**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-KSB**




**(Mark
      One)**




þ
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
                  1934**
  **FOR
        THE FISCAL YEAR ENDED MARCH 31, 2007**




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.**




**For
      the transition period from ________** **to
      _________**




**Commission
      File Number: 000-51578**




**CryoPort,
      Inc.**


(Exact
      name of small business issuer as specified in its charter)




Nevada
            
            88-0313393(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer Identification No.)




451
                Atlas Street, Brea, California
            
            92821(Address
                of principal executive offices)
            
            (ZipCode)(714)
                256-6100(Issuer’s
                telephone number)




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            
            Title
                of each exchange on which registeredCommon
                Stock, $.001 par value
            
            Pink
                SheetsSecurities
                registered under Section 12(g) of the Exchange Act:Common
                Stock, $.001 par value(Title
                of class)Indicate
                by check mark if the registrant is not required to file reports pursuant
                to Section 13 or Section 15(d) of the Act. Yes ̈NoþCheck
                whether the issuer (1) filed all reports required to be filed by
                Section
                13 or 15(d) of the Exchange Act of 1934 during the past 12 month
                (or for
                such shorter period that the registrant was required to file such
                reports), and (2) has been subject to such filing requirements for
                the
                past 90 days.YesþNo ̈Check
                if there is no disclosure of delinquent filers pursuant to Item 405
                of
                Regulation S-K contained in this form and will not be contained,
                to the
                best of the registrant’s knowledge, in definitive proxy or information
                statements incorporated by reference in Part III of this Form 10-KSB
                or
                any amendment to this Form 10-KSB.þIndicate
                by check mark whether the Registrant is a shell company (as defined
                in
                Rule 12b-2 of the Exchange Act.).Yes ̈Noþ









The
                issuer’s revenue for the fiscal year ended March 31, 2007 was $67,103.State
                the aggregate market value of the voting and non-voting common equity
                held
                by non-affiliates computed by reference to the price at which the
                common
                equity was sold, or the average bid and asked price of common equity,
                as
                of a specified date within the past 60 days. (See definition of affiliate
                in Rule 12b-2 of the Exchange Act.)
              
              The
                market value of the voting stock held by non-affiliates of the issuer
                as
                of June 29, 2007 was approximately $46,673,131.As
                of June 29, 2007 the Company had 39,386,980 shares of its $0.001
                par value
                common stock issued and outstanding.
              
              **DOCUMENTS
                INCORPORATED BY REFERENCE**
              
              Inapplicable.
              
              Transitional
                Small Business Disclosure Format (check one)
              ****Yes ̈Noþ













**TABLE
      OF CONTENTS**


**Page**PART
                  I
              
              
              
              4ITEM
                  1.
              
              DESCRIPTION
                  OF BUSINESS
              
              5ITEM
                  2.
              
              DESCRIPTION
                  OF PROPERTY
              
              31ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              32ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              32PART
                  II
              
              
              
              33ITEM
                  5.
              
              MARKET
                  PRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              
              33ITEM
                  6.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              
              37ITEM
                  7.
              
              FINANCIAL
                  STATEMENTS (F-1 to F-30)
              
              52ITEM
                  8.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS
              
              82ITEM
                  8A.
              
              CONTROLS
                  AND PROCEDURES
              
              82PART
                  III
              
              
              
              83ITEM
                  9:
              
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION
                  16(a) OF THE EXCHANGE
              
              83ITEM
                  10.
              
              EXECUTIVE
                  COMPENSATION
              
              87ITEM
                  11.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              
              97ITEM
                  12:
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              
              98ITEM
                  13.
              
              EXHIBITS
              
              99ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              102SIGNATURES
              
              
              
              104EXHIBIT
                  INDEX
              
              
              
              105




3


**PART
      I**








*In
      this Annual Report on Form 10-KSB the terms “CryoPort”, “Company” and similar
      terms refer to CryoPort, Inc., and its wholly owned subsidiary CryoPort Systems,
      Inc.*





**SAFE
      HARBOR FOR FORWARD LOOKING STATEMENTS:**




THE
      COMPANY HAS MADE SOME STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-KSB, INCLUDING
      SOME UNDER “DESCRIPTION OF BUSINESS”, “RISK FACTORS” AND “MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS,” AND ELSEWHERE, WHICH ARE
      FORWARD-LOOKING STATEMENTS. THESE STATEMENTS MAY DISCUSS THE COMPANY’S FUTURE
      EXPECTATIONS, CONTAIN PROJECTIONS OF ITS PLAN OF OPERATION OR FINANCIAL
      CONDITION OR STATE OTHER FORWARD-LOOKING INFORMATION. IN THIS ANNUAL REPORT
      ON
      FORM 10-KSB, FORWARD-LOOKING STATEMENTS ARE GENERALLY IDENTIFIED BY WORDS SUCH
      AS “ANTICIPATE”, “PLAN”, “BELIEVE”, “EXPECT”, “ESTIMATE”, AND THE LIKE.
      FORWARD-LOOKING STATEMENTS INVOLVE FUTURE RISKS AND UNCERTAINTIES, AND THERE
      ARE
      FACTORS THAT COULD CAUSE ACTUAL RESULTS OR PLANS TO DIFFER MATERIALLY FROM
      THOSE
      EXPRESSED OR IMPLIED BY THE STATEMENTS. THE FORWARD LOOKING INFORMATION IS
      BASED
      ON VARIOUS FACTORS AND IS DERIVED USING NUMEROUS ASSUMPTIONS. A READER, WHETHER
      INVESTING IN THE COMPANY’S SECURITIES OR NOT, SHOULD NOT PLACE UNDUE RELIANCE ON
      THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS ANNUAL
      REPORT ON FORM 10-KSB. IMPORTANT FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
      FROM PROJECTIONS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING:





·
            THE
                SUCCESS OR FAILURE OF MANAGEMENT’S EFFORTS TO IMPLEMENT THE COMPANY’S PLAN
                OF OPERATIONS;


·
            THE
                COMPANY’S ABILITY TO FUND ITS OPERATING
                EXPENSES;


·
            THE
                COMPANY’S ABILITY TO COMPETE WITH OTHER COMPANIES THAT HAVE A SIMILAR PLAN
                OF OPERATION;


·
            THE
                EFFECT OF CHANGING ECONOMIC CONDITIONS IMPACTING THE COMPANY’S PLAN OF
                OPERATION; AND


·
            THE
                COMPANY’S ABILITY TO MEET THE OTHER RISKS AS MAY BE DESCRIBED IN ITS
                FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE
                COMMISSION.





THE
      COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY
      FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
      EVENTS OR OTHERWISE.




4




**ITEM
              1.**
            **DESCRIPTION
                OF BUSINESS.**




We
      are a
      cryogenic transport container company, involved in the safe transport of
      biological specimens at temperatures below zero centigrade. While over the
      past
      years most of our sales have been derived from the sale of our reusable product
      line, the Company’s long term potential and prospects will come from the one-way
      line of products which have been in development over the past three
      years.




**Overview:**





The
      principal focus of the Company is to develop and launch, the CryoPort Express®
One-Way Shipper System, a line of one-time use dry cryogenic shippers for the
      transport of biological materials. A dry cryogenic shipper is a device that
      uses
      liquid nitrogen which is contained inside a vacuum insulated bottle as a
      refrigerant to provide storage temperatures below minus 150 ° centigrade. The dry shipper is designed such that there can be no pressure
      build
      up as the liquid nitrogen evaporates, or spillage of liquid nitrogen. A foam
      retention system is employed to ensure that liquid nitrogen stays inside the
      vacuum container. Biological specimens are stored in a “well” inside the
      container and refrigeration is provided by cold nitrogen gas evolving from
      the
      liquid nitrogen entrapped within the foam retention system. Biological specimens
      transported using the cryogenic shipper can include live cell pharmaceutical
      products; e.g., cancer vaccines, diagnostic materials, semen and embryos,
      infectious substances and other items that require continuous exposure to frozen
      or cryogenic temperatures (less than -150 ° C).





The
      Company currently manufactures a line of reusable cryogenic dry shippers. These
      provide the cryogenic technology for the development of the CryoPort Express®
One-Way Shipper System and serve as the essential components of the
      infrastructure that supports testing and research activities of the
      pharmaceutical and biotechnology industries. The Company’s mission is to provide
      cost effective packaging systems for biological materials requiring, or
      benefiting from, a frozen or cryogenic temperature environment over an extended
      time period by introducing to market a cost effective one-time use cryogenic
      shipper. The conventional concept of cryogenic shipping employs the use of
      a
      high cost shipping container, used multiple times over multiple years. The
      Company plans to introduce the CryoPort Express® One-Way Shipper System product
      manufactured from alternative, lower cost materials, which will reduce overall
      operating costs. As with the reusable shippers, the one-way system will
      eliminate the need to replenish the refrigerant during transport.





The
      Company’s production line incorporates innovative technologies developed for
      aerospace and other industries to develop products that are more cost effective,
      easier to use and more functional than the traditional dry ice devices and
      methods currently used for the shipment of temperature-sensitive
      materials.




5




The
      proposed CryoPort Express® One-Way Shipper System 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 CryoPort Express® One-Way Shipper System products. There are two
      general sizes planned. A larger size of approximately 5 liters capacity, based
      on a product that has been produced for 5 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 one-way use
      status is primarily one of cost and convenience which 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, the impact 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, spillproof
      packaging system. This secondary system, outer packaging has a low cost that
      lends itself to disposability. 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





The
      Company currently occupies approximately 8,000 square feet of manufacturing
      and
      office space in Brea, California and has four full-time employees and five
      consultants.




6




As
      reported in the Report of Independent Registered Public Accounting Firm on
      the
      Company’s March 31, 2007 and 2006 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 37, “Management’s Discussion and Analysis or Plan of
      Operation” for further discussion.




**History:**





The
      Company was originally incorporated under the name G.T.5-Limited on May 25,
      1990
      as a Nevada corporation. The Company’s original focus was to engage in the
      business of designing and building exotic body styles for automobiles compatible
      with the vehicle’s existing chassis. The Company provided a series of hand
      molded body style products that were based on the chassis designs of the Ford
      Mustang, Pantera, Ford Cobra and Ferrari Daytona Spider. The Company’s goal was
      to provide customers with a cost effective solution to developing a great look
      to their own vehicles without the high costs associated with buying very
      expensive new vehicles. Acceptance of the Company’s concept never materialized,
      and revenues during the past few years declined. In 2004, the Company did not
      have any revenues. As a result, the foregoing operations were discontinued.
      In
      January 2005, the Company’s board of directors determined that it would be in
      its best interests, and that of its shareholders, to find a suitable acquisition
      candidate.





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 (which
      represented approximately 81% of its total issued and outstanding shares of
      common stock following the close of the transaction). The exchange price was
      reached through discussions between CryoPort Systems, Inc.’s board of directors
      and stockholders, and GT-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. In connection with this
      transaction, the Company changed its name to CryoPort, Inc., effective March
      16,
      2005. In addition, the Company’s then directors and officers resigned, and the
      directors and officers of CryoPort Systems were elected to fill the vacancies
      created by such resignations.





CryoPort
      Systems, Inc. was originally formed in California in 1999 as a limited liability
      company and was reorganized into a California corporation in December 2000.
      CryoPort Systems, Inc. was founded in 1999 principally to capitalize on
      servicing the transportation needs of the growing global “biotechnology
      revolution”.





7




**Our
      Products**




**The
      Company’s Current Product Line:**





***Reusable
      Cryogenic Dry Vapor Shippers.*** **** The
      Company has developed three lines of reusable cryogenic dry vapor shippers
      which
      the Company believes solve the specific problems in, and are responsive to
      the
      evolving needs of the market place of temperature-critical, frozen and
      refrigerated transport of biologicals. This line of shippers is capable of
      maintaining cryogenic temperatures of minus 150 centigrade or less, for up
      to 10
      days.





These
      products, which are in full production at the Company’s Brea, California
      facility, consist of the AR1000, the DG1000 and the DS650. The DG1000 is
      designed for shipping biological material classified as dangerous goods by
      IATA
      standards. This shipper is IATA certified for the shipment of Class 6.2
      Dangerous Goods. The AR1000 is utilized primarily in the veterinary and human
      assisted reproduction markets. This shipper may be used where packaging of
      the
      biological material need not comply with IATA Packing Instructions 602 or 650.
      The DS650 is utilized for the shipment of specimens for diagnosis, treatment
      or
      evaluation of disease that must conform to the IATA 650 packaging standards.
      In
      2005, the Company introduced a new soft case for the same cryogenic Dewar;
      identified as the PSX1000 and the PS1000. These units are smaller, lighter
      in
      weight, and more easily handled than the units described above. The PSX1000
      shippers are also certified to IATA Packing Instruction 602 and
      650.





These
      shippers are lightweight, low-cost, re-usable vapor phase liquid nitrogen
      storage containers that combine the best features of packaging, cryogenics
      and
      high vacuum technology. Each of these three shippers is composed of an aluminum
      metallic Dewar flask, with a well for holding the biological material in the
      inner chamber. A Dewar flask, or “thermos bottle,” is an example of a practical
      device in which the conduction, convection and radiation of heat are reduced
      as
      much as possible. A high surface, low density open cell plastic foam material
      surrounds the inner chamber for retaining the liquid nitrogen in-situ by
      absorption, adsorption and surface tension. Absorption is defined as the taking
      up of matter in bulk by other matter, as in dissolving of a gas by a liquid,
      whereas adsorption is the surface retention of solid, liquid or gas molecules,
      atoms or ions by a solid or liquid. This material absorbs LN 2 up to
      six times faster than currently used materials, while providing the shipper
      with
      a hold time and capacity to transport biological materials safely and
      conveniently. The annular space between the inner and outer Dewar chambers
      is
      evacuated to a very high vacuum (10 -6 Torr).
      The specimen-holding chamber has a primary cap to enclose the specimens, and
      a
      removable and replaceable secondary cap to further enclose the specimen holding
      container and to contain the LN 2 .
      The
      entire Dewar vessel is then wrapped in a plurality of insulating and cushioning
      materials and placed either in a hard plastic shipper shell, or in a ballistic
      nylon soft shell outer case with a hinged lid, as with the Company’s
      PSX1000.




8




The
      Company believes the above product configuration satisfies the needs of the
      markets that require the temperature-critical, frozen and refrigerated transport
      of biological materials, such as pharmaceutical clinical trials, gene
      biotechnology, infectious materials handling, and animal and human reproduction.
      Due to the Company’s unique proprietary technology and innovative design, its
      shippers are less prone to losing functional hold time when not kept in an
      upright position than the competing products. The Company’s continuing R&D
      efforts are expected to lead to the introduction of smaller size units
      constructed of lower cost materials and utilizing high volume manufacturing
      methods that will make it practical to offer the CryoPort Express® One-Way
      Shipper System consisting of limited use cryogenic packages.




Materials
      to be transported in the AR1000 shipper are typically placed in a canister
      that
      is lowered into the well of the shipper, which is held in place by the cap
      and
      neck tube. The materials to be transported in the DG1000 and DS650 shippers
      are
      placed in a bio-cartridge, which in turn is placed in a leak proof plastic
      bag.
      The canister, or vial holder, and its contents are surrounded by cold
      LN 2 vapor
      from the saturated absorbent filler.





An
      important feature of the DG1000, DS650 and the PSX shippers is their compliance
      with the stringent packaging requirements of IATA Packing Instructions 602
      and
      650, respectively. These instructions include the internal pressure (hydraulic)
      and drop performance requirements. The Company believes its shippers were the
      first cost-effective cryogenic shippers to comply with these regulations, which
      it hopes will substantially enhance product acceptance, and facilitate its
      marketing efforts for both its reusable shippers and its planned CryoPort
      Express® One-Way Shipper System.





***Biological
      Material Holders for Infectious and Dangerous Goods.*** **** The
      Company has also developed a patented containment bag which is used in
      connection with the shipment of infectious or dangerous goods. The inner
      packaging of the DG1000 shipper contains watertight primary receptacles (one
      and
      one-half millimeter vials.) Up to five vials are then placed onto aluminum
      holders and up to fifteen holders (75 vials) are placed into an absorbent pouch,
      designed to absorb the entire contents of all the vials in the event of leakage.
      This pouch containing up to 75 vials is then placed in a watertight secondary
      packaging plastic bag capable of withstanding cryogenic temperatures, and then
      sealed. This entire package is then placed in a unique, patented, secondary
      containment bag, which is a plastic film based material, critical to the
      function of the overall cryogenic package. These bags use a pressure-sensitive
      adhesive closure much like a common overnight courier envelope. As a result,
      these bags are inherently disposable, one-use-only. This bag is then placed
      into
      the well of the cryogenic shipper. ****





***Artificial
      Insemination Canisters.*** **** The
      Company has also developed an artificial insemination canister for use with
      its
      AR1000 shipper. Semen straws, which resemble the familiar plastic stirrers
      for
      hot beverages and are similar in size, come in two sizes, based on volume -
      one-half cc and one-quarter cc. These straws are sealed at both ends and placed
      in small cylindrical “goblets” that are in turn placed into a twelve-inch long
      cane. Fifteen canes can be placed in the metallic cylindrical canister that
      fits
      within the well of the shipper. The canister has a flexible handle and separate
      vapor plug. Straws can also be stored in bulk in 65mm diameter goblets in two
      layers using a disposable canister or via the use of a lifter. With the
      disposable canister or lifter, up to 720 1⁄2 cc or 1600 1⁄4 cc straws can be stored
      in the AR1000.




9




**The
      Company’s Future Products:**





The
      Company’s continuing R&D efforts are expected to lead to the introduction of
      smaller size units constructed of lower cost materials and utilizing high volume
      manufacturing methods that will make it practical to provide the one-time use
      cryogenic packages offered by the CryoPort Express® One-Way Shipper System.




The
      transition from a reusable shipper to the CryoPort Express® One-Way Shipper
      System is planned during second quarter of fiscal 2008 and will be accomplished
      initially by a simple reduction in the size of existing materials, the
      simplification of the outer protective shipping package and the use of
      established manufacturing practices. Subsequently, in order to enable higher
      volume production, alternate materials which are processed differently will
      be
      employed, with anticipated substantial cost reductions to be made to both the
      inner cryogenic Dewar and the outer integrated shipping case, while maintaining
      most of the Company’s proven, current manufacturing methods. This product will
      then be transitioned to CryoPort Express® One-Way Shipper System with an
      appropriate recycling program. The one-way shipper will employ alternate
      materials of construction, which will further enable both higher mass
      manufacturing and additional cost reduction opportunities.





The
      Company’s driving logic in developing the CryoPort Express® One-Way Shipper
      System is:





·
            To
                make the cost of the cryogenic package less than, or equal to, the
                total
                cost of ownership (on a one time use basis including return shipping
                and
                handling) of a reusable unit depending on the ultimate capacity and
                hold
                time of the shipper.





·
            To
                create the opportunity to ultimately offer a seamless “bio-express”
                courier service to the Company’s target markets via its strategic
                partners.





·
            To
                provide a cost effective shipper that can compete with the economics
                of
                using dry ice and dry ice shippers.




**Our
      Strategy:**




The
      Company’s present objective is to leverage its proprietary technology and
      developmental expertise to design, develop, manufacture and sell cryogenic
      shipping devices. The key elements of its strategy include:





***Expand
      the Company’s product offerings to address growing
      markets.*** ** Given
      the
      need for a temperature-sensitive shipping device that can cost effectively
      be
      used, the Company is diligently working to develop the CryoPort Express® One-Way
      Shipper System, which utilizes a one-time use shipping device that performs
      as
      well as its reusable shippers to eliminate the need for a return shipment and
      the costs associated therewith as well as eliminate any loss of specimen
      viability during the shipping process.




10




***Expand
      the Company’s marketing and distribution channels.*** ** The
      Company’s products serve the shipping needs of companies across a broad spectrum
      of industries on a growing international level. It is the Company’s goal to
      establish those contacts necessary to achieve a broader distribution of its
      products.





***Establish
      strategic partnerships.*** ** In
      order
      to expedite the Company’s time to market and increase its market presence, the
      Company is currently negotiating to establish strategic alliances to facilitate
      the manufacture, promotion and distribution of its products, including
      establishing alliances with shipping container manufacturers (both cryogenic
      and
      dry ice), integrated express companies, and freight forwarding
      companies.




**Sales
      and Marketing:**




The
      Company currently has an internal sales and marketing group which manages both
      its direct sales efforts and its third party resellers, which include Air
      Liquide and SCA Thermosafe. The Company also has relationships with several
      other distributors and agents. The Company’s current distribution channels cover
      the Americas, Europe and Asia. The Company has no distributors or agents that
      account for greater than 10% of overall sales volumes.




The
      Company’s geographical sales for the year ended March 31, 2007 were as
      follows:


USA
              
              52.6%Europe
              
              36.5%Other
                  North America
              
              3.3%Asia
              
              7.6%
  **Customer
      Base:**





The
      Company believes that the primary customers for its dry vapor shippers (both
      the
      reusable and the future CryoPort Express® One-Way Shipper System) are
      concentrated in the following markets for the following reasons:





·
            Pharmaceutical
                clinical trials


·
            Gene
                biotechnology


·
            Transport
                of infectious materials and dangerous
                goods ·
            Pharmaceutical
                distribution


·
            Artificial
                insemination and embryo transfer in animals;
                and






11




·
            Human
                assisted reproduction artificial
                insemination





***Pharmaceutical
      Clinical Trials.*** Every
      pharmaceutical company developing a new drug that must be approved by the Food
      and Drug Administration conducts clinical trials to, among other things, test
      the safety and efficacy of the potential new drug. In connection with the
      clinical trials, the companies may enroll patients from all over the world
      who
      regularly submit a blood specimen at the local hospital, doctor’s office or
      laboratory. These samples are then sent to the specified testing laboratory,
      which may be local or in another country. The testing laboratories will
      typically set the requirements for the storage and shipment of blood specimens.
      While domestic shipping of these specimens is sometimes accomplished adequately
      using dry ice, international shipments present several problems, as dry ice,
      under the best of circumstances, can only provide freezing for up to 36 hours,
      in the absence of re-icing (which is quite costly). Because shipments of
      packages internationally can be delayed for more than 36 hours due to flight
      cancellations, incorrect destinations, labor problems, ground logistics and
      safety reasons, dry ice is not always a reliable and cost effective option.
      Clinical trial specimens are often irreplaceable because each one represents
      data at a prescribed point in time, in a series of specimens on a given patient,
      who may be participating in a trial for years. Sample integrity during the
      shipping process is vital to retaining the maximum number of patients in each
      trial. The Company’s shippers are ideally suited for this market, as the hold
      time provided by its shipper ensures that specimens can be sent over long
      distances with minimal concern that they will arrive in a condition that will
      cause their exclusion from the trial.





