuant to Part F/S of Form 10-SB and Item 310(g) of Regulation
S-B.

*	*	*

	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
??

??

??

??

Mr. Peter Berry
CryoPort, Inc.
January 9, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

      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

      December
        9, 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,

      As
        General Counsel for CryoPort, Inc. (CryoPort), I have been requested by Peter
        Berry CryoPort’ s Chief Executive Officer to respond on behalf of the Company to
        the SEC comments letter of November 16, 2005 regarding CryoPort’s Form 10-SB
        filing. It is CryoPort’s intent to file an Amended Form 10-SB once we have had a
        review and acceptance of the Company’s responses. To that end, I have provided
        individual responses to the comments below. They should be read in conjunction
        not only with the comments letter, but the initial Form 10-SB filing and
        the
        Form 10-SB/A draft enclosed with this letter. Once the SEC is satisfied with
        the
        proposed changes and or the responses, the Company will make the electronic
        filing. The responses are as follows:

      Comment
        1:

      It
        is the
        intent of CryoPort to complete the Registration before the 60 days.

      Comment
        2:

      The
        following information per SB Regulation 101 (b)(11) has been added as a final
        paragraph in the “Manufacturing” section on page 19: “The Company’s
        manufacturing process uses non- hazardous cleaning solutions which are provided
        and disposed of by an EPA approved supplier. EPA compliance costs for the
        Company are therefore negligible.” (See Draft Form 10-SB/A).

        The
          following information per SB Regulation 101(b)(12) has been added in paragraph
          4
          under the “Overview” section on page 4: “The Company currently occupies
          approximately 8,000

      Jeffrey
        Riedler, Assistant Director

      United
        States Security and Exchange Commission

      December
        9, 2005

      Page
        2

      square
        feet of manufacturing and office space in Brea, California and have five
        full-time employees
        and three full-time and eight part-time consultants.” (See Draft Form
        10-SB/A).

      Comment
        3: In response to SEC comment #3, CryoPort has added additional information
        to
        the first paragraph in the “Overview” section on page 4, to make a more
        straightforward explanation of what a dry cryogenic shipper is. (See Draft
        Form
        10-SB/A).

      Comment
        4: In response to comment #4, the Company has added additional information
        in
        paragraph 2 in the “Overview” section on page 4 to further explain the
        differences of reusable and disposable shippers and the current development
        status of the disposable shippers. (See Draft Form 10-SB/A).

      Comment
        5: In response to comment #5, the Company has inserted as the last paragraph
        in
        the “Overview” section on page 4, the following: “As reported in the Report of
        Independent Registered Public Accountant on the Company’s March 31, 2005 and
        2004 financial statements, the Company has incurred recurring losses from
        operations and has a stockholders’ deficit. These factors, among others raise
        substantial doubt about the Company’s ability to continue as a going concern.
        See page 26, “Management’s Discussion and Analysis or Plan of Operation” for
        further discussion.” (See Draft Form 10-SB/A).

      Comment
        6: In response to comment #6, the Company has inserted into the second paragraph
        under the “History” section on Page 5, the following: “The exchange price was
        reached through discussions between CryoPort Systems, Inc.’s board of directors
        and stockholders, and G.T.5-Limited’s board of directors and major stockholders,
        taking into account supply and demand factors as well as the historical share
        prices to non-insiders of each company. The acquisition was a transaction
        involving the cashless exchange of shares only.” (See Draft Form
        10-SB/A).

      Comment
        7: The Share Exchange Agreement was provided in the original filing as Exhibit
        10.1.1.

      Comment
        8: In response to comment #8 , the Company has inserted at the end of the
        paragraph in the “Smaller,
        More Efficient Packaging.”
        Section
        on Page 9: “CryoPort currently manufactures its reusable shipper with an
        approximate liquid nitrogen volume of five liters. The Company’s future intended
        products will be a range of shippers with liquid nitrogen capacities from
        approximately one to five liters in size.” (See Draft Form
        10-SB/A).

      Comment
        9: In response to comment #9, the Company has inserted at the end of the
        first
        paragraph in the section “Emphasis
        on Decreasing Costs and System Simplification.”
        on Page
        9 -“The current price of CryoPort’s reusable shippers range from $685 to $1,095.
        The price range for the proposed disposable/one way shippers when developed
        is
        initially expected to range from $50 to $175 per use depending on size.” (See
        Draft Form 10-SB/A).