Furthermore,
      the IATA requires that all airborne shipments of laboratory specimens be
      transmitted in either IATA 650 or 602 certified packaging. Once the Company
      has
      developed and obtained IATA certification of the CryoPort Express® One-Way
      Shipper System, it will be ideally suited for this market, in particular due
      to
      the elimination of the cost to return the reusable shipper.





***Gene
      Biotechnology.*** **** According
      to a recent edition of the Corporate Technology Directory, there are
      approximately 3600 pharmaceutical and biotechnology companies in the United
      States. Of these companies, approximately 2600 are biotechnology companies
      and
      approximately 1000 are pharmaceutical companies. The gene biotechnology market
      includes basic and applied research and development in diverse areas such as
      stem cells, cloning, gene therapy, DNA tumor vaccines, tissue engineering,
      genomics, and blood products. Company’s participating in the foregoing fields
      rely on the frozen transport of specimens in connection with their research
      and
      development efforts.





***Transport
      of Infectious Materials and Dangerous Goods.*** **** The
      transport of potentially infectious materials demands strict adherence to
      regulations that protect public safety while maintaining the viability of the
      material being shipped. All blood products are considered to be potentially
      infective and must be treated as such. Pharmaceutical companies, private
      research laboratories and hospitals ship tissue cultures and microbiology
      specimens, which are also potentially infectious materials, between a variety
      of
      entities, including private and public health reference laboratories. Almost
      all
      specimens in this infectious materials category require either a refrigerated
      or
      frozen environment. **** According
      to a doctor at the National Institute of Health (NIH), over 2 million vials
      of
      potentially infective material are shipped domestically or internationally
      each
      year, within the NIH alone. The Company initially developed its DG1000 shipper
      to meet the shipping requirements of this market.




12





Partly
      in
      response to the attack on the World Trade Center and the anthrax scare,
      government officials and health care professionals are focusing renewed
      attention on the possibility of attacks involving biological and chemical
      weapons such as anthrax, smallpox and sarin gas. Efforts expended on research
      and development to counteract biowarfare agents requires the frozen transport
      of
      these agents to and from facilities conducting the research and development.
      Vaccine research, including methods of vaccine delivery, also requires frozen
      transport. The Company’s DG1000 **** shipper
      is suited to this type of research and development.





***Pharmaceutical
      Distribution.*** The
      current focus for the CryoPort Express® One-Way Shipper System under development
      is in the area of pharmaceutical distribution. There are a significant number
      of
      therapeutic drugs and vaccines currently or soon to be, undergoing clinical
      trials. After the FDA approves them for commercial distribution, it will be
      necessary for the manufacturers to have a reliable and economical method of
      distribution to the physician who will administer the product to the patient.
      Although there are not now a large number of drugs, there are a substantial
      number in the development pipeline. It is likely that the most efficient and
      reliable method of distribution will be to ship a single dosage to the
      administering physician. These drugs are typically identified to individual
      patients and therefore will require a complete tracking history from the
      manufacturer to the patient. The most reliable method of doing this is to ship
      a
      unit dosage specifically for each patient. Because the drugs require maintenance
      at frozen or cryogenic temperatures, each such shipment will require a frozen
      or
      cryogenic shipping package. The Company anticipates being in a position to
      service that need.




***Artificial
      Insemination and Embryo Transfer in Animals.*** **** The
      primary animal artificial insemination market that the Company is interested
      in
      is the bovine market. Markets of secondary interest are the equine, swine,
      sheep
      and canine markets. The largest established market is dairy cattle, followed
      by
      beef cattle and horses. In addition, the swine breeding industry is rapidly
      converting to artificial insemination for breeding purposes.





The
      bovine semen shipping market can be divided into three distinct
      parts:





·
            The
                shipment of very large numbers of semen straws from one large artificial
                insemination company to another;


·
            The
                shipment of fewer straws from large artificial insemination companies
                to
                smaller distributors; and


·
            The
                “residential” shipment of small quantities of straws to small farms and
                dairies.




13




The
      last
      two categories are ideally suited for the use of the Company’s medium capacity
      AR1000 shipper or the PSX1000 shipper. The first category is viewed as one
      of
      limited potential as there are ****** fewer
      shipments, each containing a ****** very
      large numbers of straws. Even though the shipments in the first category
      initially contain larger numbers of straws, they are often broken down into
      much
      smaller numbers of straws and shipped to end users in medium capacity shippers,
      such as the Company’s AR1000 and PSX1000.





Although
      the bovine market is the largest and most mature market for shipping semen
      in
      dry vapor shippers, the use of this procedure for other species such as swine
      appears to be rapidly increasing.




Breeding
      horses by artificial insemination or embryo transfer is also becoming
      commonplace and has a growing international component. Shipping valuable animals
      for purposes of breeding is both costly and potentially injurious. The demand
      for desirable equine genetics for improving breeding stock has led to the
      shipment of semen or embryos to every part of the world.





Sheep,
      goats, dogs and exotic species are also being increasingly bred by artificial
      insemination. Airlines do not want to assume the liability of shipping live
      animals and discourage the practice whenever possible. While it was previously
      common for dogs to be shipped for breeding purposes, canine sperm banks are
      shipping semen at an increasing rate.





***Assisted
      Human Reproduction.*** According
      to The Wall Street Journal, January 6, 2000 issue, 30,000 infants are born
      annually in the United States through artificial insemination and according
      to
      Department of Health statistics, 10 million Americans annually are affected
      by
      infertility problems. It is estimated that this represents at least 50,000
      doses
      of semen. Since relatively few sperm banks provide donor semen,
      frozen ****** shipping
      is almost always involved. As with animal semen, human semen must be stored
      and
      shipped at cryogenic temperatures to retain viability, to stabilize the cells
      and to ensure reproducible results. This can only be accomplished with the
      use
      of liquid nitrogen or LN 2 dry
      vapor shippers. The Company anticipates that this market will continue to
      increase as this practice gains acceptance in new areas of the
      world.




**Competition:**





Within
      the Company’s intended markets for the CryoPort Express® One-Way Shipper System,
      there is no currently known competition. The Company intends to become
      competitive by reason of improved technological characteristics and by
      introducing the concept of disposability and single use products. None of the
      traditional suppliers of cryogenic shippers is known to have competitive
      equipment nor are they expected to have anything available within a short period
      of time. The traditional suppliers, Chart Industries, Harsco, and Air Liquide
      have various models of dry shippers available that sell at prices that preclude
      any concept of disposability. On the other hand, they are more established
      and
      have larger organizations and have greater financial, operational, sales and
      marketing resources and experience in research and development than the Company
      does. Other competitive factors include the ability of the shipper to retain
      liquid nitrogen when placed in non-upright positions, the overall
“leak-proofness” of the package which determines compliance with shipping
      regulations and the overall weight and volume of the package which determines
      shipping costs.





14





**Industry
      Overview:**





The
      Company’s products are sold into a rapidly growing niche of the packaging
      industry focused on the temperature sensitive packaging and shipping of
      biological materials. Expenditures for “value added” packaging for frozen
      transport have been increasing for the past several years and are expected
      to
      continue to increase even more in the future as more domestic and international
      biotechnology firms introduce pharmaceutical products that require continuous
      refrigeration at cryogenic temperatures. This will require a greater dependence
      on passively controlled temperature transport systems (i.e., systems having
      no
      external power source). [References: Cryopak Industries *-
      Investment Package/Annual Report* and ** US
      Department of Commerce - *US
      Industrial Outlook.* ]





The
      Company believes that growth in the following markets has resulted in the need
      for increased efficiencies and greater flexibility in the temperature sensitive
      packaging market:





·
            Pharmaceutical
                clinical trials, including transport of tissue culture
                samples;


·
            Pharmaceutical
                commercial product distribution


·
            Transportation
                of diagnostic specimens;


·
            Transportation
                of infectious materials;


·
            Intra
                laboratory diagnostic testing;


·
            Transport
                of temperature-sensitive specimens by
                courier;


·
            Analysis
                of biological samples;


·
            Gene
                biotechnology and vaccine
                production;


·
            Food
                engineering; and


·
            Animal
                and human reproduction





Many
      of
      the biological products in these above markets require transport in a frozen
      state as well as the need for shipping containers which have the ability to
      maintain a frozen, cryogenic environment (e.g., -150°C) for a period ranging
      from two to ten days (depending on the distance and mode of shipment). These
      products include semen, embryo, tissue, tissue cultures, cultures of viruses
      and
      bacteria, enzymes, DNA materials, vaccines and certain pharmaceutical products.
      In some instances, transport of these products requires temperatures at, or
      approaching, -196°C.





One
      problem faced by many companies operating in these specialized markets is the
      limited number of cryogenic shipping systems serving their needs, particularly
      in the areas of pharmaceutical companies conducting clinical trials. The
      currently adopted protocol, and the most common method for packaging frozen
      transport in these industries is the use of solid carbon dioxide (dry ice).
      Dry
      ice is used in shipping extensively to maintain a frozen state for a period
      of
      one to four days. Dry ice is used in the transport of many biological products,
      such as pharmaceuticals, laboratory specimens and certain infectious materials
      that do not require true cryogenic temperatures. The common approach to shipping
      these items via ground freight is to pack the product in a container, such
      as an
      expanded polystyrene (Styrofoam) box or a molded polyurethane box, with a
      variable quantity of dry ice. The box is taped or strapped shut and shipped
      to
      its destination with freight charges based on its initial shipping
      weight.





15




With
      respect to shipments via specialized courier services, there is no standardized
      method or device currently in use for the purpose of transporting
      temperature-sensitive frozen biological specimens. One common method for courier
      transport of biologicals is to place frozen specimens, refrigerated specimens,
      and ambient specimens into a compartmentalized container, similar in size to
      a
      55 quart Coleman or Igloo cooler. The freezer compartment in the container
      is
      loaded with a quantity of dry ice at minus 78°C, while the refrigerated
      compartment at 8°C utilizes ice substitutes.





Two
      manufacturers of the polystyrene and polyurethane containers frequently used
      in
      the shipping and courier transport of dry ice frozen specimens are Insulated
      Shipping Containers, Inc. and SCA Thermosafe (formerly Polyfoam Packers
      Corporation). When these containers are used with dry ice, the average
      sublimation rate (e.g., the rate at which dry ice turns from a solid to a
      gaseous state) in a container with a one and one-half inch wall thickness is
      slightly less than three pounds per 24 hours. Other existing refrigerant systems
      employ the use of gel packs and ice substitutes for temperature maintenance.
      Gels and eutectic solutions (phase changing materials) with a wide range of
      phasing temperatures have been developed in recent years to meet the needs
      of
      products with varying specific temperature control requirements.





The
      use
      of dry ice and ice substitutes, however, regardless of external packaging used,
      are frequently inadequate because they do not provide low enough storage
      temperatures and, in the case of dry ice, last for only a few days without
      re-icing. As a result, companies run the risk of increased costs due to lost
      specimens and additional shipping charges due to the need to re-ice.





Some
      of
      the other disadvantages to using dry ice for shipping or transporting
      temperature sensitive products are as follows:





·
            Availability
                of a dry ice source;


·
            Handling
                and storage of the dry ice;


·
            Cost
                of the dry ice;


·
            Weight
                of containers when packed with dry
                ice;


·
            Securing
                a shipping container with a high enough R-value to hold the dry ice
                and
                product for the required time period;
                and






16




·
            Securing
                a shipping container that meets the requirements for International
                Air
                Transportation Association (“IATA”), the Department of Transportation
                (“DOT”), the Center for Disease Control (“CDC”), and other regulatory
                agencies.





Due
      to
      the limitations of dry ice, shipment of specimens at true cryogenic temperatures
      can only be accomplished using liquid nitrogen (LN 2 )
      dry
      vapor shippers, or by shipping over actual liquid nitrogen. While such shippers
      provide solutions to the issues encountered when shipping with dry ice, they
      too
      are experiencing some criticisms by users or potential users. For example,
      the
      cost for these products typically can range from $650 to $3,000 per unit, which
      can substantially limit their use for the transport of many common biologicals,
      particularly with respect to small quantities such as is the case with direct
      to
      the physician drug delivery. Because of the initial cost and limited production
      of these containers, they are designed to be reusable. However, the cost of
      returning these heavy containers can be significant, particularly in
      international markets, because most applications require only one-way
      shipping.





Another
      problem with these existing systems relates to the hold time of the unit in
      a
      normal, upright position versus the hold time when the unit is placed on its
      side or inverted. The liquid nitrogen can leak out of the container when it
      is
      positioned on its side or inverted. This leaking will compromise the
      dependability of these dry shippers, particularly when used in circumstances
      requiring lengthy shipping times. The Company’s current reusable shippers have
      only a 40% reduction in hold time when placed on their sides or inverted. One
      of
      the Company’s significant competitors, Chart Industries, Inc., publishes on
      their web site, a 60% reduction in hold time when its units are placed on their
      side and a 90% reduction when its units are inverted. Since other competitors
      use similar absorbent materials to that used by Chart Industries, Inc., the
      Company believes the performance characteristics will be similar for their
      products of this particular size and volume.





Finally,
      these containers are often promoted as being durable due to their metal
      construction. However, rough handling can result in the puncturing of the outer
      shell or cracking at the neck area, resulting in the loss of the high vacuum
      insulation. This renders the shippers useless. A hard-shell shipping enclosure
      is available as an optional accessory to provide additional protection for
      these
      units at an additional cost to the user. The metal construction also adds to
      the
      weight of the container, thereby adding substantially to shipping
      costs.




**The
      CryoPort Solution:**





During
      the past several years, a number of trends have emerged in the
      temperature-sensitive packaging industry as a result of economic and
      technological changes. The Company has focused its product development efforts
      to respond to what it perceives to be the more significant of these trends,
      specifically the following:





·
            Smaller,
                more efficient packaging (increasing thermal
                density);






17




·
            Emphasis
                on decreasing costs and system
                simplification;


·
            Need
                for turnkey services;


·
            Development
                of international programs and
                markets;


·
            Centralization
                of commercial products and services;
                and


·
            Development
                of regulatory standards.





***Smaller,
      More Efficient Packaging.*** **** Advances
      in both materials and manufacturing technology have made it possible to reduce
      the size, weight, complexity and cost of packaging, while increasing the
      capabilities of high performance packaging. These advances are the result of
      developments in the aerospace industry in the areas of high strength, low weight
      materials and thermal technology. The Company is applying this technology in
      its
      product development efforts, and believes that it is at the forefront of
      applying this technology in the public sector. The Company’s development efforts
      are focused on the application of polymers and high volume metal casting and
      forming methods that have traditionally been excluded from the cryogenic
      industry because product quantities have been too low to efficiently utilize
      these materials and methods. 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.





***Emphasis
      on Decreasing Costs and System Simplification.*** **** Because
      current dry vapor LN 2 shipping
      containers are expensive, many users do not keep an ample supply on hand.
      Consequently, some users require that these be returned promptly. This often
      results in very expensive express return shipping which will significantly
      magnify as shipping volumes increase. This has created a demand for smaller,
      lower cost dry vapor LN 2 shipping
      containers. In addition, many users have expressed a strong interest in the
      production of a dry vapor LN 2 shipper
      that is inexpensive enough to be used in a disposable or limited usage manner.
      The current sales price of CryoPort’s reusable shippers range from $735 to
      $1,095. The price range for the proposed CryoPort Express® One-Way Shipper
      System when launched is initially expected to range from $50 to $100 per use,
      depending on size and contractual commitments.





As
      previously noted, dry vapor LN 2 shipping
      containers are made of medium gauge metal that makes them vulnerable to denting
      and breaking and increases shipping costs due to the added weight. Additionally,
      their design requires that they be kept in an upright position to achieve
      advertised hold times. If they are placed in a horizontal position,
      LN 2 can leak
      out or boil off, substantially reducing their hold times. The Company
      anticipates manufacturing its shippers in smaller sizes from lighter weight
      materials that significantly reduce their weight (thereby reducing shipping
      costs) and manufacturing cost, which will allow them to be used one time for
      outbound shipments. Additionally, the patented absorbent used to hold the
      LN 2 much
      more efficiently retains liquid when its shippers are positioned on their sides
      or inverted. The Company has significantly reduced the possible loss of liquid
      nitrogen refrigerant that all dry shippers experience when not kept
      vertical.





***Turnkey
      Services.*** **** The
      pharmaceutical industry depends on clinical trials for Food and Drug
      Administration approval of new drugs. A significant number of these trials
      require frozen transport of specimens obtained from patients in the study.
      A
      number of pharmaceutical companies now specify temperature-sensitive frozen
      packaging and services as part of “turnkey” contracts with contract research
      organizations. To meet the demands of their customers, freight forwarding
      companies, such as World Courier, Federal Express and DHL, take responsibility
      for procuring appropriate packaging, shipping by airline, and delivering the
      specimens to the point of analytical testing. This comprehensive service
      addresses the stringent requirements imposed by pharmaceutical companies to
      ensure appropriate quality control for their clinical studies. The Company
      believes its dry shippers offered by the CryoPort Express® One-Way Shipper
      System will greatly enhance the reliability of the quality control
      required.




18





***Development
      of International Programs and Markets.*** **** The
      biotechnology and pharmaceutical industries are now transnational industries
      with locations in various parts of the industrially developed and developing
      world. Since many products produced by these industries must be shipped in
      temperature-sensitive packaging, the logistical problems presented by longer
      distances, and sometimes unreliable forwarding entities, are becoming of greater
      concern. Weekends, holidays, lost containers, hot weather and indirect courier
      routes all place a strain on the ability of current shipping devices to provide
      appropriate temperatures when extraordinary delays are encountered. Because
      the
      Company’s shippers are able to maintain frozen or cryogenic temperatures of
      minus 150°C, or below, for up to 10 days, its shippers are better able to insure
      the integrity of specimens affected by unexpected shipping delays. Further,
      the
      maximum guaranteed temperature hold time of the Company’s 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 .




***Centralization
      of Commercial Products and Services.*** **** In
      recent
      years, the competitive environment in health care has intensified rapidly,
      while
      increased managed care participation, coupled with Medicare and Medicaid
      reimbursement issues, have placed significant pressure to increase efficiency
      on
      market segments that service the health care industry. These include the
      diagnostic clinical laboratory industry and pharmaceutical industry. In response
      to these, and other pressures, the clinical laboratory industry experienced
      a
      consolidation, through both acquisition and attrition, which resulted in fewer,
      more centralized testing locations, processing a larger volume of specimens.
      With fewer testing sites processing increased volumes, a tremendous strain
      has
      been placed on the traditional modes for transporting these goods.




With
      respect to the pharmaceutical industry, the emergence of international
      pharmaceutical conglomerates through mergers and acquisitions, such as Smith
      Kline Beecham, and the dramatic growth of relatively new companies such as
      Amgen, coupled with the emergence of contract research organizations, such
      as
      Quintiles (with testing laboratories in Atlanta, Georgia, Buenos Aires,
      Edinburgh, Pretoria, Singapore and Melbourne), which contract with
      pharmaceutical companies to handle, among other things, clinical trials and
      testing, means that distribution networks for the transport of
      temperature-sensitive products have become much more complex.




19




The
      Company believes that it has developed, and is developing, products that are
      ideally suited to address the issues presented by these trends.




***Development
      of Regulatory Standards.*** **** The
      shipping of diagnostic specimens, infectious substances and dangerous goods,
      whether via air or ground, falls under the jurisdiction of many state, federal
      and international agencies. The quality of the containers, packaging materials
      and insulation that protect a specimen determine whether or not it will arrive
      in a usable condition. Many of the regulations for transporting dangerous goods
      in the United States are determined by international rules formulated under
      the
      auspices of the United Nations. For example, the International Civil Aviation
      Organization (“ICAO”) is the United Nations organization that develops
      regulations (Technical Instructions) for the safe transport of dangerous goods
      by air. If shipment is by air, compliance with the rules established by IATA
      is
      required. IATA is a trade association made up of airlines and air cargo carriers
      that publishes annual editions of the IATA Dangerous Goods Regulations. These
      regulations interpret and add to the ICAO Technical Instructions to reflect
      industry practices. Additionally, the CDC has regulations (published in the
      Code
      of Federal Regulations) for interstate shipping of specimens, and the
      Occupational Safety and Health Organization (“OSHA”) also addresses the safe
      handling of Class 6.2 Substances. The Company’s DG1000 meets packing instruction
      602 and 650 and is certified for the shipment of Class 6.2 Dangerous Goods
      per
      the requirements of the International Civil Aviation Organization (ICAO)
      Technical Instructions for the Safe Transport of Dangerous Goods by Air and
      the
      International Air Transport Association (IATA).





**Research
      and Development:**





The
      Company’s principal research and development activities for the years 2006 and
      2007 continued to center 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. A unit
      dose shipper was developed for the CryoPort Express® One-Way Shipper System and
      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 and to the design
      of the outer packaging for all sizes of shippers to be offered by the CryoPort
      Express® One-Way Shipper System. The Company’s research and development
      expenditures during the fiscal years ended March 31, 2007 and 2006 were $87,857
      and $254,487, respectively.




**Manufacturing:**





The
      component parts for the Company’s products are primarily manufactured at third
      party manufacturing facilities. The Company also has a warehouse at the
      corporate offices in Brea, California, where the Company is capable of
      manufacturing certain parts and full assembly of its products. Most of the
      components that the Company uses in the manufacture of its products are
      available from more than one qualified supplier. 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 the CryoPort Express® One-Way Shipper System product
      line.




20





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.





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.





**Patents:**





In
      order
      to remain competitive, the Company must develop and maintain protection on
      the
      proprietary aspects of its technologies. The Company relies on a combination
      of
      patents, copyrights, trademarks, trade secret laws and confidentiality
      agreements to protect its intellectual property rights. The Company currently
      holds two issued U.S. trademarks and three issued U.S. patents primarily
      covering various aspects of its products. In addition, the Company intends
      to
      file for additional patents to strengthen its intellectual property rights.
      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. Patents and
      trademarks currently held by the Company include:





Type:
            
            No.
            
            Issued
            
            ExpirationPatent
            
            
            6,467,642
            
            
            Oct.
                22, 2002
            
            
            Oct.
                21, 2022Patent
            
            
            6,119,465
            
            
            Sep.
                19, 2000
            
            
            Sep.
                18, 2020Patent
            
            
            6,539,726
            
            
            Apr.
                1, 2003
            
            
            Mar
                31, 2023Trademark
            
            
            7,583,478,7
            
            
            Oct.
                29, 1999
            
            
            Oct.
                28, 2009Trademark
            
            
            7,586,797,8
            
            
            Dec.
                8, 1999
            
            
            Dec.
                7, 2009





21





The
      Company’s success depends to a significant degree upon its ability to develop
      proprietary products and technologies and to obtain patent coverage for these
      products and technologies. The Company intends to continue to file patent
      applications covering any newly developed products, components, methods and
      technologies. However, there can be no guarantee that any of its pending or
      future filed applications will be issued as patents. There can be no guarantee
      that the U.S. Patent and Trademark Office or some third party will not initiate
      an interference proceeding involving any of its pending applications or issued
      patents. Finally, there can be no guarantee that its issued patents or future
      issued patents, if any, will provide adequate protection from competition,
      as
      discussed below.





Patents
      provide some degree of protection for the Company’s proprietary technology.
      However, the pursuit and assertion of patent rights involve complex legal and
      factual determinations and, therefore, are characterized by significant
      uncertainty. In addition, the laws governing patent issuance and the scope
      of
      patent coverage continue to evolve. Moreover, the patent rights the Company
      possesses or are pursuing generally cover its technologies to varying degrees.
      As a result, the Company cannot ensure that patents will issue from any of
      its
      patent applications, or that any of its issued patents will offer meaningful
      protection. In addition, the Company’s issued patents may be successfully
      challenged, invalidated, circumvented or rendered unenforceable so that its
      patent rights may not create an effective barrier to competition. Moreover,
      the
      laws of some foreign countries may not protect its proprietary rights to the
      same extent, as do the laws of the United States. There can be no assurance
      that
      any patents issued to the Company will provide a legal basis for establishing
      an
      exclusive market for its products or provide it with any competitive advantages,
      or that patents of others will not have an adverse effect on its ability to
      do
      business or to continue to use its technologies freely.





The
      Company may be subject to third parties filing claims that its technologies
      or
      products infringe on their intellectual property. The Company cannot predict
      whether third parties will assert such claims against it or whether those claims
      will hurt its business. If the Company is forced to defend itself against such
      claims, regardless of their merit, the Company may face costly litigation and
      diversion of management’s attention and resources. As a result of any such
      disputes, the Company may have to develop, at a substantial cost, non-infringing
      technology or enter into licensing agreements. These agreements may be
      unavailable on terms acceptable to it, or at all, which could seriously harm
      the
      Company’s business or financial condition.





The
      Company also relies on trade secret protection of its intellectual property.
      The
      Company attempts to protect trade secrets by entering into confidentiality
      agreements with third parties, employees and consultants. It is possible that
      these agreements may be breached, invalidated or rendered unenforceable, and
      if
      so, the Company’s trade secrets could be disclosed to its competitors. Despite
      the measures the Company has taken to protect its intellectual property, parties
      to its agreements may breach confidentiality provisions in its contracts or
      infringe or misappropriate its patents, copyrights, trademarks, trade secrets
      and other proprietary rights. In addition, third parties may independently
      discover or invent competitive technologies, or reverse engineer its trade
      secrets or other technology. Therefore, the measures the Company is taking
      to
      protect its proprietary technology may not be adequate.





22





**Government
      Regulation:**





The
      Company is subject to numerous federal, state and local laws relating to such
      matters as safe working conditions, manufacturing practices, environmental
      protection, fire hazard control, and disposal of hazardous or potentially
      hazardous substances. The Company may incur significant costs to comply with
      such laws and regulations now or in the future.





Users
      of
      the Company’s shippers are subject to state, federal and international
      government and/or agency regulation with respect to the shipment of diagnostic
      specimens, infectious substances and dangerous goods. The quality of the
      containers, packaging materials and insulation that protect a specimen determine
      whether or not it will arrive in a usable condition. Many of the regulations
      for
      transporting dangerous goods in the United States are determined by
      international rules formulated under the auspices of the United Nations.
      Companies shipping certain items must comply with any applicable Department
      of
      Transportation and ICAO regulations, as well as rules established by IATA,
      the
      CDC, OSHA and any other relevant regulatory agency.




**RISK
      FACTORS:**




*You
      should carefully consider all of the material risks of the Company’s business,
      including those described below, in addition to the other information contained
      in this*  *Annual
      Report on Form 10-KSB. This Annual Report on Form 10KSB contains forward-looking
      statements that involve risks and uncertainties. The Company’s actual results
      could differ materially from those contained in the forward-looking statements.
      Factors that may cause such differences include, but are not limited to, those
      discussed below.*





**Concern
      that the Company will continue as a going concern.**




***There
      is uncertainty that the Company will continue as a going concern. The Company
      has a history of operating losses, has substantial outstanding indebtedness
      that
      the Company may be unable to repay or convert to equity and will need to
      carefully manage its liquidity. The Company will continue to need additional
      funds, and if additional capital is not available, the Company may have to
      limit, scale back or cease its operations.***





The
      Company’s consolidated financial statements report recurring losses and an
      accumulated deficit. For the years ended March 31, 2007 and 2006, the Company
      incurred net losses of $2,326,259 and $1,522,101, respectively, and its
      operations have used $710,259 and $1,155,962 of cash, respectively. As of March
      31, 2007 and 2006, the Company had accumulated deficit balances of $9,365,150
      and $7,038,891, respectively




23





At
      March
      31, 2007, the Company had approximately $2,097,666 of outstanding indebtedness
      in the form of short-term and long-term promissory notes and accrued interest.
      Of such amount, $1,857,231 is long-term debt and an additional $240,435 is
      considered short-term debt. Included in this indebtedness are notes representing
      an aggregate of $1,235,500 in principal amount of outstanding indebtedness
      owed
      to four former directors and principal shareholders and $104,000 in principal
      amount to R. Takahashi, a CryoPort Inc. shareholder. These notes represent
      working capital advances made to the Company, for which the indebtedness is
      evidenced by demand notes bearing interest at the rate of 6% per annum and
      which
      provide for repayment in the form of scheduled monthly payments beginning April
      1, 2006. Any funds applied to repay the Company’s outstanding indebtedness will
      not be available to fund its business. The Company may be unable to raise the
      funds necessary to repay its debt and the holders of past due amounts may seek
      to enforce their rights against it.





Based
      on
      presently known commitments and plans the Company expects to fund its operations
      through the second quarter of 2008 mainly from cash from the following sources:
      short term debt financing, proceeds from issuances of common stock, operating
      cash received on accounts receivable, and cash on hand. The Company management
      is currently focused on raising cash to fund the sales and marketing and
      manufacturing process development activities to launch the CryoPort Express®
One-Way Shipper System product line as well as funding continued operations
      through long term debt or equity financing, capital raises from the issuance
      of
      common stock, and equipment lease financing sources.




Revenues
      may not grow in the future, and the Company may not generate sufficient revenues
      for profitability. If the Company becomes profitable, the Company may not be
      able to sustain profitable operations. If the Company is unable to generate
      a
      sufficient amount of sales of its products to fund its operations and repay
      its
      outstanding indebtedness, the Company will need to seek alternative funding
      sources.





The
      Company also expects to incur additional costs towards expansion of its
      manufacturing processes, sales and marketing, research and development and
      administrative functions related to the one-way shipper product line. The
      Company may also need additional funding for possible strategic acquisitions
      of
      synergistic businesses, products and/or technologies. If the Company is unable
      to achieve sufficient long term debt or equity financing, and adequate operating
      funds are not available, the Company may be required to defer or limit some
      or
      all of its manufacturing, sales and marketing, and/or research and development
      projects, which would cause delay in the launch of the CryoPort Express® One-Way
      Shipper System product line.





The
      Company will need to seek alternative funding sources from private or public
      placements of debt or equity, institutional or other lending sources, pursue
      strategic partners, sell certain assets or change operating plans to accommodate
      its liquidity issues. There is no assurance that the Company will be able to
      obtain any additional funds on favorable terms. Further, if the Company issues
      additional equity securities, the new equity securities may have rights or
      warrants or other securities exercisable for, or convertible into its capital
      stock, preferences or privileges senior to those of existing holders of its
      common stock. Any sales of additional shares of the Company’s capital stock are
      likely to dilute its existing shareholders. Alternatively, the Company may
      borrow money from commercial lenders, possibly at high interest rates, which
      will increase the risk of your investment in the Company. The Company may also
      be required to seek funding through licensing to others on products or
      technologies that the Company otherwise would seek to commercialize
      itself.




24




The
      Company’s cash requirements may vary materially from those now planned due to a
      number of factors, including, without limitation, the amount of revenues the
      Company generates from sales of its products, changes in its regulatory and
      marketing programs, production costs, anticipated research and development
      efforts, costs resulting from changes in the focus and direction of its research
      and development programs, and competitive advances that make it harder for
      it to
      market and sell its products. If adequate funds are not available, the Company
      may be required to reduce capital expenditures and delay, scale back or
      eliminate some of its research, development, sales and marketing initiatives,
      which would have a material adverse effect on its business, results of
      operations and ability to achieve profitability.





**Potential
      difficulties or unanticipated cost in establishing product in the
      market.**





***If
      the Company experiences delays, difficulties or unanticipated costs in
      establishing the sales, distribution and marketing capabilities necessary to
      successfully commercialize its products, the Company will have difficulty
      maintaining and increasing its sales.***





The
      Company is continuing to develop sales, distribution and marketing capabilities
      in the Americas, Europe and Asia. It will be expensive and time-consuming for
      it
      to develop a global marketing and sales network. Moreover, the Company may
      choose, or find it necessary, to enter into additional strategic collaborations
      to sell, market and distribute its products. The Company may not be able to
      provide adequate incentive to its sales force or to establish and maintain
      favorable distribution and marketing collaborations with other companies to
      promote its products. In addition, any third party with whom the Company has
      established a marketing and distribution relationship may not devote sufficient
      time to the marketing and sales of its products thereby exposing the Company
      to
      potential expenses in exiting such distribution agreements. The Company, and
      any
      of its third-party collaborators, must also market its products in compliance
      with federal, state, local and international laws relating to the providing
      of
      incentives and inducements. Violation of these laws can result in substantial
      penalties. If the Company is unable to successfully motivate and expand its
      marketing and sales force and further develop its sales and marketing
      capabilities, or if its distributors fail to promote its products, the Company
      will have difficulty maintaining and increasing its sales.




25




**Failure
      to compete effectively.**





***If
      the Company is not able to compete effectively, the Company may experience
      decreased demand for its products, which may result in price
      reductions.***





The
      Company has two significant competitors in the cryogenic shipping container
      industry, Harsco Corporation and Chart Industries, Inc. The Company’s success
      depends upon its ability to develop and maintain a competitive position in
      the
      temperature sensitive dry shipper markets. The Company’s competitors are well
      established with greater financial resources. As a result, they may develop
      products quicker or at lower costs, that may directly compete with the Company’s
      future products.
      In addition, these competitors may develop technologies that render the
      Company’s products obsolete or otherwise noncompetitive.


The
      Company may not be able to improve its products or develop new products or
      technologies quickly enough to maintain a competitive position in its market
      and
      continue to commercially develop its business. Moreover, the Company may not
      be
      able to compete effectively, and competitive pressures may result in less demand
      for its products and impair its ability to become profitable.





**Failure
      to attract or retain skilled personnel.**





***If
      the Company does not attract and retain skilled personnel, the Company will
      not
      be able to expand its business.***




The
      Company’s future success will depend in large part upon its ability to attract
      and retain highly skilled engineering, operational, managerial and marketing
      personnel, particularly as the Company expands its activities in product
      development, and sales and manufacturing. The Company faces significant
      competition for these types of persons from other companies. 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. Consequently, if the
      Company is unable to attract and retain skilled personnel, the Company will
      not
      be able to expand its business.





**Patents,
      trade secrets, and proprietary rights of others.**





***The
      Company’s success depends, in part, on its ability to obtain patent protection
      for the Company’s products, preserve its trade secrets, and operate without
      infringing the proprietary rights of others.***





The
      Company’s policy is to seek to protect its proprietary position by, among other
      methods, filing U.S. and foreign patent applications related to its technology,
      inventions and improvements that are important to the development of its
      business. The Company has three
      U.S. patents relating
      to various aspects of its products. The Company’s patents or patent applications
      may be challenged, invalidated or circumvented in the future or the rights
      granted may not provide a competitive advantage. The Company intends to
      vigorously protect and defend its intellectual property. Costly and
      time-consuming litigation brought by the Company may be necessary to enforce
      its
      patents and to protect its trade secrets and know-how, or to determine the
      enforceability, scope and validity of the proprietary rights of
      others.




26




The
      Company also relies upon trade secrets, technical know-how and continuing
      technological innovation to develop and maintain its competitive position.
      The
      Company typically requires its employees, consultants, advisors and suppliers
      to
      execute confidentiality agreements in connection with their employment,
      consulting, or advisory relationships with the Company. If any of these
      agreements are breached, the Company may not have adequate remedies available
      thereunder to protect its intellectual property or the Company may incur
      substantial expenses enforcing its rights. Furthermore, the Company’s
      competitors may independently develop substantially equivalent proprietary
      information and techniques or otherwise gain access to its proprietary
      technology, or the Company may not be able to meaningfully protect its rights
      in
      unpatented proprietary technology.





The
      Company cannot assure that its current and potential competitors and other
      third
      parties have not filed or in the future, will not file patent applications
      for,
      or have not received or in the future will not receive, patents or obtain
      additional proprietary rights that will prevent, limit or interfere with its
      ability to make, use or sell its products either in the U.S. or internationally.
      In the event the Company was to require licenses to patents issued to third
      parties, such licenses may not be available or, if available, may not be
      available on terms acceptable to the Company. In addition, the Company cannot
      assure that the Company would be successful in any attempt to redesign its
      products or processes to avoid infringement or that any such redesign could
      be
      accomplished in a cost-effective manner. Accordingly, an adverse determination
      in a judicial or administrative proceeding or failure to obtain necessary
      licenses could prevent the Company from manufacturing and selling its products,
      which would harm its business.





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.





**Manufacturing
      delays or interruptions in production.**




***If
      the Company experiences manufacturing delays or interruptions in production,
      then the Company may experience customer dissatisfaction and its reputation
      could suffer*** *.*




If
      the
      Company fails to produce enough products at its own manufacturing facility
      or at
      a third-party manufacturing facility, the Company may be unable to deliver
      products to its customers on a timely basis, which could lead to customer
      dissatisfaction and could harm its reputation and ability to compete. The
      Company currently acquires various component parts for its products from a
      number of independent manufacturers in the United States. The Company would
      likely experience significant delays or cessation in producing its products
      if a
      labor strike, natural disaster, local or regional conflict or other supply
      disruption were to occur at any of its main suppliers. If the Company is unable
      to procure a component from one of its manufacturers, the Company may be
      required to enter into arrangements with one or more alternative manufacturing
      companies which may cause delays in producing its products. In addition, because
      the Company depends on third-party manufacturers, its profit margins may be
      lower, which will make it more difficult for the Company to achieve
      profitability. 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.





27





**Limited
      number of suppliers** .




***Because
      the Company relies on a limited number of suppliers, the Company may experience
      difficulty in meeting its customers’ demands for its products in a timely manner
      or within budget.***




The
      Company currently purchases key components of its products from a variety of
      outside sources. Some of these components may only be available to the Company
      through a few sources, however, management has identified alternative materials
      and suppliers should the need arise. The Company generally does not have
      long-term agreements with any of its suppliers.




Consequently,
      in the event that the Company’s suppliers delay or interrupt the supply of
      components for any reason, the Company could potentially experience higher
      product costs and longer lead times in order fulfillment. Suppliers that the
      Company materially relies upon are Spaulding Composites Company and Lydall
      Thermal Acoustical Sales.





**Potential
      dilution of existing stockholders.**





***If
      the Company is unable to generate sufficient revenue to provide the cash
      required to fund its operations in the future, the Company may be required
      to
      issue additional equity or convertible debt securities to provide its operations
      with additional working capital, which, in turn, will have the effect of
      diluting the relative ownership of its existing
      stockholders.***




The
      Company has supplemented the cash deficit arising from its operations with
      the
      proceeds from the sale of common stock, and will, if necessary, continue to
      supplement with cash from private or public placements of debt or equity. The
      issuance of additional equity or convertible debt securities will have the
      effect of reducing the percentage ownership of its current stockholders. In
      addition, these equity or convertible debt securities may have additional
      rights, preferences or privileges to those of its common stock, such as
      registration rights and preferences in liquidation. In the event the Company
      is
      required to raise additional funds to support its operations, additional funds
      may not be available on terms favorable to its company, or at all. If adequate
      funds are not available or are not available on acceptable terms, the Company
      may not be able to fund its operations or otherwise continue as a going concern.
      As a result, the Company’s auditors have issued a going concern
      opinion.





28





**Liquidity
      of Company common stock.**





***The
      Company’s common stock is subject to penny stock regulation, which may affect
      its liquidity.***





Because
      the Company currently has its shares of common stock quoted on the
      Over-The-Counter Bulletin Board, its shares are subject to regulations of the
      Securities and Exchange Commission (the “Commission”) relating to the market for
      penny stocks. Penny stock, as defined by the Penny Stock Reform Act, is any
      equity security not traded on a national securities exchange or quoted on the
      NASDAQ National or Small Cap Market that has a market price of less than $5.00
      per share. The penny stock regulations generally require that a disclosure
      schedule explaining the penny stock market and the risks associated therewith
      be
      delivered to purchasers of penny stocks and impose various sales practice
      requirements on broker-dealers who sell penny stocks to persons other than
      established customers and accredited investors. The broker-dealer must make
      a
      suitability determination for each purchaser and receive the purchaser's written
      agreement prior to the sale. In addition, the broker-dealer must make certain
      mandated disclosures, including the actual sale or purchase price and actual
      bid
      offer quotations, as well as the compensation to be received by the
      broker-dealer and certain associated persons. The regulations applicable to
      penny stocks may severely affect the market liquidity for its common stock
      and
      could limit your ability to sell your securities in the secondary
      market.





**Sale
      of Company shares may depress share price.**





***The
      sale of substantial shares of the Company’s common stock may depress its stock
      price.***





As
      of
      June 29, 2007, the Company had 39,386,980 shares of common stock outstanding,
      and the last reported sales price of its common stock on the PinkSheets was
      $1.70 per share. The Company could also issue up to approximately 10,724,000
      additional shares of common stock upon the exercise of outstanding options
      and
      warrants as of June 29, 2007 as further described in the following
      table:





**Description
                of instrument**
            
            **Number
                of Shares Outstanding**
            
            **Weighted
                Average Per Share Exercise Price**Common
                shares issuable upon exercise of outstanding stock options and
                warrants
            
            
            10,572,000
            
            $
            0.44Common
                shares issuable upon conversion of convertible debt
            
            
            152,000
            
            $
            0.15Total
            
            
            10,724,000
            
            $
            0.44





29





**Accounting
      for Stock Options.**





***A
      recently adopted change in the way companies must account for stock options
      may
      affect the Company’s earnings and cause the Company to change its compensation
      practices.*** **





On
      April 1, 2006, the Company adopted Statement of Financial Accounting
      Standards No. 123 (revised 2004), *Share-Based
      Payment* ,
      (“SFAS
      123(R)”) which establishes standards for the accounting of transactions in which
      an entity exchanges its equity instruments for goods or services, primarily
      focusing on accounting for transactions where an entity obtains employee
      services in share-based payment transactions. SFAS No. 123(R) requires a
      public entity to measure the cost of employee services received in exchange
      for
      an award of equity instruments, including stock options, based on the grant-date
      fair value of the award and to recognize it as compensation expense over the
      period the employee is required to provide service in exchange for the award,
      usually the vesting period. SFAS 123(R) supersedes the Company’s previous
      accounting under Accounting Principles Board Opinion No. 25, *Accounting
      for Stock Issued to Employees* (“APB
      25”). In March 2005, the Securities and Exchange Commission issued Staff
      Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). The
      Company has applied the provisions of SAB 107 in its adoption of SFAS
      123(R).




The
      Company adopted SFAS 123(R) using the modified prospective transition method,
      which requires the application of the accounting standard as of April 1,
      2006, the first day of the Company’s fiscal year 2007. The Company’s
      consolidated financial statements as of and for the year ended March 31, 2007
      reflect the impact of SFAS 123(R). In accordance with the modified prospective
      transition method, the Company’s consolidated financial statements for prior
      periods have not been restated to reflect, and do not include, the impact of
      SFAS 123(R). SFAS 123(R) requires companies to estimate the fair value of
      share-based payment awards on the date of grant using an option-pricing model.
      The value of the portion of the award that is ultimately expected to vest is
      recognized as expense over the requisite service periods in the Company’s
      consolidated statement of operations. Prior to the adoption of SFAS 123(R),
      the
      Company accounted for stock-based awards to employees and directors using the
      intrinsic value method in accordance with APB 25 as allowed under Statement
      of
      Financial Accounting Standards No. 123, *Accounting
      for Stock-Based Compensation* (“SFAS
      123”). Under the intrinsic value method, no stock-based compensation expense had
      been recognized in the Company’s consolidated statements of operations, other
      than as related to option grants to employees and consultants below the fair
      market value of the underlying stock at the date of grant.




30




Stock-based
      compensation expense recognized during the period is based on the value of
      the
      portion of share-based payment awards that is ultimately expected to vest during
      the period.




Stock-based
      compensation expense recognized in the Company’s consolidated statement of
      operations for the year ended March 31, 2007 included compensation expense
      for
      share-based payment awards granted prior to, but not yet vested as of March
      31,
      2006 based on the grant date fair value estimated in accordance with the pro
      forma provisions of SFAS 123 and compensation expense for the share-based
      payment awards granted subsequent to March 31, 2006 based on the grant date
      fair value estimated in accordance with the provisions of SFAS 123(R). As
      stock-based compensation expense recognized in the consolidated statement of
      operations for the year ended March 31, 2007 is based on awards ultimately
      expected to vest, it has been reduced for estimated forfeitures, if any. SFAS
      123(R) requires forfeitures to be estimated at the time of grant and revised,
      if
      necessary, in subsequent periods if actual forfeitures differ from those
      estimates. The estimated average forfeiture rates for the year ended March
      31,
      2007 was zero as the options are fully vested as of the date of the grant.
      There
      were 1,258,950 warrants and no stock options granted to employees and directors
      during the year ended March 31, 2007.




SFAS
      123(R) requires the cash flows resulting from the tax benefits which is caused
      from tax deductions in excess of the compensation cost recognized for those
      options to be classified as financing cash flows. Due to the Company’s loss
      position, there were no such tax benefits during the year ended March 31, 2007.
      Prior to the adoption of SFAS 123(R) those benefits would have been reported
      as
      operating cash flows had the Company received any tax benefits related to stock
      option exercises.





**ITEM
              2.**
            **DESCRIPTION
                OF PROPERTY****.**





The
      Company’s corporate, research and development, and warehouse facilities are
      located in one Company-leased office and warehouse building with approximately
      8,000 square feet. The facilities are located at 451 Atlas Street, Brea,
      California 92821. The Company currently makes lease payments of $7,500 per
      month, due at the beginning of each month, pursuant to a month-to-month lease
      with a 60 day notification requirement. The landlord is Curley Family
      Investments. The facilities are in good condition and are suitable for the
      Company’s current requirements. The Company currently does not own any real
      property.




31





**ITEM
              3.**
            **LEGAL
                PROCEEDINGS.**





The
      Company is not currently a party to any pending, nor is the Company aware of
      any
      threatened, legal, governmental, administrative or judicial
      proceedings.





**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS.**





During
      fiscal year ended March 31, 2007 and through June 29, 2007 no matters arose
      which required submission to a vote of the Company’s security holders.





32




**PART
      II**





**ITEM
                  5.**
                **MARKET
                    PRICE FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                    MATTERS.**





The
      Company’s Form 10-SB became effective in February, 2006. Shares in common stock
      have never traded on any securities exchange. In February 2007, the Company
      requested Spartan Securities, of Boca Raton, Florida to file a 15c-211 Broker
      Registration with the National Association of Security Dealers (NASD) to permit
      its common stock to trade on the over-the-counter bulletin board (OTCBB). As
      of
      June 29, 2007, the Form 211 application is in its final comment stages with
      the
      NASD. There can be no assurance that an active public market for the Company’s
      common stock will develop or be sustained.





Presently,
      the Company’s common stock is traded through the PinkSheets under the symbol
      CYRX.PK. The Company’s stock is considered penny stock and is, therefore,
      subject to the Securities Enforcement Remedies and Penny Stock Reform Act of
      1990. Penny stock is defined as any equity security not traded on a national
      stock exchange or quoted on NASDAQ and that has a market price of less than
      $5.00 per share. Additional disclosure is required in connection with any trades
      involving a stock defined as a penny stock (subject to certain exceptions),
      including the delivery, prior to any such transaction, of a disclosure schedule
      explaining the penny stock market and the associated risks. Broker-dealers
      who
      recommend such low-priced securities to persons other than established customers
      and accredited investors satisfy special sales practice requirements, including
      a requirement that they make an individualized written suitability determination
      for the purchase and receive the purchaser's written consent prior to the
      transaction **.** Prior
      to
      January, 2005, there was no published price for the Company’s common stock on
      the PinkSheets.








Fiscal
                2007
            
            High
            
            Low1st
                Quarter
            
            $
            4.20
            
            $
            2.002nd
                Quarter
            
            
            2.50
            
            
            0.503rd
                Quarter
            
            
            0.53
            
            
            0.204th
                Quarter
            
            
            2.00
            
            
            0.28





33




Fiscal
                2006
            
            High
            
            Low1st
                Quarter
            
            $
            6.10
            
            $
            4.982nd
                Quarter
            
            
            6.35
            
            
            5.503rd
                Quarter
            
            
            6.34
            
            
            4.904th
                Quarter
            
            
            6.05
            
            
            4.00





As
      of
      June 29, 2007, the quoted price of the Company’s stock was $1.70. Stockholders
      are urged to obtain current market quotations for the Company’s common
      stock.




**Description
      of Securities**





**Common
      Stock:**





The
      Company’s Articles of Incorporation, filed on May 25, 1990, authorizes the
      issuance of 5,000,000 shares of Common Stock at a par value of $0.001 per share.
      The Articles of Incorporation were amended and restated on October 12, 2004,
      to
      authorize the issuance of 100,000,000 shares of Common Stock at a par value
      of
      $0.001 per share. As of June 29, 2007, there were 39,386,980 shares of common
      stock issued and outstanding shares held by 465 shareholders of record. Holders
      of Common Stock are entitled to one vote for each share on all matters to be
      voted on by the stockholders. Holders of Common Stock have no cumulative voting
      rights. Holders of shares of Common Stock are entitled to share ratable in
      dividends, if any, as may be declared from time to time by the Board of
      Directors in its discretion, from funds legally available therefore. In the
      event of liquidation, dissolution, or winding up of the Company, the holders
      of
      shares of Common Stock are entitled to share pro rata all assets remaining
      after
      payment in full of all liabilities. Holders of Common Stock have no pre-emptive
      or other subscription rights, and there are no conversion rights or redemption
      or sinking fund provisions with respect to such shares. All of the outstanding
      Common Stock is, and the shares offered by the Company pursuant to this offering
      will be, issued and delivered, fully paid and non-assessable.





**Preferred
      Stock:**





There
      is
      no preferred stock authorized.





**Stock
      Options and Warrants:**




As
      of
      June 29, 2007 there were outstanding stock options and warrants to purchase
      up
      to 10,572,021 shares of the Company’s common stock. The outstanding options and
      warrants were issued by the Company in connection with various debt and equity
      financings and compensation agreements. These options and warrants are
      exercisable at prices ranging from $0.04 to $1.00 per share, with a weighted
      average exercise price of $0.44 per share, and have expiration dates ranging
      from June 16, 2007 to January 2017.





34





**Transfer
      Agent and Registrar:**





The
      Transfer Agent and Registrar for the Company’s Common Stock is Integrity Stock
      Transfer, 2920 N. Green Valley Parkway, Building 5 - Suite 527, Henderson,
      Nevada, 89014.





**Dividends:**





The
      Company has not paid any dividends on its common stock and does not expect
      to do
      so in the foreseeable future. The Company intends to apply any future earnings
      to expanding its operations and related activities.





The
      payment of cash dividends in the future will be at the discretion of the Board
      of Directors and will depend on such factors as earnings levels, capital
      requirements, the Company’s financial condition and other factors deemed
      relevant by the Board of Directors. In addition, the Company’s ability to pay
      dividends may become limited under future loan or financing agreements of the
      Company that may restrict or prohibit the payment of dividends.





**Recent
      Sales of Unregistered Securities:**




The
      following is a summary of transactions by the Company during the past three
      years involving the issuance and sale of the Company’s securities that were not
      registered under the Securities Act of 1933, as amended (the “Securities Act”).
      All securities sold by the Company were sold to individuals, trusts or others
      as
      accredited investors as defined under Regulation D under the Securities Act,
      as
      amended.





During
      fiscal 2007, 4,692,000 shares of the Company’s common stock were sold to
      investors at an average price of $0.22 per share resulting in proceeds of
      $902,028 to the Company, net of issuance costs of $112,372.





During
      fiscal 2007, the Company issued 8,333 shares of common stock resulting from
      exercises of warrants at an average exercise price of $0.30 per share resulting
      in proceeds of $2,500.




During
      fiscal 2006, 142,000 shares of the Company’s common stock were sold to investors
      at a price of $3.50 per share resulting in proceeds of $435,540 to the Company,
      net of issuance costs of $61,460.




35




During
      fiscal 2006, the Company issued 71,592 shares of common stock resulting from
      cashless exercises of 82,134 warrants converted using an average market price
      of
      approximately $5.80 per share resulting in 10,621 warrants used for the cashless
      conversion.




During
      fiscal 2006, the Company issued 159,999 shares of common stock resulting from
      exercises of warrants at an average exercise price of approximately $0.34 per
      share resulting in proceeds of $55,000.




The
      following schedules list the sales of shares of common stock net of offering
      costs (excluding exercises of options and warrants) and issuances of options
      and
      warrants during the fiscal years ended 2007 and 2006.




Fiscal
                2007Common
                Stock
            
            Warrants
            
            Options$
            
            Shares
            
            Avg
                Price
            
            Issued
            
            Ex.
                Price
            
            Issued
            
            Ex.
                PriceQtr
                1
            
            $
            22,185
            
            
            17,000
            
            $
            1.50
            
            
            -
            
            
            -
            
            
            -
            
            
            -Qtr
                2
            
            
            166,605
            
            
            188,000
            
            $
            1.02
            
            
            846,750
            
            $
            1.00
            
            
            -
            
            
            -Qtr
                3
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Qtr
                4
            
            
            713,238
            
            
            4,487,000
            
            $
            0.18
            
            
            412,200
            
            $
            0.28
            
            
            -
            
            
            -$
            902,028
            
            
            4,692,000
            
            
            
            
            
            1,258,950
            
            
            
            
            
            -





Fiscal
                2006Common
                Stock
            
            Warrants
            
            Options$
            
            Shares
            
            Avg
                Price
            
            Issued
            
            Ex.
                Price
            
            Issued
            
            Ex.
                PriceQtr
                1
            
            $
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Qtr
                2
            
            
            240,660
            
            
            78,000
            
            $
            3.50
            
            
            -
            
            
            -
            
            
            -
            
            
            -Qtr
                3
            
            
            109,620
            
            
            36,000
            
            $
            3.50
            
            
            -
            
            
            -
            
            
            -
            
            
            -Qtr
                4
            
            
            85,260
            
            
            28,000
            
            $
            3.50
            
            
            -
            
            
            -
            
            
            -
            
            
            -$
            473,040
            
            
            142,000
            
            
            
            
            
            -
            
            
            
            
            
            -




The
      issuances of the securities of the Company in the above transactions were deemed
      to be exempt from registration under the Securities Act by virtue of Section
      4(2) thereof or Regulation D promulgated thereunder, as a transaction by an
      issuer not involving a public offering. With respect to each transaction listed
      above, no general solicitation was made by either the Company or any person
      acting on the Company’s behalf; the securities sold are subject to transfer
      restrictions; and the certificates for the shares contained an appropriate
      legend stating such securities have not been registered under the Securities
      Act
      and may not be offered or sold absent registration or pursuant to an exemption
      therefrom.





36





**Other
      Securities Activities:**





In
      February 2007, the Company requested Spartan Securities, of Boca Raton, Florida
      to file a Form 15c-211 Broker Registration with the National Association of
      Security Dealers (NASD). As of the filing date of this report, the Form 211
      application is in its final comment stages with the NASD.




**ITEM
                  6.**
                **MANAGEMENT’S
                    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION****.**




**Liquidity
      and Capital Resources**





**Total
      assets**




Cryoport,
      Inc. (the “Company”), was originally formed with the intention to first develop
      a reusable line of cryogenic shippers and once underway, to begin the research
      and development of a disposable, one-way cryogenic shipper. Since initial
      formation the company has not had the funds to fully implement its business
      plan. The reusable line of cryogenic shippers has been in production since
      2002,
      however, anticipated difficulties in penetrating the well established market
      for
      reusable cryogenic shippers, as well as a need for continuous redevelopment
      of
      the product line has allowed for only limited revenue generation from the sale
      of the reusable cryogenic shipper. During this time, the Company maintained
      research and development activities focused on the new product line of the
      CryoPort Express® One-Way Shipper System. Until the beginning of fiscal year
      2006, the limited revenues produced from the reusable product line along with
      limited capital funding required the Company to assign only minimal resources
      to
      the development of the one-way cryogenic shippers. The Company continues to
      raise funds to allow the Company to focus on accelerating the development and
      launch of the CryoPort Express® One-Way Shipper System product line. The Company
      is focusing significant resources to the market research and product development
      of the CryoPort Express® One-Way Shipper System with the goal of launching the
      new product into the market during the second quarter of fiscal year 2008.
      While
      it had been the Company’s plan to introduce the CryoPort Express® One-Way
      Shipper System product line in limited quantities to selective customers during
      the second quarter of fiscal year 2007, lack of adequate funding, has caused
      the
      Company to revise the estimates for the product release as well as for the
      ramp-up timetables related to the product manufacturing and sales and marketing
      activities. A broad launch to the general market expected to follow after
      feedback from this introductory distribution of the CryoPort Express® One-Way
      Shipper System is received and customer demand is further understood. A higher
      volume demand is expected to develop as pharmaceutical products requiring
      cryogenic or frozen protection come to market.




37




The
      Company has discussed development of a shipper from the one-way product line
      under confidentiality agreements for drug delivery with several vaccine
      manufacturers. Although the Company has received and fulfilled purchase orders
      from these vaccine manufacturers, the Company does not currently have any
      pending purchase orders. These potential customers for the new CryoPort Express®
One-Way Shipper System are currently using the Company’s reusable shippers in
      clinical trials. To address the high volume ramp up necessary to provide these
      customers with one-way shippers, the Company is currently involved in
      negotiations for a manufacturing and distribution partnership with two large,
      and well established manufacturing companies.





**General
      Overview**




The
      following discussion and analysis of the Company’s financial condition and
      results of operations should be read in conjunction with the audited
      consolidated balance sheets as of March 31, 2007 and 2006 and the related
      consolidated statements of operations, cash flows and stockholders’ deficit for
      the years ended March 31, 2007 and 2006, and the related notes to the
      consolidated financial statements (see Part II, Item 7 - Financial Statements).
      This discussion contains forward-looking statements, based upon current
      expectations that involve risks and uncertainties, such as the Company’s plans,
      objectives, expectations and intentions.




**Going
      Concern**




As
      reported in the Report of Independent Registered Public Accounting Firm on
      the
      Company’s March 31, 2007 and 2006 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.




There
      are
      significant uncertainties which negatively affect the Company’s operations.
      These are principally related to (i) the limited distribution network for the
      Company’s reusable product line, (ii) the early stage development of the
      Company’s one-way product and the possible need to enter a strategic
      relationship with a larger manufacturer capable of high volume production and
      distribution, (iii) the absence of any commitment or firm orders from key
      customers in the Company’s target markets for the reusable or the one-way
      shippers, (iv) the success in bringing products concurrently under development
      to market with the Company’s key customers. Moreover, there is no assurance as
      to when, if ever, the Company will be able to conduct the Company’s operations
      on a profitable basis. The Company’s limited sales to date for the Company’s
      product, the lack of any purchase requirements in the existing distribution
      agreements and those currently under negotiations, make it impossible to
      identify any trends in the Company’s business prospects. There is no assurance
      the Company will be able to generate sufficient revenues or sell any equity
      securities to generate sufficient funds when needed, or whether such funds,
      if
      available, will be obtained on terms satisfactory to the Company.




38




The
      Company has not generated significant revenues from operations and has no
      assurance of any future significant revenues. The Company incurred net losses
      of
      $2,326,259 and $1,522,101 for the years ended March 31, 2007 and 2006
      respectively. In addition, at March 31, 2007 the Company’s accumulated deficit
      was $9,365,150 and the Company had a negative working capital deficit of
      $478,396. As of June 30, 2007 the Company currently has a cash balance of
      approximately $582,000. Management recognizes that the Company must obtain
      additional capital for the further development and launch of the one-way product
      and the eventual achievement of sustained profitable operations.




The
      Company anticipates that unless it is able to raise or generate proceeds of
      at
      least $3,000,000 within the next 6 to 12 months, it will be unable to fully
      execute its business plan, which will result in it not growing at the desired
      rate. Should this situation occur, management is committed to operating on
      a
      smaller scale until generated revenues or future funding can support
      expansion.




In
      order
      to continue as a going concern, management has begun taking the following
      steps:




1)
            Continuing
                to obtain additional capital through private placement offerings
                of common
                stock under Regulation D. Management anticipates that the additional
                proceeds from this offering, if obtained, will provide 8 to 12 months
                of
                additional operating capital.




2)
            Obtain
                immediate funds through short-term debt financing. Management anticipates
                that the proceeds from this borrowing, if obtained, will provide
                3 to 6
                months of operating capital.




3)
            Obtain
                adequate funding for long term operations through debt or equity
                financing. The Company management is currently focusing on raising
                cash to
                fund the sales and marketing and manufacturing process development
                activities to launch the one-way product line as well as funding
                continued
                operations through long term debt or equity
                financing.




4)
            Continuing
                to maintain minimal operating expenditures through stringent cost
                containment measures. The Company’s largest expenses currently relate to
                personnel and meeting the legal and reporting requirements of a public
                company.




5)
            Utilizing
                part-time consultants and asking employees to manage multiple roles
                and
                responsibilities whenever possible to keep operating costs
                low.




6)
            Continuing
                to require that key employees and the Company’s Board of Directors receive
                Company stock warrants in lieu of cash as all or part of their
                compensation in an effort to minimize monthly cash flow. With this
                strategy the Company has established a critical mass of experienced
                business professionals capable of taking the Company
                forward.




39




7)
            Cautiously
                and gradually adding key sales, marketing, engineering, scientific
                and
                operating personnel only as available funds permit and as necessary
                to
                help launch the one-way product line and to expand the Company’s product
                offerings in the cryogenic shipping markets, leading to additional
                revenues and profits.




8)
            Adding
                other expenses such as customer service, administrative and operations
                staff only as available funds permit and commensurate with increased
                sales
                volumes and revenues.




9)
            Focusing
                current research and development efforts only on the development
                of
                production processes and distribution methods for the newly developed
                one-way shipper product line.




**Research
      and Development**




Due
      to
      the ongoing nature of the research, the Company is unable to ascertain with
      certainty the total estimated completion dates and costs associated with all
      phases. As with any research effort, there is uncertainty and risk associated
      with whether these efforts will produce results in a timely manner so as to
      enhance the Company’s market position. For the years ended March 31, 2007 and
      2006, research and development costs were $87,857 and $254,487, respectively.
      Company sponsored research and development costs related to future products
      and
      redesign of present products are expensed as incurred and include such costs
      as
      salaries, employees benefits and costs determined utilizing the Black-Scholes
      option-pricing model for options issued to the Scientific Advisory Board and
      prototype design and materials costs.





**Liquidity
      and Capital Reserves**




As
      of
      March 31, 2007 the Company’s current liabilities of $914,288 exceeded current
      assets of $435,892 by $478,396. Approximately 19% of current liabilities
      represent accrued payroll for executives who have opted to defer taking salaries
      until the Company has achieved positive operating cash flows.




Total
      assets increased to $483,687 at March 31, 2007 from $293,505 at March 31, 2006
      as a result of cash received from the sale of common stock partially offset
      by
      cash funds used in operating activities.




The
      Company’s total outstanding indebtedness increased to $2,771,519 at March 31,
      2007 from $2,443,541 at March 31, 2006 primarily from the issuance of
      convertible debentures and increases in accrued interest on notes payable,
      accounts payable and combined accrued current and long term salaries which
      were
      partially offset by a decrease in accrued expenses and a decrease in warranty
      costs related to the decreased sale




40




On
      May
      12, 2006, the Company arranged for short term financing of $175,000, pursuant
      to
      a Loan Agreement and related Secured Promissory Note with Ventana Group, LLC.
      Disbursements to the Company under the Loan Agreement are based on achievement
      of milestones reached towards finalizing a long term equity financing agreement.
      The note is secured by machinery and equipment owned by the Company. During
      the
      year ended March 31, 2007, the Company had received $80,000 of funds and
      recorded $47,729 of interest and financing fees expense pursuant to this Loan
      Agreement. Per the terms of the note, on February 22, 2007 the Company paid
      the
      total $47,729 interest and financing fees and repaid the $80,000 principal
      balance of the note. As of March 31, 2007 there are no remaining outstanding
      balances due under this note.




The
      Company has a non-interest bearing note payable to a third party lender which
      was due in April 2003. The Company is scheduled to make monthly payments of
      $2,000 as agreed with the third party lender. During the year ended March 31,
      2007 the Company made no payments against the balance of this note. As of March
      31, 2007 and 2006, the remaining unpaid balance was $59,440 and $59,440,
      respectively.




As
      of
      March 31, 2007 and 2006, the Company had aggregate principal balances of
      $1,339,500 and $1,369,500 respectively, in outstanding unsecured indebtedness
      owed to five related parties, including four former members of the board of
      directors representing working capital advances made to the Company from
      February 2001 through March 2005. These notes bear interest at the rate of
      6%
      per annum and provide for aggregate monthly principal payments which began
      April
      1, 2006 of $2,500, and which increase by an aggregate of $2,500 every six months
      to a maximum of $10,000 per month. Any remaining unpaid principal and accrued
      interest is due at maturity on various dates through March 1, 2015.




Related
      party interest expense under these notes was $85,595 and $79,179 for the years
      ended March 31, 2007 and 2006, respectively. Accrued interest, which is included
      in notes payable in the accompanying balance sheet, related to these notes
      amounted to $404,341 and $318,746 as of March 31, 2007 and 2006, respectively. As
      of
      March 31, 2007, the Company had not made the required payments under the related
      party notes which were due on January 1, February 1, and March 1, 2007. However,
      pursuant to the note agreements, the Company has a 120-day grace period to
      pay
      missed payments before the notes are in default. On April 29, 2007 and May
      30,
      2007, the Company paid the January 1 and February 1 payments respectively,
      due
      on these related party notes. Management expects to continue to pay all payments
      due prior to the expiration of the 120-day grace periods.




In
      October 2006, the Company entered into an Agency Agreement with a broker to
      raise capital in a private placement offering of convertible debentures under
      Regulation D. As of March 31, 2007, the Company received $120,000 under this
      private placement offering of convertible debenture debt. Related to the
      issuance of the convertible debentures, the Company paid commissions to the
      broker totaling $15,600, which were capitalized as deferred financing costs.
      During the year ended March 31, 2007, the Company amortized $10,901 of deferred
      financing costs to interest expense.




41




Per
      the
      terms of the convertible debenture agreements, the notes have a term of 180
      days
      from issuance and are redeemable by the Company with two days notice. The notes
      bear interest at 15% per annum and are convertible into shares of the Company’s
      common stock at a ratio of 6.67 shares for every dollar of debt converted.
      The
      proceeds of the convertible notes have and will be used in the ongoing
      operations of the Company. During the year ended March 31, 2007, the Company
      recorded interest expense of $6,073 related to these notes.




In
      connection with the issuance of the convertible debt, the Company recorded
      a
      debt discount totaling $106,167 related to the beneficial conversion feature
      of
      the notes. The Company is amortizing the debt discount using the effective
      interest method through the maturity dates of the notes. During the year ended
      March 31, 2007, the Company recorded additional interest expense of $76,529
      related to the amortization of the debt discounts. In
      May of
      2007, a portion of these convertible notes with aggregate principal balances
      of
      $98,500 and accrued interest of $6,969 were converted into 703,478 shares of
      common stock. The interest on the convertible notes was accrued at 15% per
      annum
      through the conversion dates. The notes were converted into common stock at
      a
      ratio of 6.67 shares for every dollar of debt converted, representing $0.15
      per
      share.




In
      August
      2006, Peter Berry, the Company’s Chief Executive Officer, agreed to convert his
      deferred salaries to a long term note payable. Under the terms of this note,
      monthly payments of $3,000 will be made to Mr. Berry beginning in January 2007.
      In January 2008, these payments will increase to $6,000 and remain at that
      amount until the loan is fully paid in December 2010. Interest of 6% per annum
      on the outstanding principal balance of the note will begin to accrue January
      1,
      2008 and will be paid on a monthly basis along with the monthly principal
      payment beginning in January 2008. As of March 31, 2007, the total amount of
      deferred salaries under this arrangement was $242,950 and is recorded as a
      long
      term liability in the accompanying consolidated balance sheet.




The
      following table lists all notes payable and their principal balances as of
      March
      31, 2007:


Lender
              
              Origination
                  Date
              
              Maturity
                  Date
              
              Principal
                  Bal.
                March
                  31, 2007
              
              Interest
                  RatePatrick
                  Mullens
              
              
              Aug.
                  2001
              
              
              Jun.
                  2011
              
              $
              380,500
              
              
              6
              %Marc
                  Grossman
              
              
              Feb.
                  2001
              
              
              Sep.
                  2011
              
              $
              324,000
              
              
              6
              %David
                  Petreccia
              
              
              Apr.
                  2001
              
              
              Mar.
                  2011
              
              $
              281,000
              
              
              6
              %Jeffrey
                  Dell
              
              
              Aug.
                  2001
              
              
              Nov.
                  2009
              
              $
              250,000
              
              
              6
              %Raymond
                  Takahashi
              
              
              Jun.
                  2003
              
              
              Feb.
                  2008
              
              $
              104,000
              
              
              6
              %Peter
                  Berry
              
              
              Sep.
                  2006
              
              
              Dec.
                  2010
              
              $
              242,950
              
              
              6
              %Convertible
                  Debentures
              
              
              Nov.
                  2006
              
              
              Jun.
                  2007
              
              $
              120,000
              
              
              15
              %Falk,
                  Shaff & Ziebell
              
              
              Mar.
                  2002
              
              
              Jun.
                  2008
              
              $
              59,440
              
              
              n/a





42




The
      Company has incurred negative cash flows from operations of $710,259 for the
      year ended March 31, 2007 due to decreased sales of the Company’s reusable
      product group resulting from the Company’s shift in its sales and marketing
      focus during the third quarter of fiscal 2006 to the development and planned
      introduction of the CryoPort Express® One-Way Shipper System, and to the
      operating costs related to the maintenance of minimal selling, general and
      administrative and research and development activities to support the
      development of the new product line. These negative cash flows from operations
      for the year ended March 31, 2007 have been financed through proceeds from
      funds
      raised by issuance of common stock and convertible debentures. Net proceeds
      from
      issuances of common stock were $902,028 for the year ended March 31, 2007.
      Proceeds from exercise of warrants were $2,500 for the year ended March 31,
      2007. During the year ended March 31, 2007, net proceeds from issuances of
      convertible debentures were $104,400 and proceeds from other note payable
      borrowings were $92,700. Repayments of notes payable principal balances during
      the year ended March 31, 2007 were $122,700.




The
      Company’s cash balance as of March 31, 2007 was $264,392. Based on presently
      known commitments and plans the Company expects to fund its operations through
      the second quarter of calendar year 2008 mainly from cash from the following
      sources: proceeds from issuances of common stock, short term debt financing,
      operating cash received on accounts receivable, and cash on hand. The Company
      management is currently focused on raising cash to fund the sales and marketing
      and manufacturing process development activities to launch the CryoPort Express®
One-Way Shipper System product line as well as funding continued operations
      through long term debt or equity financing, capital raises from the issuance
      of
      common stock, and equipment lease financing sources.




43




The
      Company does not expect to incur any material capital expenditures until
      adequate long term funding is obtained for the launch of the CryoPort Express®
One-Way Shipper System or sales volumes increase substantially. Future capital
      expenditures for manufacturing equipment for the launch of the CryoPort Express®
One-Way Shipper System are expected to be funded out of lease financing.




**Critical
      Accounting Policies:**




The
      Company’s consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States. The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. The
      Company bases its estimates on historical experience and on various other
      assumptions that are believed to be reasonable under the circumstances, the
      results of which form the basis of making judgments about the carrying values
      of
      assets and liabilities that are not readily apparent from other sources. Actual
      results may differ from these estimates under different assumptions or
      conditions, however, in the past the estimates and assumptions have been
      materially accurate and have not required any significant changes. Specific
      sensitivity of each of the estimates and assumptions to change based on other
      outcomes that are reasonably likely to occur and would have a material effect
      is
      identified individually in each of the discussions of the critical accounting
      policies described below. Should the Company experience significant changes
      in
      the estimates or assumptions which would cause a material change to the amounts
      used in the preparation of the Company’s financial statements, material
      quantitative information will be made available to investors as soon as it
      is
      reasonably available.




The
      Company believes the following critical accounting policies, among others,
      affect the Company’s more significant judgments and estimates used in the
      preparation of the Company’s financial statements:




*Allowance
      for Doubtful Accounts.* The
      Company maintains allowances for doubtful accounts for estimated losses
      resulting from the inability of the Company’s customers to make required
      payments. The allowance for doubtful accounts is based on specific
      identification of customer accounts and the Company’s best estimate of the
      likelihood of potential loss, taking into account such factors as the financial
      condition and payment history of major customers. The Company evaluates the
      collectibility of the Company’s receivables at least quarterly. Such costs of
      allowance for doubtful accounts is subject to estimates based on the historical
      actual costs of bad debt experienced, total accounts receivable amounts, age
      of
      accounts receivable and any knowledge of the customers’ ability or inability to
      pay outstanding balances. If the financial condition of the Company’s customers
      were to deteriorate, resulting in impairment of their ability to make payments,
      additional allowances may be required. The differences could be material and
      could significantly impact cash flows from operating activities.




44




*Inventory.* The
      Company writes down the Company’s inventory for estimated obsolescence or
      unmarketable inventory equal to the difference between the cost of inventory
      and
      the estimated market value based upon assumptions about future demand, future
      pricing and market conditions. Inventory reserve costs are subject to estimates
      made by the company based on historical experience, inventory quantities, age
      of
      inventory and any known expectations for product changes. If actual future
      demands, future pricing or market conditions are less favorable than those
      projected by management, additional inventory write-downs may be required and
      the differences could be material. Such differences might significantly impact
      cash flows from operating activities. Once established, write-downs are
      considered permanent adjustments to the cost basis of the obsolete or
      unmarketable inventories.




*Intangible
      Assets.* The
      Company has adopted SFAS No.142, “Goodwill and Other Intangible Assets.” SFAS
      No. 142 requires that goodwill and intangible assets that have indefinite lives
      not be amortized but rather be tested at least annually for impairment, and
      intangible assets that have finite useful lives be amortized over their useful
      lives. If the Company’s patents and trademarks are challenged, current values
      could become impaired. Currently the Company is not aware of any existing
      infringements or other such challenges to its patents or trademarks that would
      cause possible impairment to their values.




SFAS
      No.
      142 provides specific guidance for testing goodwill and intangible assets that
      will not be amortized for impairment.  Goodwill will be subject to
      impairment reviews by applying a fair-value-based test at the reporting unit
      level, which generally represents operations one level below the segments
      reported by the Company.  An impairment loss will be recorded for any
      goodwill that is determined to be impaired.  The Company performs
      impairment testing on all existing goodwill at least annually.




*Impairment
      of Long-Lived Assets.* The
      Company assesses the recoverability of the Company’s long-lived assets by
      determining whether the depreciation and amortization of long-lived assets
      over
      their remaining lives can be recovered through projected undiscounted cash
      flows. The amount of long-lived asset impairment is measured based on fair
      value
      and is charged to operations in the period in which long-lived asset impairment
      is determined by management. Manufacturing fixed assets are subject to
      obsolescence potential as result of changes in customer demands, manufacturing
      process changes and changes in materials used. The Company is not currently
      aware of any such changes that would cause impairment to the value of its
      manufacturing fixed assets.




45




*Accrued
      Warranty Costs* ***.*** **** The
      Company estimates the costs of the standard warranty, included with the reusable
      shippers at no additional cost to the customer for a period up to one year.
      These estimated costs are recorded as accrued warranty costs at the time of
      product sale. These estimated costs are subject to estimates made by the Company
      based on the historical actual warranty costs, number of products returned
      for
      warranty repair and length of warranty coverage.




*Revenue
      Recognition.* Product
      sales revenue is recognized upon passage of title to customers, typically upon
      shipment of product. Any provision for discounts and estimated returns are
      accounted for in the period the related sales are recorded. Products are
      generally sold with right of warranty repair for a one year period but with
      no
      right of return. Estimated costs of warranty repairs are recorded as accrued
      warranty costs as described above. Products shipped to customers for speculation
      purposes are not considered sold and no revenue is recorded by the Company
      until
      sales acceptance is acknowledged by the customer.




*Stock-Based
      Compensation.* The
      Company accounts for equity issuances to non-employees in accordance with
      Statement of Financial Accounting Standards ("SFAS") No. 123, *Accounting
      for Stock Based Compensation* ,
      and
      Emerging Issues Task Force ("EITF") Issue No. 96-18, A *ccounting
      for Equity Instruments that are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods and Services* .
      All
      transactions in which goods or services are the consideration received for
      the
      issuance of equity instruments are accounted for based on the fair value of
      the
      consideration received or the fair value of the equity instrument issued,
      whichever is more reliably measurable. The measurement date used to determine
      the fair value of the equity instrument issued is the earlier of the date on
      which the third-party performance is complete or the date on which it is
      probable that performance will occur.




Prior
      to
      April 1, 2006, the Company accounted for stock-based compensation issued to
      employees using the intrinsic value method of accounting prescribed by
      Accounting Principles Board ("APB") Opinion No. 25, *Accounting
      for Stock Issued to Employees* and
      related pronouncements. Under this method, compensation expense was recognized
      over the respective vesting period based on the excess, on the date of grant,
      of
      the fair value of our common stock over the grant price, net of forfeitures.
      Deferred stock-based compensation was amortized on a straight-line basis over
      the vesting period of each grant.




On
      April 1, 2006, the Company adopted SFAS No. 123(R), *Share-Based
      Payment* ,
      which
      requires the measurement and recognition of compensation expense for all
      share-based payment awards made to employees and directors related to the
      Company’s 2000 Equity Incentive Plan based on estimated fair values. The Company
      adopted SFAS No. 123(R) using the modified prospective transition method,
      which requires the application of the accounting standard as of April 1,
      2006, the first day of our fiscal year 2007. The consolidated financial
      statements as of and for the nine months ended December 31, 2006 reflect the
      impact of adopting SFAS No. 123(R). In accordance with the modified
      prospective transition method, the consolidated financial statements for prior
      periods have not been restated to reflect, and do not include, the impact of
      SFAS No. 123(R). The value of the portion of the award that is ultimately
      expected to vest is recognized as expense over the requisite service periods
      in
      our consolidated statement of operations. As stock-based compensation expense
      recognized in the consolidated statement of operations for the nine months
      ended
      December 31, 2006 is based on awards ultimately expected to vest, it has been
      reduced for estimated forfeitures. SFAS No. 123(R) requires forfeitures to
      be estimated at the time of grant and revised, if necessary, in subsequent
      periods if actual forfeitures differ from those estimates. The estimated average
      forfeiture rate for the nine months ended December 31, 2006 was zero as the
      Company has not had a significant history of forfeitures.




46




Employee
      stock-based compensation expense recognized under SFAS No. 123(R) for the
      year March 31, 2007 was $1,177,768, determined by the Black-Scholes valuation
      model. As of March 31, 2007, total unrecognized compensation cost, related
      to
      unvested stock options was approximately $1,950, which is expected to be
      recognized as an expense over a weighted-average period of 6 months. See
      Note 2 to the Company’s consolidated financial statements for additional
      information.




*Impact
      of Contractual Obligations and Commercial Commitments.* The
      following summarizes the Company’s contractual obligations at March 31, 2007 and
      the effects such obligations are expected to have on liquidity and cash flow
      in
      future periods.




**Payments
                Due by Period**Contractual
                Obligations
            
            **Total**
            
            **Less
                than 1 Yr**
            
            **1-3
                Years**
            
            **4-5
                Years**
            
            **After
                5 Years**Related
                Party Notes
            
            $
            1,339,500
            
            $
            120,000
            
            $
            240,000
            
            $
            240,000
            
            $
            739,500Note
                Payable to P. Berry
            
            
            242,950
            
            
            45,000
            
            
            197,950
            
            
            -0-
            
            
            -0-Convertible
                Debentures (a)
            
            
            120,000
            
            
            120,000
            
            
            -0-
            
            
            -0-
            
            
            -0-Third
                Party Notes
            
            
            59,440
            
            
            24,000
            
            
            35,440
            
            
            -0-
            
            
            -0-Total
                Contractual Cash Obligations
            
            $
            1,761,890
            
            $
            309,000
            
            $
            473,390
            
            $
            240,000
            
            $
            739,500







(a)
      Convertible debentures are expected to be paid in equivalent common stock using
      6.67 contractual conversion rate.




*Impact
      of Inflation.* From
      time
      .to time, the Company experiences price increases from third-party manufacturers
      and these increases cannot always be passed on to the Company’s customers. While
      these price increases have not had a material impact on the Company’s historical
      operations or profitability in the past, they could affect sales in the
      future.




47




*Recent
      Accounting Pronouncements*




FASB
      Statement No. 157, *Fair
      Value Measurements,* has been
      issued by the Financial Accounting Standards Board (“FASB”). This new standard
      provides guidance for using fair value to measure assets and liabilities. Under
      Statement 157, fair value refers to the price that would be received to sell
      an
      asset or paid to transfer a liability in an orderly transaction between market
      participants in the market in which the reporting entity transacts. In this
      standard, the FASB clarifies the principle that fair value should be based
      on
      the assumptions market participants would use when pricing the asset or
      liability. In support of this principle, Statement 157 establishes a fair value
      hierarchy that prioritizes the information used to develop those assumptions.
      The fair value hierarchy gives the highest priority to quoted prices in active
      markets and the lowest priority to unobservable data, for example, the reporting
      entity’s own data. Under the standard, fair value measurements would be
      separately disclosed by level within the fair value hierarchy. The provisions
      of
      Statement 157 are effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years. Earlier application is encouraged, provided that the reporting entity
      has
      not yet issued financial statements for that fiscal year, including any
      financial statements for an interim period within that fiscal year. The
      adoption of this pronouncement is not expected to have material effect on the
      Company’s financial statements.




The
      FASB
      has issued FASB Staff Position (“FSP”) EITF 00-19-2, *Accounting
      for Registration Payment Arrangements.* This
      FSP
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement, whether issued
      as a separate agreement or included as a provision of a financial instrument
      or
      other agreement, should be separately recognized and measured in accordance
      with
      FASB Statement No. 5, *Accounting
      for Contingencies.* The
      FSP
      further clarifies that a financial instrument subject to a registration payment
      arrangement should be accounted for in accordance with other applicable GAAP
      without regard to the contingent obligation to transfer consideration pursuant
      to the registration payment arrangement. This FSP amends various authoritative
      literature notably FASB Statement No. 133, *Accounting
      for Derivative Instruments and Hedging Activities,* FASB
      Statement No. 150, *Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity,* and
      FASB
      Interpretation No. 45, *Guarantor’s
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others.* This
      FSP
      is effective immediately for registration payment arrangements and the financial
      instruments subject to those arrangements that are entered into or modified
      subsequent to December 21, 2006. For registration payment arrangements and
      financial instruments subject to those arrangements that were entered into
      prior
      to December 21, 2006, the guidance in the FSP is effective for financial
      statements issued for fiscal years beginning after December 15, 2006, and
      interim periods within those fiscal years. The
      adoption of this pronouncement did not have a material effect on the Company’s
      financial statements.




In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
      109* (“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes by
      prescribing the recognition threshold a tax position is required to meet before
      being recognized in the financial statements. It also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition. FIN 48 is effective for fiscal years
      beginning after December 15, 2006 and is required to be adopted by the Company
      on April 1, 2007. The Company does not expect the adoption of FIN 48 to have
      a
      material impact on its consolidated results of operations and financial
      condition.




48




In
      May 2005, the FASB issued SFAS No. 154, *Accounting
      Changes and Error Corrections* ,
      a
      replacement of APB Opinion No. 20, *Accounting
      Changes* ,
      and
      Statement No. 3, *Reporting
      Accounting Changes in Interim Financial Statements* .
      SFAS
      No. 154 changes the requirements for the accounting for and reporting of a
      change in accounting principle. Previously, most voluntary changes in accounting
      principles were required recognition via a cumulative effect adjustment within
      net income of the period of the change. SFAS No. 154 requires retrospective
      application to prior periods’ financial statements, unless it is impracticable
      to determine either the period-specific effects or the cumulative effect of
      the
      change. SFAS No. 154 is effective for accounting changes and correction of
      errors made in fiscal years beginning after December 15, 2005; however,
      SFAS No. 154 does not change the transition provisions of any existing
      accounting pronouncements. The adoption of SFAS No. 154 did not have a
      material effect on the Company’s consolidated financial position, results of
      operations or cash flows.




On
      February 15, 2007, the FASB issued FASB Statement No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No. 115.* SFAS 159
      permits an entity to choose to measure many financial instruments and certain
      other items at fair value. This option is available to all entities, including
      not-for-profit organizations. Most of the provisions in Statement 159 are
      elective; however, the amendment to FASB Statement No. 115, *Accounting
      for Certain Investments in Debt and Equity Securities,* applies
      to all entities with available-for-sale and trading securities. Some
      requirements apply differently to entities that do not report net income. The
      fair value option established by Statement 159 permits all entities to choose
      to
      measure eligible items at fair value at specified election dates. A business
      entity will report unrealized gains and losses on items for which the fair
      value
      option has been elected in earnings (or another performance indicator if the
      business entity does not report earnings) at each subsequent reporting date.
      A
      not-for-profit organization will report unrealized gains and losses in its
      statement of activities or similar statement. The fair value option:
      ( *a* )
      may be
      applied instrument by instrument, with a few exceptions, such as investments
      otherwise accounted for by the equity method; ( *b* )
      is
      irrevocable (unless a new election date occurs); and ( *c* )
      is
      applied only to entire instruments and not to portions of instruments. Statement
      159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007.  Early adoption is permitted as of the
      beginning of the previous fiscal year provided that the entity makes that choice
      in the first 120 days of that fiscal year and also elects to apply the
      provisions of FASB Statement No. 157, *Fair
      Value Measurements.* The
      adoption of this pronouncement is not expected to have material effect on the
      Company’s consolidated financial statements *.*




49





**Results
      of Operations - Year Ended March 31, 2007**





**Net
      Sales.** During
      the year ended March 31, 2007 the Company generated $67,103 from reusable
      shipper sales compared to revenues of $152,298 during the year ended March
      31,
      2006, a decrease of $85,195 (55.9%). This revenue decrease is primarily due
      to
      the Company’s shift in its sales and marketing focus during the fiscal 2007 from
      the reusable shipper product line to the further development and planned product
      launch of the CryoPort Express® One-Way Shipper System for its introduction into
      the biopharmaceutical industry sector and to the delays in the Company’s
      securing adequate funding for the manufacturing and marketing launch of the
      new
      product line. Additionally, continued product manufacturing upgrades slowed
      production activities of the reusable shippers. ****





**Cost
      of Sales.** Cost
      of
      sales for the year ended March 31, 2007 decreased $145,289 (46.0%) to $176,939
      from $315,650 for the year ended March 31, 2006 as the result of decreased
      sales
      volumes related to the shift in sales and marketing focus to the CryoPort
      Express® One-Way Shipper System and to increased production overhead
      efficiencies related to the Company’s continued cost containment efforts. During
      both periods, cost of sales exceeded sales due to fixed manufacturing costs
      and
      plant underutilization.





**Gross
      Loss.** Gross
      loss for the year ended March 31, 2007 decreased by $53,516 (32.8%) to $109,836
      compared to $163,352 for the year ended March 31, 2006. The decrease in the
      gross loss is due to increased production overhead efficiencies as a result
      of
      the Company’s continued cost containment efforts, as well as the decrease in
      sales volume.





**Selling,
      General and Administrative Expenses.** Selling,
      general and administrative expenses increased by $876,140 (85.6%) to $1,899,228
      for the year ended March 31, 2007 compared to $1,023,088 for the year ended
      March 31, 2006 due mainly to increased general and administrative costs of
      $1,021,209 which were offset by decreased selling expenses of $145,069. The
      increase in general and administrative expenses was primarily due to option
      and
      warrant related charges totaling $1,177,768 as the result of: i) issuances
      of
      warrants to employees and directors in accordance with the provisions of SFAS
      123(R); ii) modifications for option expiration dates; and iii) the vesting
      of
      outstanding options and warrants during the fiscal year. These charges were
      offset by decreases of $98,710 in consulting and outside services, $41,033
      in
      legal and accounting fees, and $15,933 in other administrative overhead
      expenses. The decrease in sales expenses was primarily related to decreased
      expenses of $50,633 in advertising and trade shows, $48,440 in consulting fees,
      $36,540 in salaries and related and $9,456 in general sales expenses. The
      expense reductions in sales, general and administrative expenses are the result
      of continued cost containment measures taken by the Company to minimize overhead
      expenditures during the product development and launch preparation for the
      CryoPort Express® One-Way Shipper System.





**Research
      and Development Expenses.** Research
      and development expenses decreased by $166,630 (65.5%) to $87,857 for the year
      ended March 31, 2007 as compared to $254,487 for the year ended March 31, 2006
      in relation to the progression of the research and development activity for
      the
      CryoPort Express® One-Way Shipper System and to the continuation of cost
      containment measures taken by the Company to minimize overhead expenditures
      during the product development and launch preparation for the CryoPort Express®
One-Way Shipper System. These research and development expense decreases
      included $85,533 in salaries and consulting services expenses, $32,959 in
      equipment depreciation, $30,130 in prototype and testing expenses, and $18,008
      in travel and other research and development overhead costs.




50





**Interest
      Expense.** Interest
      expense increased by $147,361 (183.3%) to $227,738 for the year ended March
      31,
      2007 as compared to $80,377 for the year ended March 31, 2006 as the result
      of
      $93,503 of financing expenses related to the convertible debentures, consisting
      of $87,430 of amortization of deferred financing fees and debt discounts and
      $6,073 accrued interest, $47,729 of interest expense related to the short term
      financing loan from Ventana Group, LLC utilized by the Company in fiscal 2007,
      and $6,129 for other financing expenses of the Company.





**Net
      Loss.** As
      a
      result of the factors described above, the net loss for the year ended March
      31,
      2007 increased by $804,158 (52.8%) to $2,326,259 or ($0.08) per share compared
      to $1,522,101 or ($0.05) per share for the year ended March 31, 2006.




**Forward
      Looking Statements**




**This
      Annual Report on Form 10-KSB contains forward-looking
      statements** .
      Such
      forward-looking statements which the Company makes involve known and unknown
      risks, uncertainties and other factors which may cause the Company's actual
      results, performance or achievements to be materially different from any future
      results, performance or achievements expressed or implied by such
      forward-looking statements. Factors that could cause actual results to differ
      materially from the forward-looking statements include quarterly and yearly
      fluctuations in results, the progress of research and the development of that
      research and the other risks detailed from time to time in the Company’s
      reports, including this filing. These forward-looking statement speak only
      as
      the date hereof, and should not be given undue reliance. Actual results may
      vary
      significantly. The Company undertakes no obligation to publicly update or revise
      any forward-looking statements, whether as a result of new information, future
      events or otherwise.




51


**ITEM
      7. FINANCIAL STATEMENTS**








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors of


CryoPort,
      Inc.





We
      have
      audited the accompanying consolidated balance sheets of CryoPort, Inc. (the
      “Company”) as of March 31, 2007 and 2006, and the related consolidated
      statements of operations, stockholders' deficit and cash flows for the years
      then ended. These consolidated financial statements are the responsibility
      of
      the Company's management. Our responsibility is to express an opinion on these
      consolidated financial statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion.  An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of CryoPort, Inc. at March
      31,
      2007 and 2006, and the results of its operations and its cash flows for the
      years then ended in conformity with accounting principles generally accepted
      in
      the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern.  As discussed in Note 1 to
      the consolidated financial statements, the Company has incurred recurring
      losses, and has a stockholders' deficit of $2,287,832 and negative working
      capital of $478,396 at March 31, 2007.  These factors, among others, raise
      substantial doubt about the Company's ability to continue as a going
      concern.  Management's plans in regard to these matters are also described
      in Note 1.  The consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of asset carrying
      amounts or the amount and classification of liabilities that might result should
      the Company be unable to continue as a going concern.





KMJ
      Corbin & Company LLP


Irvine,
      California


June
      29,
      2007




F-1




**CRYOPORT,
        INC.**
 
 **CONSOLIDATED
        BALANCE SHEETS**




**March
                  31,****ASSETS**
              
              **2007**
              
              **2006**Current
                  assets:Cash
              
              $
              264,392
              
              $
              4,723Accounts
                  receivable, net
              
              
              10,172
              
              
              22,306Inventories
              
              
              146,008
              
              
              190,321Prepaid
                  expenses and other current assets
              
              
              15,320
              
              
              9,270Total
                  current assets
              
              
              435,892
              
              
              226,620Fixed
                  assets, net
              
              
              38,400
              
              
              57,520Intangible
                  assets, net
              
              
              4,696
              
              
              9,365Deferred
                  financing costs, net
              
              
              4,699
              
              
              -$
              483,687
              
              $
              293,505**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilities:Accounts
                  payable
              
              $
              306,682
              
              $
              223,070Accrued
                  expenses
              
              
              97,227
              
              
              112,061Accrued
                  warranty costs
              
              
              55,407
              
              
              59,532Accrued
                  salaries and related
              
              
              169,537
              
              
              301,192Convertible
                  notes payable and accrued interest,net
                  of discount of $29,638
              
              
              96,435
              
              
              -Current
                  portion of related party notes payable
              
              
              120,000
              
              
              45,000Current
                  portion of note payable to officer
              
              
              45,000
              
              
              -Current
                  portion of note payable
              
              
              24,000
              
              
              24,000Total
                  current liabilities
              
              
              914,288
              
              
              764,855Related
                  party notes and accrued interest payable,net
                  of current portion
              
              
              1,623,841
              
              
              1,643,246Note
                  payable, net of current portion
              
              
              35,440
              
              
              35,440Note
                  payable to officer, net of current portion
              
              
              197,950
              
              
              -Total
                  liabilities
              
              
              2,771,519
              
              
              2,443,541Commitments
                  and contingenciesStockholders’
                  deficit:Common
                  stock, $0.001 par value; 100,000,000 sharesauthorized;
                  34,782,029 (2007) and 30,081,696 (2006)shares
                  issued and outstanding
              
              
              34,782
              
              
              30,082Additional
                  paid-in capital
              
              
              7,042,536
              
              
              4,858,773Accumulated
                  deficit
              
              
              (9,365,150
              )
              
              (7,038,891
              )Total
                  stockholders’ deficit
              
              
              (2,287,832
              )
              
              (2,150,036
              )$
              483,687
              
              $
              293,505




See
        Accompanying Notes to Consolidated Financial Statements.




F-2




**CRYOPORT,
        INC.**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**




**For
                  The Years Ended March 31,****2007**
              
              **2006**Net
                  sales
              
              $
              67,103
              
              $
              152,298Cost
                  of sales
              
              
              176,939
              
              
              315,650Gross
                  loss
              
              
              (109,836
              )
              
              (163,352
              )Operating
                  expenses:Selling,
                  general and administrative expenses
              
              
              1,899,228
              
              
              1,023,088Research
                  and development expenses
              
              
              87,857
              
              
              254,487Total
                  operating expenses
              
              
              1,987,085
              
              
              1,277,572Loss
                  from operations
              
              
              (2,096,921
              )
              
              (1,440,924
              )Interest
                  expense
              
              
              (227,738
              )
              
              (80,377
              )Loss
                  before income taxes
              
              
              (2,324,659
              )
              
              (1,521,301
              )Income
                  taxes
              
              
              1,600
              
              
              800Net
                  loss
              
              $
              (2,326,259
              )
              $
              (1,522,101
              )Net
                  loss available to common stockholders percommon
                  share:Basic
                  and diluted loss per common share
              
              $
              (0.08
              )
              $
              (0.05
              )Basic
                  and diluted weighted average commonshares
                  outstanding
              
              
              30,943,154
              
              
              29,888,702




See
        Accompanying Notes to Consolidated Financial Statements.




F-3




**CRYOPORT,
      INC.**


**CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ DEFICIT**




Additional
              
              
              
              TotalCommon
                  Stock
              
              Paid-in
              
              Accumulated
              
              Stockholders’Shares
              
              Amount
              
              Capital
              
              Deficit
              
              DeficitBalance,
                  April 1, 2005
              
              
              29,708,105
              
              $
              29,708
              
              $
              4,307,047
              
              $
              (5,516,790
              )
              $
              (1,180,035
              )Issuance
                  of common stock forcash,
                  net of issuance costsof
                  $61,460
              
              
              142,000
              
              
              142
              
              
              435,398
              
              
              -
              
              
              435,540Exercise
                  of warrants for cash
              
              
              159,999
              
              
              160
              
              
              54,840
              
              
              -
              
              
              55,000Exercise
                  of cashless warrants
              
              
              71,592
              
              
              72
              
              
              (72
              )
              
              -
              
              
              -Fair
                  value of stock optionsissued
                  to consultants
              
              
              -
              
              
              -
              
              
              61,560
              
              
              -
              
              
              61,560Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,522,101
              )
              
              (1,522,101
              )Balance,
                  March 31, 2006
              
              
              30,081,696
              
              
              30,082
              
              
              4,858,773
              
              
              (7,038,891
              )
              
              (2,150,036
              )Issuance
                  of common stock forcash,
                  net of issuance costsof
                  $112,372
              
              
              4,692,000
              
              
              4,692
              
              
              897,336
              
              
              -
              
              
              902,028Exercise
                  of warrants for cash
              
              
              8,333
              
              
              8
              
              
              2,492
              
              
              -
              
              
              2,500Fair
                  value of stock options andwarrants
                  issued to consultants,employees
                  and directors
              
              
              -
              
              
              -
              
              
              1,177,768
              
              
              -
              
              
              1,177,768Beneficial
                  conversion featurerelated
                  to issuance ofconvertible
                  debentures
              
              
              -
              
              
              -
              
              
              106,167
              
              
              -
              
              
              106,167Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,326,259
              )
              
              (2,326,259
              )Balance,
                  March 31, 2007
              
              
              34,782,029
              
              $
              34,782
              
              $
              7,042,536
              
              $
              (9,365,150
              )
              $
              (2,287,832
              )




See
        Accompanying Notes to Consolidated Financial Statements.
  F-4




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        The Years Ended March 31, 2007 and 2006**
 
  **For
                    The Years Ended March 31,****2007**
                
                **2006**Cash
                    flows from operating activities:Net
                    loss
                
                $
                (2,326,259
                )
                $
                (1,522,101
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activities:Depreciation
                    and amortization
                
                
                23,789
                
                
                88,753Amortization
                    of deferred financing costs
                
                
                10,901
                
                
                -Amortization
                    of debt discount
                
                
                76,529
                
                
                -Bad
                    debt expense
                
                
                -
                
                
                48,610Fair
                    value of stock options and warrants issuedto
                    consultants, employees and directors
                
                
                1,177,768
                
                
                61,560Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                12,134
                
                
                (26,369
                )Inventories
                
                
                44,313
                
                
                (39,341
                )Prepaid
                    expenses and other current assets
                
                
                (6,050
                )
                
                41,848Accounts
                    payable
                
                
                83,612
                
                
                60,085Accrued
                    expenses
                
                
                (14,834
                )
                
                8,021Accrued
                    warranty costs
                
                
                (4,125
                )
                
                (10,968
                )Accrued
                    salaries and related
                
                
                120,295
                
                
                54,761Accrued
                    interest
                
                
                91,668
                
                
                70,179Net
                    cash used in operating activities
                
                
                (710,259
                )
                
                (1,155,962
                )Cash
                    flows used in investing activities:Purchases
                    of fixed assets
                
                
                -
                
                
                (42,050
                )Cash
                    flows from financing activities:Proceeds
                    from borrowings under notes payable
                
                
                92,700
                
                
                -Proceeds
                    from borrowings under convertible notes
                
                
                120,000
                
                
                -Payment
                    of deferred financing costs
                
                
                (15,600
                )
                
                -Repayments
                    of notes payable
                
                
                (122,700
                )
                
                (8,000
                )Payments
                    of notes payable to officer
                
                
                (9,000
                )
                
                -Proceeds
                    from issuance of common stock, net
                
                
                902,028
                
                
                435,540Proceeds
                    from exercise of warrants
                
                
                2,500
                
                
                55,000Net
                    cash provided by financing activities
                
                
                969,928
                
                
                482,540Net
                    change in cash
                
                
                259,669
                
                
                (715,472
                )Cash,
                    beginning of year
                
                
                4,723
                
                
                720,195Cash,
                    end of year
                
                $
                264,392
                
                $
                4,723Supplemental
                    disclosure of cash flow information:Cash
                    paid during the year for:Interest
                
                $
                47,729
                
                $
                1,198Income
                    taxes
                
                $
                1,600
                
                $
                800Supplemental
                    disclosure of non-cash activities:Conversion
                    of accrued salaries to note payable
                
                $
                251,950
                
                $
                -Beneficial
                    conversion feature for convertible notes
                
                $
                106,167
                
                $
                -




See
        Accompanying Notes to Consolidated Financial Statements.




F-5




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**




**NOTE
        1 - ORGANIZATION AND BUSINESS**
 
 Organization
 
 Cryoport,
        Inc. (the “Company”) was originally incorporated under the name G.T.5-Limited
        (“GT5”) on May 25, 1990 as a Nevada Corporation. The Company was engaged in the
        business of designing and building exotic body styles for automobiles compatible
        with the vehicle’s existing chassis.
 
 On
        March
        15, 2005, the Company entered into a Share Exchange Agreement (the “Agreement”)
        with Cryoport Systems, Inc. (“Cryoport Systems”), a California corporation, and
        its stockholders whereby the Company acquired all of the issued and outstanding
        shares of Cryoport Systems in exchange for 24,108,105 shares of its common
        stock
        (which represented approximately 81% of the total issued and outstanding
        shares
        of common stock following the close of the transaction). Cryoport Systems
        was
        originally formed in 1999 as a California limited liability company and was
        reorganized into a California corporation on December 11, 2000. Cryoport
        Systems
        was founded to capitalize on servicing the transportation needs of the growing
        global “biotechnology revolution.” Effective March 16, 2005, the Company changed
        its name to Cryoport, Inc. The transaction has been recorded as a reverse
        acquisition (see Note 2).
 
 The
        principal focus of the Company is to develop a line of disposable (or one-way)
        dry cryogenic shippers for the transport of biological materials. These
        materials include live cell pharmaceutical products; e.g., cancer vaccines,
        diagnostic materials, reproductive tissues, infectious substances and other
        items that require continuous exposure to cryogenic temperature (less than
        -150 ° C).
        The
        Company currently manufactures a line of reusable cryogenic dry shippers.
        These
        primarily serve as vehicles for the development of the cryogenic technology
        that
        supports the disposable product development but also are essential components
        of
        the infrastructure that supports testing and research activities of the
        pharmaceutical and biotechnology industries. The Company’s mission is to provide
        cost effective packaging systems for biological materials requiring, or
        benefiting from, a cryogenic temperature environment over an extended period
        of
        time.
 
 Going
        Concern
 
 The
        accompanying consolidated financial statements have been prepared in conformity
        with accounting principles generally accepted in the United States of America,
        which contemplate continuation of the Company as a going concern. The Company
        has not generated significant revenues from operations and has no assurance
        of
        any future revenues. The Company incurred net losses of $2,326,259 and
        $1,522,101 during the years ended March 31, 2007 and 2006, respectively,
        and
        used $710,259 and $1,155,962 of cash in operations during 2007 and 2006,
        respectfully. The Company has a cash balance of $264,392 at March 31, 2007.
        In
        addition, at March 31, 2007, the Company’s stockholders’ deficit was $2,287,832
        and has negative working capital
        of $478,396. These factors, among others, raise substantial doubt about the
        Company’s ability to continue as a going concern. The Company’s management
        recognizes that the Company must obtain additional capital for the eventual
        achievement of sustained profitable operations. Management’s plans include
        obtaining additional capital through equity funding sources. However, no
        assurance can be given that additional capital, if needed, will be available
        when required or upon terms acceptable to the Company or that the Company
        will
        be successful in its efforts to negotiate an extension of its existing debt.
        The
        accompanying consolidated financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
  F-6
 **CRYOPORT,
            INC.**
  **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            The Years Ended March 31, 2007 and 2006**
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Basis
        of Presentation
 
 The
        accompanying consolidated financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States of America.
        The acquisition of Cryoport Systems by the Company has been accounted for
        as a
        reverse acquisition, whereby the assets and liabilities of Cryoport Systems
        are
        reported at their historical cost. The Company had no assets or operations
        at
        the date of acquisition. The reverse acquisition resulted in a change in
        reporting entity for accounting and reporting purposes. Accordingly, the
        accompanying consolidated financial statements have been retroactively restated
        for all periods presented to report the historical financial position, results
        of operations and cash flows of Cryoport Systems. Since the Company’s
        stockholders retained 5,600,000 shares of common stock in connection with
        the
        reverse acquisition, such shares have been reflected as if they were issued
        to
        the Company on the date of acquisition for no consideration as part of a
        corporate reorganization.
 
 Principles
        of Consolidation
 
 The
        consolidated financial statements include the accounts of Cryoport, Inc.
        and its
        wholly owned subsidiary, Cryoport Systems, Inc. All intercompany accounts
        and
        transactions have been eliminated.
 
 Use
        of
        Estimates
 
 The
        preparation of consolidated financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities and disclosure of contingent assets and liabilities
        at
        the date of the financial statements and the reported amounts of revenues
        and
        expenses during the reporting periods. Actual results could differ from
        estimated amounts. The Company’s significant estimates include allowances for
        doubtful accounts and sales returns, recoverability of long-lived assets,
        allowances for inventory obsolescence, accrued warranty costs, deferred tax
        assets and their accompanying valuations, the value of options and warrants,
        and
        product liability reserves.
  F-7
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
  Concentrations
        of Credit Risk
  *Cash*
  The
        Company maintains its cash accounts in financial institutions. Accounts at
        these
        institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”)
        up to $100,000. At March 31, 2007 and 2006, the Company had cash balances
        of
        $214,469 and $0, respectively, which were in excess of the FDIC insurance
        limit.
        The Company performs ongoing evaluations of these institutions to limit its
        concentration risk exposure.
  *Customers*
  The
        Company grants credit to customers within the United States of America and
        to a
        limited number of international customers, and does not require collateral.
        Sales to international customers are secured by advance payments or letters
        of
        credit. The Company’s ability to collect receivables is affected by economic
        fluctuations in the geographic areas and industries served by the Company.
        Reserves for uncollectible amounts and estimated sales returns are provided
        based on past experience and a specific analysis of the accounts which
        management believes are sufficient. Accounts receivable at March 31, 2007
        and
        2006 are net of reserves for doubtful accounts and sales returns of
        approximately $7,000 and $54,000, respectively. Although the Company expects
        to
        collect amounts due, actual collections may differ from the estimated
        amounts.
 
 The
        Company has foreign sales primarily in Europe, Latin America, Asia and Canada.
        Foreign sales are primarily under exclusive distribution agreements with
        international distributors. During 2007 and 2006, the Company had foreign
        sales
        of approximately $32,000 and $55,000, respectively, which constituted
        approximately 47% and 36% of net sales, respectively.
 
 The
        majority of the Company’s customers are in the bio-pharmaceutical and animal
        breeding industries. Consequently, there is a concentration of receivables
        within these industries, which is subject to normal credit risk.
  F-8
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Fair
        Value of Financial Instruments
 
 The
        Company’s consolidated financial instruments consist of cash, accounts
        receivable, related party notes payable, payables, accrued expenses, note
        payable to officer, convertible notes payable and a note payable to a third
        party. The carrying value for all such instruments, except the related party
        notes payable, approximates fair value at March 31, 2007 and 2006. The fair
        value of the related party notes payable is not determinable as the transactions
        were with related parties.
 
 Inventories
 
 Inventories
        are stated at the lower of standard cost or current estimated market value.
        Cost
        is determined using the first-in, first-out method. Work in process and finished
        goods include material, labor and applied overhead. The Company periodically
        reviews its inventories and records a provision for excess and obsolete
        inventories based primarily on the Company’s estimated forecast of product
        demand and production requirements. Once established, write-downs of inventories
        are considered permanent adjustments to the cost basis of the obsolete or
        excess
        inventories. Work in process and finished goods include material, labor and
        applied overhead.
 
 Fixed
        Assets
 
 Fixed
        assets are stated at cost, net of accumulated depreciation and amortization.
        Depreciation and amortization of fixed assets are provided using the
        straight-line method over the following useful lives:
 
 Furniture
                  and fixtures
              7
                  yearsMachinery
                  and equipment
              5-7
                  yearsLeasehold
                  improvements
              Lesser
                  of lease term or estimated useful
                  life
 
 Betterments,
        renewals and extraordinary repairs that extend the lives of the assets are
        capitalized; other repairs and maintenance charges are expensed as incurred.
        The
        cost and related accumulated depreciation and amortization applicable to
        assets
        retired are removed from the accounts, and the gain or loss on disposition
        is
        recognized in current operations.
 
 Intangible
        Assets
 
 *Patents
        and Trademarks*
 
 Patents
        and trademarks are amortized using the straight-line method over their estimated
        useful life of five years.
  F-9
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Long-Lived
        Assets
 
 The
        Company’s management assesses the recoverability of its long-lived assets upon
        the occurrence of a triggering event by determining whether the depreciation
        and
        amortization of long-lived assets over their remaining lives can be recovered
        through projected undiscounted future cash flows. The amount of long-lived
        asset
        impairment, if any, is measured based on fair value and is charged to operations
        in the period in which long-lived asset impairment is determined by management.
        At March 31, 2007 and 2006, the Company’s management believes there is no
        impairment of its long-lived assets. There can be no assurance however, that
        market conditions will not change or demand for the Company’s products will
        continue, which could result in impairment of its long-lived assets in the
        future.
 
 Deferred
        Financing Costs
 
 Deferred
        financing costs represent costs incurred in connection with the issuance
        of the
        convertible notes payable. Deferred financing costs are being amortized over
        the
        term of the financing instrument on a straight-line basis, which approximates
        the effective interest method. During the year ended March 31, 2007, the
        Company
        capitalized deferred financing costs of $15,600 and amortized deferred financing
        costs of $10,901 to interest expense.
 
 Accrued
        Warranty Costs
 
 Estimated
        costs of the Company’s standard warranty, included with products at no
        additional cost to the customer for a period up to one year, are recorded
        as
        accrued warranty costs at the time of product sale. Costs related to servicing
        the standard warranty are charged to the accrual as incurred.
 The
          following represents the activity in the warranty accrual during the years
          ended
          March 31:
 **2007**
                
                **2006**Beginning
                    warranty accrual
                
                $
                59,532
                
                $
                70,500Increase
                    in accrual (charged to cost of sales)
                
                
                4,875
                
                
                13,484Charges
                    to accrual (product replacements)
                
                
                (9,000
                )
                
                (24,452
                )Ending
                    warranty accrual
                
                $
                55,407
                
                $
                59,532






F-10




**CRYOPORT,
      INC.**





**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**




**For
      The Years Ended March 31, 2007 and 2006**







**NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 Revenue
        Recognition
 
 Revenue
        is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, *Revenue
        Recognition in Financial Statements* ,
        as
        revised by SAB 104. The Company recognizes revenue when products are shipped
        to
        a customer and the risks and rewards of ownership and title have passed based
        on
        the terms of the sale. The Company records a provision for sales returns
        and
        claims based upon historical experience. Actual returns and claims in any
        future
        period may differ from the Company’s estimates.
 
 Accounting
        for Shipping and Handling Revenue, Fees and Costs
 
 The
        Company classifies amounts billed for shipping and handling as revenue in
        accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-10, *Accounting
        for Shipping and Handling Fees and Costs* .
        Shipping and handling fees and costs are included in cost of sales.
 
 Advertising
        Costs
 
 The
        Company expenses the cost of advertising when incurred as a component of
        consolidated selling, general and administrative expenses. During 2007 and
        2006,
        the Company expensed approximately $21,000 and $72,000, respectively, in
        advertising costs.
 
 Research
        and Development Expenses
 
 The
        Company expenses internal research and development costs as incurred. Third
        party research and development costs are expensed when the contracted work
        has
        been performed.
 
 Stock-Based
        Compensation
  ***Adoption
        of SFAS 123(R)***
 
 On
        April 1, 2006, the Company adopted Statement of Financial Accounting
        Standards No. 123 (revised 2004), *Share-Based
        Payment* ,
        (“SFAS
        123(R)”) which establishes standards for the accounting of transactions in which
        an entity exchanges its equity instruments for goods or services, primarily
        focusing on accounting for transactions where an entity obtains employee
        services in share-based payment transactions. SFAS No. 123(R) requires a
        public entity to measure the cost of employee services received in exchange
        for
        an award of equity instruments, including stock options, based on the grant-date
        fair value of the award and to recognize it as compensation expense over
        the
        period the employee is required to provide service in exchange for the award,
        usually the vesting period. SFAS 123(R) supersedes the Company’s previous
        accounting under Accounting Principles Board Opinion No. 25, *Accounting
        for Stock Issued to Employees* (“APB
        25”). In March 2005, the Securities and Exchange Commission issued Staff
        Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). The
        Company has applied the provisions of SAB 107 in its adoption of SFAS
        123(R).
  F-11
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
  The
        Company adopted SFAS 123(R) using the modified prospective transition method,
        which requires the application of the accounting standard as of April 1,
        2006, the first day of the Company’s fiscal year 2007. The Company’s
        consolidated financial statements as of and for the year ended March 31,
        2007
        reflect the impact of SFAS 123(R). In accordance with the modified prospective
        transition method, the Company’s consolidated financial statements for prior
        periods have not been restated to reflect, and do not include, the impact
        of
        SFAS 123(R).
  SFAS
        123(R) requires companies to estimate the fair value of share-based payment
        awards on the date of grant using an option-pricing model. The value of the
        portion of the award that is ultimately expected to vest is recognized as
        expense over the requisite service periods in the Company’s consolidated
        statement of operations. Prior to the adoption of SFAS 123(R), the Company
        accounted for stock-based awards to employees and directors using the intrinsic
        value method in accordance with APB 25 as allowed under Statement of Financial
        Accounting Standards No. 123, *Accounting
        for Stock-Based Compensation* (“SFAS
        123”). Under the intrinsic value method, no stock-based compensation expense
        had
        been recognized in the Company’s consolidated statements of operations, other
        than as related to option grants to employees and consultants below the fair
        market value of the underlying stock at the date of grant.
  Stock-based
        compensation expense recognized during the period is based on the value of
        the
        portion of share-based payment awards that is ultimately expected to vest
        during
        the period.
  Stock-based
        compensation expense recognized in the Company’s consolidated statement of
        operations for the year ended March 31, 2007 included compensation expense
        for
        share-based payment awards granted prior to, but not yet vested as of March
        31,
        2006 based on the grant date fair value estimated in accordance with the
        pro
        forma provisions of SFAS 123 and compensation expense for the share-based
        payment awards granted subsequent to March 31, 2006 based on the grant date
        fair value estimated in accordance with the provisions of SFAS 123(R). As
        stock-based compensation expense recognized in the consolidated statement
        of
        operations for the year ended March 31, 2007 is based on awards ultimately
        expected to vest, it has been reduced for estimated forfeitures, if any.
        SFAS
        123(R) requires forfeitures to be estimated at the time of grant and revised,
        if
        necessary, in subsequent periods if actual forfeitures differ from those
        estimates. The estimated average forfeiture rate for the year ended March
        31,
        2007 was zero as the Company has not had a significant history of forfeitures
        and does not expect forfeitures in the future. There were 1,258,950 warrants
        and
        no stock options granted to employees and directors during the year ended
        March
        31, 2007.
  F-12
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 SFAS
        123(R) requires the cash flows resulting from the tax benefits resulting
        from
        tax deductions in excess of the compensation cost recognized for those options
        to be classified as financing cash flows. Due to the Company’s loss position,
        there were no such tax benefits during the year ended March 31, 2007. Prior
        to
        the adoption of SFAS 123(R) those benefits would have been reported as operating
        cash flows had the Company received any tax benefits related to stock option
        exercises.
 
 ***Plan
        Description***
 
 The
        Company’s stock option plan provides for grants of incentive stock options and
        nonqualified options to employees, directors and consultants of the Company
        to
        purchase the Company’s shares at the fair value, as determined by management and
        the board of directors, of such shares on the grant date. The options generally
        vest over a five-year period beginning on the grant date and have a ten-year
        term. As of March 31, 2007, the Company is authorized to issue up to 5,000,000
        shares under this plan and has 2,511,387 shares available for future
        issuances.
 
 ***Summary
        of Assumptions and Activity***
 
 The
        fair
        value of stock-based awards to employees and directors is calculated using
        the
        Black-Scholes option pricing model, even though this model was developed to
        estimate the fair value of freely tradable, fully transferable options without
        vesting restrictions, which differ significantly from the Company’s stock
        options. The Black-Scholes model also requires subjective assumptions, including
        future stock price volatility and expected time to exercise, which greatly
        affect the calculated values. The expected term of options granted is derived
        from historical data on
        employee exercises and post-vesting employment termination behavior. The
        risk-free rate selected to value any particular grant is based on the U.S
        Treasury rate that corresponds to the pricing
        term of the grant effective as of the date of the grant. The expected volatility
        is based on the historical volatility of the Company’s stock price. These
        factors could change in the future, affecting the determination of stock-based
        compensation expense in future periods.
 
 **March
                  31,**
              
              **March
                  31,****2007**
              
              **2006**Stock
                  options and warrants:Expected
                  term
              
              
              5
                  years
              
              
              N/AExpected
                  volatility
              
              
              282%
                  - 233
              %
              
              N/ARisk-free
                  interest rate
              
              
              4.75%
                  - 4.82
              %
              
              N/AExpected
                  dividends
              
              
              N/A
              
              
              N/A
  F-13
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 The
        following table illustrates the effect on net loss and net loss per share
        for
        the year ended March 31, 2006 as if the Company had applied the fair value
        recognition provisions of SFAS 123 to options granted under the Company's
        stock
        option plans. For purposes of this pro forma disclosure, the fair value of
        the
        options is estimated using the Black Scholes option-pricing model and amortized
        on a straight-line basis to expense over the options' vesting
        period:
 
 For
                  The Year Ended
                March
                  31,2006Net
                  loss - as reported
              
              $
              (1,522,101
              )Add:
                  Share based employee compensation included in net loss, net of
                  tax
                  effects
              
              
              -Deduct:
                  Share-based employee compensation expense determined under fair
                  value
                  method, net of tax effects
              
              
              (86,106
              )Net
                  loss - pro forma
              
              $
              (1,608,207
              )Net
                  loss per common share - basic and dilutedAs
                  reported
              
              $
              (0.05
              )Pro
                  forma
              
              $
              (0.05
              )
 
 A
        summary
        of employee and director option and warrant activity for the year ended March
        31, 2007, is presented below:
 
 **Shares**
              
              **Weighted
                  Average Exercise Price**
              
              **Weighted
                  Average Remaining Contractual Term (Yrs.)**
              
              **Aggregate
                  Intrinsic Value**Outstanding
                  at
                March
                  31, 2006
              
              
              2,488,613
              
              $
              0.45
              
              
              6.45Granted
              
              
              1,258,950
              
              $
              0.76
              
              
              9.47Exercised
              
              
              -
              
              $
              -Forfeited
              
              
              -
              
              $
              -Outstanding
                  at
                March
                  31, 2007
              
              
              3,747,563
              
              $
              0.59
              
              
              7.46
              
              $
              1,503,862Exercisable
                  at
                March
                  31, 2007
              
              
              3,747,563
              
              $
              0.59
              
              
              7.46
              
              $
              1,503,862
 
  F-14
  **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
  There
        were 1,258,950 warrants and no stock options granted to employees and directors
        during the year ended March 31, 2007. In connection with the warrants granted,
        the modification of previous options granted, and the vesting of prior options
        issued, the Company recorded total charges of $1,177,768 in accordance with
        the
        provisions of SFAS 123(R), which have been included in selling, general and
        administrative expenses for the year ended March 31, 2007 in the accompanying
        consolidated statement of operations. No employee or director warrants or
        stock
        options expired during the year ended March 31, 2007. The Company issues
        new
        shares from its authorized shares upon exercise of warrants or
        options.
  In
        December 2006, the Company modified the expiration dates of 2,488,613 of
        its
        employee and director stock options by extending their terms by five years.
        In
        connection with the modification, the Company recorded a charge of $133,759
        at
        the date of the modification in accordance with the provisions of SFAS 123(R),
        which has been included in selling, general and administrative expenses for
        the
        year ended March 31, 2007 in the accompanying consolidated statement of
        operations.
 
 A
        summary
        of the status of the Company’s non-vested employee and director stock options
        and warrants as of March 31, 2007 and changes during the year then ended
        is
        presented below:
  **Shares**
              
              **Weighted
                  Average Grant Date Fair Value Per Share**Non-vested
                  at March 31, 2006
              
              
              177,352
              
              $
              0.52Non-vested
                  granted
              
              
              1,258,950
              
              
              0.76Vested
              
              
              (1,436,302
              )
              
              0.67Forfeited/cancelled
              
              
              -
              
              
              -Non-vested
                  at March 31, 2007
              
              
              -
              
              $
              0.60
 
 As
        of
        March 31, 2007, there was no unrecognized compensation cost related to employee
        and director stock option compensation arrangements after the modification
        noted
        above.  The total fair value of shares vested during the year ended March
        31, 2007 was $1,044,009.
 
 As
        a
        result of adopting SFAS 123(R) on April 1, 2006, the Company’s loss before
        income taxes and net loss for the year ended March 31, 2007 was  $763,677
        higher than if the Company had continued to account for share-based compensation
        under APB Opinion No. 25. Basic and diluted net loss per share for the
        year ended March 31, 2007 was approximately $0.04 higher than if it had
        continued to account for share-based compensation under APB Opinion
        No. 25.
  F-15
 
 **CRYOPORT,
              INC.**
 
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              The Years Ended March 31, 2007 and 2006**
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued**
 
 The
        following table summarizes stock-based compensation expense related to stock
        options and warrants under SFAS 123(R) for the year ended March 31, 2007,
        which
        was allocated as follows:
  **Year
                  Ended**
                **March
                  31, 2007**Stock-based
                  compensation expense included in:Cost
                  of sales
              
              $
              -Research
                  and development expense
              
              
              -Selling,
                  general and administrative expense
              
              
              1,177,768Stock-based
                  compensation expense related to employee stock options and
                  warrants
              
              $
              1,177,768
 
 Income
        Taxes
 
 The
        Company accounts for income taxes in accordance with SFAS No. 109, *Accounting
        for Income Taxes* .
        Under
        the asset and liability method of SFAS No. 109, deferred tax assets and
        liabilities are recognized for the future tax consequences attributable to
        differences between the financial statement carrying amounts of existing
        assets
        and liabilities and their respective tax bases. Deferred tax assets and
        liabilities are measured using enacted tax rates expected to apply to taxable
        income in the years in which those temporary differences are expected to
        be
        recovered or settled. Under SFAS No. 109, the effect on deferred tax assets
        and
        liabilities of a change in tax rates is recognized in income in the period
        that
        includes the enactment date. A valuation allowance is provided for certain
        deferred tax assets if it is more likely than not that the Company will not
        realize tax assets through future operations. The Company is a subchapter
        "C"
        corporation and files a federal income tax return. The Company files separate
        state income tax returns for California and Nevada.
  Basic
          and Diluted Loss Per Share
 
 The
          Company has adopted SFAS No. 128, *Earnings
          Per Share* .
 
 Basic
          loss per common share is computed by dividing the net loss available to
          common
          stockholders by the weighted average number of shares outstanding for the
          period. Diluted loss per share is computed by dividing net loss by the
          weighted
          average shares outstanding assuming all dilutive potential common shares
          were
          issued. Basic and diluted loss per share are the same as the effect of
          stock
          options and warrants on loss per share are anti-dilutive and thus not included
          in the diluted loss per share calculation. The impact under the treasury
          stock
          method of dilutive stock options and warrants and shares to be issued for
          convertible debt would have resulted in an increase of 2,998,382 and 2,915,972
          incremental shares for the years ended March 31, 2007 and 2006.
  F-16
 **CRYOPORT,
              INC.**
 
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
              The Years Ended March 31, 2007 and 2006**
  **NOTE
          2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
          continued**
 
 The
          following is a reconciliation of the numerators and denominators of the
          basic
          and diluted loss per share computations for the years ended March
          31:
 **2007**
                  
                  **2006**Numerator
                      for basic and diluted loss per share:Net
                      loss available to common stockholders
                  
                  $
                  (2,326,259
                  )
                  $
                  (1,522,101
                  )Denominator
                      for basic and diluted loss percommon
                      share:Weighted
                      average common shares outstanding
                  
                  
                  30,943,154
                  
                  
                  29,888,702Net
                      loss per common share available to commonStockholders
                      - basic and diluted
                  
                  $
                  (0.08
                  )
                  $
                  (0.05
                  )




Convertible
        Debentures
 
 If
        the
        conversion feature of conventional convertible debt provides for a rate of
        conversion that is below market value, this feature is characterized as a
        beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a
        debt discount pursuant to EITF Issue No. 98-5, *“Accounting
        for Convertible Securities with Beneficial Conversion Features or Contingency
        Adjustable Conversion Ratio,”* (“EITF
        98-05”) and EITF Issue No. 00-27, *“Application
        of EITF Issue No. 98-5 to Certain Convertible Instruments”* (“EITF
        00-27”). In those circumstances, the convertible debt will be recorded net of
        the discount related to the BCF. The Company amortizes the discount to interest
        expense over the life of the debt using the effective interest method (see
        Note
        8).
 
 Recent
        Accounting Pronouncements
 
 FASB
        Statement No. 157, *Fair
        Value Measurements,* has been
        issued by the Financial Accounting Standards Board (“FASB”). This new standard
        provides guidance for using fair value to measure assets and liabilities.
        Under
        Statement 157, fair value refers to the price that would be received to sell
        an
        asset or paid to transfer a liability in an orderly transaction between market
        participants in the market in which the reporting entity transacts. In this
        standard, the FASB clarifies the principle that fair value should be based
        on
        the assumptions market participants would use when pricing the asset or
        liability. In support of this principle, Statement 157 establishes a fair
        value
        hierarchy that prioritizes the information used to develop those assumptions.
        The fair value hierarchy gives the highest priority to quoted prices in active
        markets and the lowest priority to unobservable data, for example, the reporting
        entity’s own data. Under the standard, fair value measurements would be
        separately disclosed by level within the fair value hierarchy. The provisions
        of
        Statement 157 are effective for financial statements issued for fiscal years
        beginning after November 15, 2007, and interim periods within those fiscal
        years. Earlier application is encouraged, provided that the reporting entity
        has
        not yet issued financial statements for that fiscal year, including any
        financial statements for an interim period within that fiscal year. The
        adoption of this pronouncement is not expected to have material effect on
        the
        Company’s financial statements.
  F-17
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES, continued


The
        FASB
        has issued FASB Staff Position (“FSP”) EITF 00-19-2, *Accounting
        for Registration Payment Arrangements.* This
        FSP
        specifies that the contingent obligation to make future payments or otherwise
        transfer consideration under a registration payment arrangement, whether
        issued
        as a separate agreement or included as a provision of a financial instrument
        or
        other agreement, should be separately recognized and measured in accordance
        with
        FASB Statement No. 5, *Accounting
        for Contingencies.* The
        FSP
        further clarifies that a financial instrument subject to a registration payment
        arrangement should be accounted for in accordance with other applicable GAAP
        without regard to the contingent obligation to transfer consideration pursuant
        to the registration payment arrangement. This FSP amends various authoritative
        literature notably FASB Statement No. 133, *Accounting
        for Derivative Instruments and Hedging Activities,* FASB
        Statement No. 150, *Accounting
        for Certain Financial Instruments with Characteristics of both Liabilities
        and
        Equity,* and
        FASB
        Interpretation No. 45, *Guarantor’s
        Accounting and Disclosure Requirements for Guarantees, Including Indirect
        Guarantees of Indebtedness of Others.* This
        FSP
        is effective immediately for registration payment arrangements and the financial
        instruments subject to those arrangements that are entered into or modified
        subsequent to December 21, 2006. For registration payment arrangements and
        financial instruments subject to those arrangements that were entered into
        prior
        to December 21, 2006, the guidance in the FSP is effective for financial
        statements issued for fiscal years beginning after December 15, 2006, and
        interim periods within those fiscal years. The
        adoption of this pronouncement did not have a material effect on the Company’s
        financial statements.
 
 In
        July
        2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
        No. 48, *Accounting
        for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
        109* (“FIN
        48”). FIN 48 clarifies the accounting for uncertainty in income taxes by
        prescribing the recognition threshold a tax position is required to meet
        before
        being recognized in the financial statements. It also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006 and is required to be adopted by the Company
        on April 1, 2007. The Company does not expect the adoption of FIN 48 to have
        a
        material impact on its consolidated results of operations and financial
        condition.
 
 In
        May 2005, the FASB issued SFAS No. 154, *Accounting
        Changes and Error Corrections* ,
        a
        replacement of APB Opinion No. 20, *Accounting
        Changes* ,
        and
        Statement No. 3, *Reporting
        Accounting Changes in Interim Financial Statements* .
        SFAS
        No. 154 changes the requirements for the accounting for and reporting of
        a
        change in accounting principle. Previously, most voluntary changes in accounting
        principles were required recognition via a cumulative effect adjustment
        within net income of the period of the change. SFAS No. 154 requires
        retrospective application to prior periods’ financial statements, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. SFAS No. 154 is effective for accounting changes and
        correction of errors made in fiscal years beginning after
        December 15, 2005;
        however, SFAS No. 154 does not change the transition provisions of any
        existing accounting pronouncements. The adoption of SFAS No. 154 did not
        have a material effect on the Company’s consolidated financial position, results
        of operations or cash flows.
  F-18
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
  NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES, continued
 On
        February 15, 2007, the FASB issued FASB Statement No. 159, *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115.* SFAS 159
        permits an entity to choose to measure many financial instruments and certain
        other items at fair value. This option is available to all entities, including
        not-for-profit organizations. Most of the provisions in Statement 159 are
        elective; however, the amendment to FASB Statement No. 115, *Accounting
        for Certain Investments in Debt and Equity Securities,* applies
        to all entities with available-for-sale and trading securities. Some
        requirements apply differently to entities that do not report net income.
        The
        fair value option established by Statement 159 permits all entities to choose
        to
        measure eligible items at fair value at specified election dates. A business
        entity will report unrealized gains and losses on items for which the fair
        value
        option has been elected in earnings (or another performance indicator if
        the
        business entity does not report earnings) at each subsequent reporting date.
        A
        not-for-profit organization will report unrealized gains and losses in its
        statement of activities or similar statement. The fair value option:
        ( *a* )
        may be
        applied instrument by instrument, with a few exceptions, such as investments
        otherwise accounted for by the equity method; ( *b* )
        is
        irrevocable (unless a new election date occurs); and ( *c* )
        is
        applied only to entire instruments and not to portions of instruments. Statement
        159 is effective as of the beginning of an entity’s first fiscal year that
        begins after November 15, 2007.  Early adoption is permitted as of the
        beginning of the previous fiscal year provided that the entity makes that
        choice
        in the first 120 days of that fiscal year and also elects to apply the
        provisions of FASB Statement No. 157, *Fair
        Value Measurements.* The
        adoption of this pronouncement is not expected to have material effect on
        the
        Company’s consolidated financial statements *.*
  F-19




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**
 
  **NOTE
          3 - INVENTORIES**
 
 Inventories
          at March 31, 2007 and 2006 consist of the following:
  **2007**
                  
                  **2006**Raw
                      materials
                  
                  $
                  61,142
                  
                  $
                  106,950Work
                      in process
                  
                  
                  42,950
                  
                  
                  57,790Finished
                      goods
                  
                  
                  41,916
                  
                  
                  25,581$
                  146,008
                  
                  $
                  190,321




**NOTE
        4 - FIXED ASSETS**
 
 Fixed
        assets consist of the following at March 31:
  **2007**
                
                **2006**Furniture
                    and fixtures
                
                $
                22,982
                
                $
                22,982Machinery
                    and equipment
                
                
                437,501
                
                
                437,501Leasehold
                    improvements
                
                
                15,611
                
                
                15,611476,094
                
                
                476,094Less
                    accumulated depreciation and amortization
                
                
                (437,694
                )
                
                (418,574
                )$
                38,400
                
                $
                57,520




Depreciation
        and amortization expense for fixed assets for the years ended March 31, 2007
        and
        2006 was $19,120 and $81,470, respectively.
  **NOTE
        5 - INTANGIBLE ASSETS**
 
 Intangible
        assets consist of the following at March 31:
  **2007**
                
                **2006**Assets
                    subject to amortization:Patents
                    and trademarks
                
                $
                46,268
                
                $
                46,268Less
                    accumulated amortization
                
                
                (41,572
                )
                
                (36,903
                )$
                4,696
                
                $
                9,365






F-20


**CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 
  **NOTE
            5 - INTANGIBLE ASSETS, continued**
 
 Amortization
            expense for intangible assets for the years ended March 31, 2007 and
            2006 was
            $4,669 and $7,283, respectively. All of the Company’s intangible assets are
            subject to amortization.
 