      Jeffrey
        Riedler, Assistant Director

      United
        States Security and Exchange Commission

      December
        9, 2005

      Page
        3

      Comment
        10: In response to comment #10, the Company has revised the second paragraph
        in
        the section “Emphasis
        on Decreasing Cost and System Simplification.”
        As well
        as the third paragraph on page 8 in section “Industry Overview” to clarify the
        product’s hold time and provide competitive hold time comparison. (See Draft
        Form 10-SB/A).

      Comment
        11: In response to comment #11, the Company has only one sales and distribution
        agent for South America which accounts for 10% of annual sales. This information
        has been incorporated in the first paragraph of the section “Sales and
        Marketing” on Page 14. The details of the Company’s contract with its South
        American sales and distribution agent are confidential. Providing the contract
        as an exhibit or exposing the terms of the contract would create difficulties
        with other company agents and distributors, as well as customers and other
        market competitors. Therefore we are not including a copy of the contract
        as an
        exhibit.

      Comment
        12: In response to comment #12, the Company has inserted the requested
        information showing the sales breakdown by geographical area in the “Sales and
        Marketing” section on page 14. (See Draft Form 10-SB/A).

      Comment
        13: In response to comment #13, the Company has revised the paragraph in
        the
“Competition” section on page 17 to include the following: “Other competitive
        factors include the ability of the shipper to retain liquid nitrogen when
        placed
        in non-upright positions, the overall “leak-proffness” of the package which
        determines compliance with shipping regulations and the overall weight and
        volume of the package which determine shipping costs.” (See Draft Form
        10-SB/A).

      Comment
        14: In response to comment #14, the Company has revised the paragraph in
        the
“Research and Development” section on page 18 to included the following: “The
        Company’s principal research and development activities for the years 2004 and
        2005 have centered around the investigation of materials of construction
        for the
        products and packages with the view of identifying those materials that yield
        fabrication costs consistent with the concept of disposability. Prototypes
        of
        one version of a unit dose transport system were developed and preliminary
        designs of a second concept were completed. Other research and development
        effort was directed toward improvements to the liquid nitrogen retention
        system
        to render it more reliable in the general shipping environment.” (See Draft Form
        10-SB/A).

      Comment
        15: In response to comment #14, the Company has inserted a paragraph in the
        “Manufacturing” section on page 18 as follows: “Primary manufacturers include
        Spaulding Composites Company, Peterson Spinning and Stamping, Lydall Industrial
        Thermal Solutions, Ludwig, Inc., and Porex Porous Products Group. There are
        no
        specific agreements with any manufacturer nor are there any long term
        commitments to any. It is believed that any of the currently used manufacturers
        could be replaced within a short period of time as none have a proprietary
        component nor a substantial capital investment specific to the Company’s
        products.”

      Jeffrey
        Riedler, Assistant Director

      United
        States Security and Exchange Commission

      December
        9, 2005

      Page
        4

      Comment
        16: In response to comment #16, the Company has inserted a chart on page
        19 in
        the “Proprietary Rights and Licensing” section which includes the requested
        information including issuance and expiration dates for patents and trademarks.
        Additionally, the Company has inserted information to describe the patents
        and
        trademarks in more detail as follows: “The technology covered by the above
        indicated patents refer to matters specific to the use of liquid nitrogen
        dewars
        relative to the shipment of biological materials. The concepts include those
        of

      disposability,
        package configuration details, liquid nitrogen retention systems, systems
        related to

      thermal
        performance, systems related to packaging integrity, and matters generally
        relevant to the containment of liquid nitrogen. Similarly, the trademarks
        mentioned relate to the cryogenic temperature shipping activity.” (See Draft
        Form 10-SB/A).

      Comments
        17 and 18: In response to comments #17 and #18, the Company has consolidated
        the
        original first four risk factors into a single risk factor and has eliminated
        any repetitive text in the “Risk Factors” section on pages 21 and 22. In
        addition, the Company has added subheadings to clarify each risk factor
        discussed. (See Draft Form 10-SB/A).

      Comment
        19: In response to comment #19, the Company has revised its statement in
        the
“Risk Factors” section on page 23 relating to if the Company is not able to
        compete effectively, to more clearly disclose the Company’s competitive
        situation. Harsco Corporation and Chart industries have been included as
        the two
        significant competitors. (See Draft Form 10-SB/A).

      Comment
        20: In response to comment #20, the Company, has revised its statement in
        the
“Risk Factors” section on page 24 in order to clearly identify the factors
        affecting the Company’s ability to attract and retain skilled personnel by
        inserting the following: “The ability to attract personnel to the Company’s
        vision depends both on the availability of skills and the ability of the
        Company
        to offer compensation and challenge compatible to career goals of potentially
        available individuals. The Company believes that the growth factors in the
        target markets are sufficient to attract the interest of well-qualified
        candidates for all positions as the need arises. To date, the Company has
        not
        experienced difficulties in attracting or retaining qualified personnel,
        however, there is no guarantee that there will be well-qualified candidates
        in
        the future to choose from.” (See Draft Form 10-SB/A).

      Comment
        21: In response to comment #21, the Company has inserted a statement in the
        “Risk Factors” section on page 25 relating to if the Company’s needs and ability
        to obtain patent and trademark protection, as follows: “The Company is not aware
        of any other company that is infringing any of the Company’s patents or
        trademarks nor does the Company believe that it is infringing on the patents
        or
        trademarks of any other person or organization.” See Draft Form
        10-SB/A).

      Comment
        22: In response to comment #22, the Company has inserted a statement in the
        “Risk Factors” section on Page 25 relating to if the Company experiences
        manufacturing delays or

      Jeffrey
        Riedler, Assistant Director

      United
        States Security and Exchange Commission

      December
        9, 2005

      Page
        5

      interruptions,
        as follows: “To date, the Company has not experienced any material delays to the
        point that its ability to adequately service customer needs has been
        compromised. As the business develops and quantity of production increases,
        it
        becomes more likely that such problems could arise.” (See Draft Form 10-SB/A).

      Comment
        23: In response to comment #23, the Company has made no revision to “Risk
        Factors” section relating to the Company’s governance by Penny Stock Regulations
        on page 24 due to the

      fact
        that
        the last trade and the current asked price for Company common stock, as of
        the
        date of the Company’s responses, was and is $4.90. This more current trade price
        was inserted in the subsequent “Risk Factors” section relating to effect on
        stock price from the sale of substantial shares on page 27. (See Draft Form
        10-SB/A).

      Comment
        24: In response to comment #24, the Company, on Page 28, has revised its
        statement in the “Liquidity and Capital Resources” - “Total assets” section to
        disclose the amount and source of research and development funding to include
        the following: “During the last quarter of the Company’s 2005 operations,
        funding of $991,875 was raised through a private placement offering of common
        stock under regulation D. These funds were raised to allow the Company to
        focus
        on accelerating the development and launch of its one-way product.” (See Draft
        Form 10-SB/A).

      Comment
        25: In response to comment #25, the Company has inserted information to update
        the Company’s current plans to launch the new product in the “Liquidity and
        Capital Resources” - “Total assets” section on page 28 as follows: “It is
        planned to introduce the single use/one-way products in limited quantities
        to
        selective customers during the first quarter of calendar year 2006. A broad
        launch to the general market will follow after feedback from this introductory
        distribution is received and customer demand is further understood. A higher
        volume demand is expected to develop as pharmaceutical products requiring
        cryogenic protection come to

CORRESP
1
filename1.htm

    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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

								November 16, 2005

Mr. Peter Berry
Chief Executive Officer and President
CryoPort, Inc.
451 Atlas Street
Brea, California 92821

	Re:	CryoPort, Inc.
		Form 10-SB
		Filed October 20, 2005
		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. Pursuant to section 12(g)(1) of the Exchange Act, your
registration statement will automatically become effective 60 days
after it was filed.  If we are not finished with the review by
that
time, you should withdraw the registration statement and refile it
to
delay its effectiveness.

2. Please include in your Business section the information
described
in Item 101(b)(11) and (12) of Regulation S-B regarding
environmental
costs and the number of employees.

Item 1. Description of Business

Overview, page 4

3. Please explain what a dry cryogenic shipper is.

4. We note you currently manufacture reusable cryogenic dry
shippers,
and your focus is to develop a line of disposable dry cryogenic
shippers.  Please explain the various ways in which reusable
shippers
differ from disposable shippers, and discuss the development
status
of your line of disposable shippers.