 Estimated
            future annual amortization expense pursuant to these intangible assets
            is as
            follows:




**Years
                  Ending****March
                  31,**2008
              
              $
              4,696




**NOTE
        6 - INCOME TAXES**
 
 The
        tax
        effects of temporary differences that give rise to deferred taxes at
        March 31, 2007 and 2006 are as follows:
 **2007**
                
                **2006**Deferred
                    tax asset:Net
                    operating loss carryforward
                
                $
                3,074,000
                
                $
                2,593,000Accrued
                    expenses and reserves
                
                
                86,000
                
                
                85,000Expenses
                    recognized for granting ofoptions
                    and warrants
                
                
                552,000
                
                
                81,000Total
                    gross deferred tax asset
                
                
                3,712,000
                
                
                2,759,000Less
                    valuation allowance
                
                
                (3,712,000
                )
                
                (2,759,000
                )$
                -
                
                $
                -
  The
          valuation allowance increased during the years ended March 31, 2007 and
          2006 by
          approximately $953,000 and $318,000, respectively. No current provision
          for
          income taxes for the years ended March 31, 2007 and 2006 is required,
          except for minimum state taxes, since the Company incurred taxable losses
          during
          such years.
  F-21




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**




**NOTE
        6 - INCOME TAXES, continued**
 
 The
        provision for income taxes for fiscal 2007 and 2006 was $1,600 and $800,
        respectively, and differs from the amount computed by applying the U.S. Federal
        income tax rate of 34% to loss before income taxes as a result of the following:
  **2007**
                
                **2006**Computed
                    tax benefit at federal statutory rate
                
                $
                (790,000
                )
                $
                (518,000
                )State
                    income tax benefit, net of federal effect
                
                
                (136,000
                )
                
                (90,000
                )Increase
                    in valuation allowance
                
                
                953,000
                
                
                318,000Other
                
                
                (25,400
                )
                
                290,800$
                1,600
                
                $
                800


As
        of
        March 31, 2007, the Company had net operating loss carry forwards of
        approximately $7,700,000 and $7,700,000 for federal and state income tax
        reporting purposes, respectively, which expire at various dates through 2026
        and
        2016, respectively.
 
 The
        utilization of the net operating loss carry forwards might be limited due
        to
        restrictions imposed under federal and state laws upon a change in ownership.
        The amount of the limitation, if any, has not been determined at this time.
        A
        valuation allowance is provided when it is more likely than not that some
        portion or all of the deferred tax assets will not be realized. As a result
        of
        the Company’s continued losses and uncertainties surrounding the realization of
        the net operating loss carry forwards, the Company has recorded valuation
        allowances equal to the net deferred tax asset amounts as of March 31, 2007
        and
        2006.
 
 **NOTE
        7 - COMMITMENTS AND CONTINGENCIES**
 
 Operating
        Leases
 
 On
        April
        1, 2005, the Company entered into a noncancelable operating lease on its
        facility in Brea, California, requiring ten monthly payments of $7,500 and
        expiring on April 1, 2007. In June 2006, the building was sold and the Company
        was granted approximately two months free rent by the previous owner. On
        April
        1, 2007, the Brea facility lease was extended under month-to-month terms
        for
        $7,500 per month with a 60-day notification to terminate
        requirement.
 
 As
        of
        March 31, 2007, future minimum rental payments required under the existing
        facility operating lease are as follows:
  **Years
                    Ending**
                  **March
                    31,**
                
                **Operating**
                  **Lease**2008
                
                $
                15,000




F-22




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**




**NOTE
        7 - COMMITMENTS AND CONTINGENCIES, continued**
 
 Total
        rental expense was approximately $ 63,000
        and $ 75,000 for the
        years ended March 31, 2007 and 2006, respectively.
 
 Litigation
 
 The
        Company becomes a party to product litigation in the normal course of business.
        The Company accrues for open claims based on its historical experience and
        available insurance coverage. In the opinion of management, there are no
        legal
        matters involving the Company that would have a material adverse effect on
        the
        Company’s consolidated financial condition or results of
        operations.
 
 Indemnities
        and Guarantees
 
 The
        Company has made certain indemnities and guarantees, under which it may be
        required to make payments to a guaranteed or indemnified party, in relation
        to
        certain actions or transactions. The Company indemnifies its directors,
        officers, employees and agents, as permitted under the laws of the States
        of
        California and Nevada. In connection with its facility lease, the Company
        has
        indemnified its lessor for certain claims arising from the use of the facility.
        The duration of the guarantees and indemnities varies, and is generally tied
        to
        the life of the agreement. These guarantees and indemnities do not provide
        for
        any limitation of the maximum potential future payments the Company could
        be
        obligated to make. Historically, the Company has not been obligated nor incurred
        any payments for these obligations and, therefore, no liabilities have been
        recorded for these indemnities and guarantees in the accompanying consolidated
        balance sheets.
  **NOTE
        8 - NOTES PAYABLE**
 
 On
        May
        12, 2006, the Company arranged for short-term financing of $175,000, pursuant
        to
        a Loan Agreement and related Secured Promissory Note with Ventana Group,
        LLC.
        Disbursements to the Company under the Loan Agreement are based on achievement
        of milestones reached towards finalizing a long-term equity financing agreement.
        The note is secured by machinery and equipment owned by the Company. During
        the
        year ended March 31, 2007, the Company received $80,000 of funds and recorded
        $47,729 of interest and financing fees expense pursuant to this Loan Agreement.
        Per the terms of the note, on February 22, 2007 the Company paid the total
        $47,729 interest and financing fees and repaid the $80,000 principal balance
        of
        the note. As of March 31, 2007 there are no remaining outstanding balances
        due
        under this note.
  F-23
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 **NOTE
          8 - NOTES PAYABLE, continued**
 
 The
        Company has a non-interest bearing note payable to a third-party lender which
        was due in April 2003. The Company is scheduled to make monthly payments
        of
        $2,000 as agreed with the third party lender. During the year ended March
        31,
        2007 the Company made no payments against the balance of this note. As of
        March
        31, 2007 and 2006, the remaining unpaid balance was $59,440 and $59,440,
        respectively.
 
 As
        of
        March 31, 2007 and 2006, the Company had aggregate principal balances of
        $1,339,500 and $1,369,500 respectively, in outstanding unsecured indebtedness
        owed to five related parties, including four former members of the board
        of
        directors, representing working capital advances made to the Company from
        February 2001 through March 2005. These notes bear interest at the rate of
        6%
        per annum and provide for aggregate monthly principal payments which began
        April
        1, 2006 of $2,500, and which increase by an aggregate of $2,500 every six
        months
        to a maximum of $10,000 per month. Any remaining unpaid principal and accrued
        interest is due at maturity on various dates through March 1, 2015.
 
 Related-party
        interest expense under these notes was $85,595 and $79,179 for the years
        ended
        March 31, 2007 and 2006, respectively. Accrued interest, which is included
        in
        related-party notes payable in the accompanying balance sheets, related to
        these
        notes amounted to $404,341 and $318,746 as of March 31, 2007 and 2006,
        respectively. As
        of
        March 31, 2007, the Company had not made the required payments under the
        related-party notes which were due on January 1, February 1, and March 1,
        2007.
        However, pursuant to the note agreements, the Company has a 120-day grace
        period
        to pay missed payments before the notes are in default. On April 29, 2007,
        May
        30, 2007, and June 30, 2007, the Company paid the January 1, February 1 and
        March 1 payments respectively, due on these related party notes. Management
        expects to continue to pay all payments due prior to the expiration of the
        120-day grace periods.
 
 In
        October 2006, the Company entered into an Agency Agreement with a broker
        to
        raise capital in a private placement offering of convertible debentures under
        Regulation D. As of March 31, 2007, the Company received $120,000 under this
        private placement offering of convertible debenture debt. Related to the
        issuance of the convertible debentures, the Company paid commissions to the
        broker totaling $15,600, which were capitalized as deferred financing costs.
        During the year ended March 31, 2007, the Company amortized $10,901 of deferred
        financing costs to interest expense.
 
 Per
        the
        terms of the convertible debenture agreements, the notes have a term of 180
        days
        from issuance and are redeemable by the Company with two days notice. The
        notes
        bear interest at 15% per annum and are convertible into shares of the Company’s
        common stock at a ratio of 6.67 shares for every dollar of debt converted.
        The
        proceeds of the convertible notes have and will be used in the ongoing
        operations of the Company. During the year ended March 31, 2007, the Company
        recorded interest expense of $6,073 related to these notes.
  F-24
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 **NOTE
        8 - NOTES PAYABLE, continued**
 
 In
        connection with the issuance of the convertible debt, the Company recorded
        a
        debt discount totaling $106,167 related to the beneficial conversion feature
        of
        the notes. The Company is amortizing the debt discount using the effective
        interest method through the maturity dates of the notes. During the year
        ended
        March 31, 2007, the Company recorded additional interest expense of $76,529
        related to the amortization of the debt discounts.
 
 In
        August
        2006, Peter Berry, the Company’s Chief Executive Officer, agreed to convert his
        deferred salaries to a long-term note payable. Under the terms of this note,
        monthly payments of $3,000 will be made to Mr. Berry beginning in January
        2007.
        In January 2008, these payments will increase to $6,000 and remain at that
        amount until the loan is fully paid in December 2010. Interest of 6% per
        annum
        on the outstanding principal balance of the note will begin to accrue on
        January
        1, 2008 and will be paid on a monthly basis along with the monthly principal
        payment beginning in January 2008. As of March 31, 2007, the total amount
        of
        deferred salaries under this arrangement was $242,950, of which $197,950
        is
        recorded as a long-term liability in the accompanying consolidated balance
        sheet.
 
 Future
        maturities of notes payable at March 31, 2007 are as follows:
 
 **Years
                  Ending**
                **March
                  31,**
              
              **Convertible**
                **Debentures**
              
              **Officer**
              
              **Related**
                **Party**
              
              **Third**
                **Party**
              
              **Total**2008
              
              $
              120,000
              
              $
              45,000
              
              $
              120,000
              
              $
              24,000
              
              $
              309,0002009
              
              
              -
              
              
              72,000
              
              
              120,000
              
              
              24,000
              
              
              216,0002010
              
              
              -
              
              
              125,950
              
              
              120,000
              
              
              11,440
              
              
              257,3902011
              
              
              -
              
              
              -
              
              
              120,000
              
              
              -
              
              
              120,0002012
              
              
              -
              
              
              -
              
              
              120,000
              
              
              -
              
              
              120,000Thereafter
              
              
              -
              
              
              -
              
              
              739,500
              
              
              -
              
              
              739,500$
              120,000
              
              $
              242,950
              
              $
              1,339,500
              
              $
              59,440
              
              $
              1,761,890
 
 **NOTE
        9 - COMMON STOCK**
 
 During
        fiscal 2007, the Company entered into Agency Agreements with a broker to
        raise
        funds in private placement offerings of common stock under Regulation D.
        In
        connection with these private placement offerings, the Company sold 4,692,000
        shares of common stock at an average price of $0.22 per share resulting in
        gross
        proceeds of $1,014,400 net of offering costs of $112,372 during the year
        ended
        March 31, 2007.
 
 During
        fiscal 2007, the Company issued 8,333 shares of common stock resulting from
        exercises of warrants at an average exercise price of $0.30 per share resulting
        in proceeds of $2,500.
  F-25
 **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 
  **NOTE
          9 - COMMON STOCK, continued**
 
 During
        fiscal 2006, the Company entered into an Agency Agreement with a broker to
        raise
        funds in private placement offerings of common stock under Regulation D.
        In
        connection with this private placement offering, the Company sold 142,000
        shares
        of common stock at an average price of $3.50 per share resulting in gross
        proceeds of $497,000 net of offering costs of $61,460 during the year ended
        March 31, 2006.
 
 During
        fiscal 2006, the Company issued 71,592 shares of common stock resulting from
        cashless exercises of 82,134 warrants converted using an average market price
        of
        approximately $5.80 per share resulting in 10,621 warrants used for the cashless
        conversion.
  During
        fiscal 2006, the Company issued 159,999 shares of common stock resulting
        from
        exercises of warrants at an average exercise price of $0.34 per share resulting
        in proceeds of $55,000.
 
 **NOTE
        10 - STOCK OPTIONS AND WARRANTS**
 
 Effective
        October 1, 2002, the Company adopted the 2002 Stock Option Plan (the “2002
        Plan”). The stockholders of the Company approved the 2002 Plan on October 1,
        2002. Under the 2002 Plan, incentive stock options and nonqualified options
        may
        be granted to officers, employees and consultants of the Company for the
        purchase of up to 5,000,000 shares of the Company’s common stock. The exercise
        price per share under the incentive stock option plan shall not be less than
        100% of the fair market value per share on the date of grant. The exercise
        price
        per share under the non-qualified stock option plan shall not be less than
        85%
        of the fair market value per share on the date of grant. Expiration dates
        for
        the grants may not exceed 10 years from the date of grant. The 2002 Plan
        terminates on October 1, 2012.
 
 No
        incentive stock options or non-qualified stock options were granted during
        the
        years ended March 31, 2007 and March 31, 2006. All options granted have an
        exercise price equal to the fair market value at the date of grant, vest
        upon
        grant or agreed upon vesting schedules and expire five years from the date
        of
        grant. Therefore, there was no compensation expense recognized for options
        issued to employees during 2006. Pursuant to SFAS No. 123, total compensation
        expense recognized for options issued to consultants in prior years was $222,761
        (including a $133,759 charge related to the modification of the option’s
        expiration dates) and $61,560 during 2007 and 2006, respectively. As of
        March 31, 2007 and 2006, there were 2,488,613 and 2,488,613 options
        outstanding, respectively, at an average exercise price of $0.45 per share
        under
        the 2002 Plan. There were no stock options granted subsequent to March 31,
        2007. The Company had 2,511,387 options available for grant under the 2002
        Plan
        at March 31, 2007.
 F-26
  **CRYOPORT,
          INC.**
 
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
          The Years Ended March 31, 2007 and 2006**
 
 **NOTE
        10 -STOCK OPTIONS AND WARRANTS, continued**
 
 From
        time
        to time, the Company issues warrants pursuant to various consulting agreements
        and other compensatory arrangements. During 2007 and 2006 the Company did
        not
        issue any warrants as the result of any third party service provider agreements.
 
 During
        fiscal 2007, the Company issued a total of 1,258,750 warrants to various
        board
        members, advisory board members, employees, and ongoing consultants to purchase
        shares of the Company’s common stock. The weighted average exercise price of
        these warrants is $0.76. The exercise prices of these warrants are equal
        to the
        fair values of the Company’s shares as of the dates of each grant. The Company
        has determined the aggregate fair value of the issued warrants, based on
        the
        Black-Scholes pricing model, to be approximately $955,007 as of the dates
        of
        each grant. The assumptions used under the Black-Scholes pricing model included:
        a risk free rate ranging from 4.75% to 4.82%; volatility ranging from 233%
        to
        282%; an expected exercise term of 5 years; and no annual dividend rate.
        The
        fair market value of the warrants has been recorded as consulting and
        compensation expense and is included in selling, general and administrative
        expenses for the year ended March 31, 2007.
 
 Certain
        warrants issued in conjunction with fundraising activities contain a cashless
        exercise provision. Under the provision, the holder of the warrant surrenders
        those warrants whose fair market value is sufficient to affect the exercise
        of
        the entire warrant quantity. The warrant holder then is issued shares based
        on
        the remaining net warrant and no proceeds are obtained by the Company. The
        surrendered warrants are cancelled by the Company in connection with this
        transaction.
  F-27


**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**




**NOTE
        10 -STOCK OPTIONS AND WARRANTS, continued**
 
 The
        following represents a summary of all stock option and warrant activity for
        the
        years ended March 31, 2007 and 2006:




**2007**
              
              **2006****Weighted**
              
              
              
              **Weighted****Options**
              
              **Average**
              
              **Options**
              
              **Average****and**
              
              **Exercise**
              
              **and**
              
              **Exercise****Warrants**
              
              **Price**
              
              **Warrants**
              
              **Price**Outstanding,
                  beginning of year
              
              
              3,632,737
              
              $
              0.57
              
              
              4,341,245
              
              $
              0.57Issued
              
              
              1,258,950
              
              
              0.76
              
              
              -
              
              
              -Exercised
              
              
              (8,333
              )
              
              0.30
              
              
              (242,133
              )
              
              0.10Expired/forfeited
              
              
              (363,333
              )
              
              1.16
              
              
              (466,375
              )
              
              0.08Outstanding
                  and exercisable,end
                  of year
              
              
              4,520,021
              
              $
              0.58
              
              
              3,632,737
              
              $
              0.57Weighted
                  average exerciseprice
                  of warrants granted
              
              
              
              
              $
              0.76
              
              
              
              
              $
              -




The
        following table summarizes information about stock options and warrants
        outstanding and exercisable at March 31, 2007:
 **Number
                    of****Options
                    and**
                
                **Weighted
                    Average****Warrants**
                
                **Remaining**
                
                **Weighted****Outstanding
                    and**
                
                **Contractual
                    Life**
                
                **Average
                    Exercise****Exercise
                    Price**
                
                **Exercisable**
                
                **(Years)**
                
                **Price**$0.80
                    - $1.00
                
                
                1,240,501
                
                
                7.5
                
                $
                0.98$0.50
                    - $0.75
                
                
                2,223,707
                
                
                5.4
                
                $
                0.56$0.04
                    - $0.30
                
                
                1,055,813
                
                
                8.3
                
                $
                0.134,520,021
   F-28




**CRYOPORT,
        INC.**
 
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
        The Years Ended March 31, 2007 and 2006**




**NOTE
        12 - RELATED PARTY TRANSACTIONS**
 
 In
        August
        2006, Peter Berry, the Company’s Chief Executive Officer, agreed to convert his
        deferred salaries to a long term note payable. Under the terms of this note,
        monthly payments of $3,000 will be made to Mr. Berry beginning in January
        2007.
        In January 2008, these payments will increase to $6,000 and remain at that
        amount until the loan is fully paid in December 2010. During the year ended
        March 31, 2007, note payments totaling $9,000 had been made to Mr. Berry
        pursuant to this note. Interest of 6% per annum on the outstanding principal
        balance of the note will begin to accrue January 1, 2008 and will be paid
        on a
        monthly basis along with the monthly principal payment beginning in January
        2008. As of March 31, 2007, the total amount of deferred salaries under this
        arrangement was $242,950 and is recorded as a note payable in the accompanying
        consolidated balance sheet (see Note 8).
 
 In
        June
        2005, the Company retained the legal services of Gary C. Cannon, Attorney
        at
        Law, for a monthly retainer fee of $6,500. At that same time, Mr. Cannon
        also
        became the Company’s Secretary and a member of the Company’s Board of Directors.
        The total amount paid to Mr. Cannon for retainer fees and out-of-pocket expenses
        for the years ended March 31, 2007 and 2006 were $78,500 and $64,624,
        respectively. In August 2006, Mr. Cannon was granted 103,400 warrants with
        an
        exercise price of $1.00 per share which equaled the fair value of the Company’s
        shares on the grant date. In January 2007, Mr. Cannon was granted 51,400
        warrants with an exercise price of $0.28 per share which equaled the fair
        value
        of Company’s shares as of the grant date.
 
 On
        October 13, 2006, various shareholders advanced the Company short term, zero
        interest loans ranging from $2,700 to $5,000 each, totaling $12,700. In December
        2006 and January 2007, these loans were paid in full and have no outstanding
        balances as of March 31, 2007.
 
 As
        of
        March 31, 2007 the Company had aggregate principal balances of $1,339,500
        in
        outstanding unsecured indebtedness owed to five related parties including
        four
        former board of directors representing working capital advances made to the
        Company from February 2001 through March 2005. These notes bear interest
        at the
        rate of 6% per annum and provide for total monthly principal payments beginning
        April 1, 2006 of $2,500, which increase by $2,500 every six months to a maximum
        of $10,000. Any remaining unpaid principal and accrued interest is due at
        maturity on various dates through March 1, 2015. Related party interest expense
        under these notes was $85,595 and $79,179 for the years ended March 31, 2007
        and
        2006, respectively. Accrued interest, which is included in notes payable
        in the
        accompanying balance sheet, related to these notes amounted to $404,341 and
        $318,746 as of March 31, 2007 and 2006, respectively. Subsequent to year
        end the
        Company failed to make the required payments under the notes. However, pursuant
        to the note agreements, the Company has a 120 grace period to pay missed
        payments before the notes enter default. Management expects to pay all payments
        due prior to the expiration of the 120 day grace period. No new borrowings
        have
        been made by the Company from these related parties as of June 29,
        2007.
  F-29
 **CRYOPORT,
            INC.**
 
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
  **For
            The Years Ended March 31, 2007 and 2006**
 **NOTE
        13 - SUBSEQUENT EVENTS**
 
 In
        January 2007, the Company entered into an Agency Agreement with a broker
        to
        raise funds in a private placement offering of common stock under Regulation
        D.
        In connection with this agreement, in April and May 2007, 3,524,584 shares
        of
        the Company’s common stock were sold to investors at an average price of $0.19
        per share for gross proceeds of $672,000 to the Company, net of issuance
        costs
        of $74,360.
 
 In
        May
        2007, the Company issued 703,478 shares of common stock pursuant