5. Please disclose in this "Overview" section that your auditors
issued a going concern opinion for their report on your fiscal
2005
financial statements.

History, page 4

6. Please disclose how you determined the consideration paid for
CryoPort Systems, Inc. was appropriate.  For example, did you or a
financial advisor perform a valuation of the company?

7. Please file the Share Exchange Agreement as an exhibit.

The CryoPort Solution, page 8

8. In the paragraph entitled "Smaller, More Efficient Packaging,"
please state the approximate size of your current shippers, and
state
the size you are seeking to develop them to be.

9. You state on page 7 a price range of $650 to $3000 per unit for
liquid nitrogen shippers.  Please state in the "Emphasis on
Decreasing Costs and System Simplification" paragraph the
approximate
price of your current shippers and the price at which you believe
you
could sell a disposable unit when developed.

10. We note the statement in the "Development of International
Programs and Markets" paragraph that your shippers "are better
able
to insure the integrity of specimens affected by unexpected
shipping
delays" because they can maintain a cryogenic temperature for up
to
10 days.  We also note the statement in the last paragraph on page
7
that existing systems have a 20-day static hold time, but the hold
time is "significantly diminished" if they are tilted or
positioned
on their side.  Since you are suggesting your products` 10-day
hold
time is longer than existing products` hold times, please compare
your products` functional hold time to those of your competitors.
Also, specify whether your products` 10-day duration is a static
hold
time or a functional hold time.

Sales and Marketing, page 13

11. Please identify any distributors and agents who account for
more
than 10% of your sales.  If you have written agreements with these
parties, you should describe their material terms and file them as
exhibits.

12. We note your current distribution channels cover the Americas,
Europe, and Asia.  Please state the percentage of your sales that
came from each of the U.S., the rest of North America, South
America,
Europe, and Asia.

Competition, page 16

13. From the discussion in this section, it appears two methods of
competition are disposability and price.  Please identify any
other
methods of competition.  See Item 101(b)(4) of Regulation S-B.

Research and Development, page 16

14. Please identify and describe the principal research and
development projects that accounted for the money spent on R&D
during
fiscal 2004 and 2005.

Manufacturing, page 17

15. Please identify your primary manufacturers as well as any
manufacturers that could not be readily replaced.  If you have
written agreements with any of these manufacturers, please file
the
agreements as exhibits and discuss their material terms in your
filing.

Proprietary Rights and Licensing, page 17

16. We note the company holds two U.S. trademarks and three
patents
"primarily covering various aspects of its products."  Please
describe your trademarks and patents in more detail.  State when
the
trademarks and patents expire, and describe the trademarks and the
technology covered by the patents.

Risk Factors

Given the Company`s recurring losses and accumulated deficit . . .
,
page 19

17. This risk factor overlaps substantially with the one that
follows
it as well as "The Company will continue to need additional funds
. .
." on pages 20-21.  Please consolidate these three risk factors
into
one risk factor, and eliminate any repetitive text.

The Company has substantial outstanding indebtedness . . . , page
20

18. Please revise this risk factor and its heading to clarify what
risk to investors you are describing.  This risk factor might
appropriately be combined into the consolidated risk factor noted
in
the previous comment.

If the Company is not able to compete effectively . . . , page 22

19. As currently worded, this risk factor could apply to any
issuer.
If you keep it in your document, please revise it so it describes
your situation more specifically.  Also, if you keep the risk
factor,
you should identify the two "potentially large competitors in the
United States."

If the Company does not attract and retain skilled personnel . . .
,
page 22

20. Please discuss any material difficulties the company has had
in
attracting and retaining skilled personnel.

The Company`s success depends, in part, on its ability . . . ,
page
22

21. To the extent you are aware that you have any intellectual
property that is being infringed upon or that you have been
notified
of a third party`s belief that you are infringing on their
intellectual property, please revise to disclose the situation and
potential consequences.

If the Company experiences manufacturing delays or interruptions .
.
. , page 23

22. In this risk factor and the one that follows it, as
applicable,
please identify the manufacturers and suppliers upon whom you
materially rely, and discuss any material delays you have
experienced
in the past in obtaining component parts.

The Company`s common stock is subject to penny stock regulation .
. .
, page 24

23. Please clarify why your stock is subject to penny stock
regulation, in light of the disclosure in the next risk factor
that
your stock price is $6.34 per share, which is greater than $5.00
per
share.

Item 2. Management`s Discussion and Analysis or Plan of Operation,
page 26

24. We note that "[d]uring the last quarter of the Company`s 2005
operations, funding was put into place to allow the Company to
focus
on accelerating the development and launch of its one-way
product."
Please disclose the amount and source of this funding.

25. We note the company has "the goal of launching the new product
into the market in early calendar year 2006."  You refer to the
2006
timeframe near the bottom of page 12 as well.  Please update this
timeframe as appropriate during the course of our review.

26. Please identify the vaccine manufacturers that might purchase
your one-way shippers and the two large and well established
manufacturing companies.

General Overview, page 26

27. As an issuer of penny stock, you are not protected by the safe
harbor for forward-looking statements.  See Section 27A(b)(1)(C)
of
the Securities Act and section 21E(b)(1)(C) of the Exchange Act.
Please delete the references to "Section 27A of the Securities Act
of
1933" and "Section 21E of the Securities Act of 1934" on this page
and throughout your document.

Liquidity and Capital Reserves, page 28

28. Please disclose in this section the lender, principal,
interest
rate, date of issuance, and maturity date of the note discussed in
footnote 8 to the financial statements on page F-18.  Also, please
file this note as an exhibit.

29. Please provide a discussion of your cash flows that would
comply
with Section IV.B.1. of Financial Reporting Release 72 or tell us
how
your existing disclosures now complies.

Critical Accounting Policies, page 29

30. Please tell us how you have provided each of the disclosures
contemplated by Section V. of Financial Reporting Release 72 about
your critical accounting estimates or assumptions.  To the extent
that you have not provided any of these disclosures, including
quantitative disclosures, please either:  (a) provide them, (b)
tell
us why they are not applicable or necessary, or (c) tell us why
they
can not be provided.

Results of Operations - Year Ended March 31, 2005, page 30

31. Where you attribute material fluctuations in your revenues,
costs
and expenses to multiple factors, please quantify those factors
that
are significant in understanding these fluctuations, as required
by
Financial Reporting Codification Section 501.04.

Item 5: Directors, Executive Officers, Promoters and Control
Persons,
page 34

32. Please disclose the positions held by Peter Berry and Dee S.
Kelly during the past five years, including the approximate dates
during which they held those positions.

Summary Compensation Table, page 37

33. Since October 31, 2005 has now passed, please state the amount
of
Mr. Berry`s bonus for 2005 in footnote (4).

Item 7. Certain Relationships and Related Transactions, page 40

34. Please state the amount owed to P. Mullens and to J.R. Dell
individually rather than stating the total you owe to the two of
them.

35. Please identify the two former directors to whom the company
owes
$617,000, and state how much you owe to each individually.

Item 4. Recent Sales of Unregistered Securities, page 43

36. Please state a more specific date for the sales that took
place
during "fiscal 2005" and "fiscal 2004."  See Item 701(a) of
Regulation S-B.

37. Please identify the persons or class of persons who purchased
your securities in all of the transactions described in this
section.
See Item 701(b) of Regulation S-B.

Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-6

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 estimate fair market value of your stock on the grant date, as
disclosed on pages F-12 and F-33;

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

* 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;

* estimating the fair value of the shares provided to the former
employee as a settlement of the wrongful termination lawsuit
disclosed on page F-18;

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

* determining the value of unexercised in-the-money options
disclosed
on page 38

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(l) 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.

Accrued Warranty Costs, page F-10

40. Please tell us why it is appropriate to expense the costs
related
to servicing the standard the warranty as incurred and cite the
specific literature supporting this accounting.

Note 7 - Commitments and Contingencies, page F-17

Operating Leases, page F-17

41. 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 so doing, 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 apparent
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.

Note 9 - Common Stock, page F-19

42. Please clarify what you mean by "pending reverse acquisition".

Note 10 - Stock Options, page F-19

43. As your disclosure on page F-20 indicates that the options
vest
upon grant, please tell us why the amount of options exercisable
is
less than the amount outstanding.

*	*	*

	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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission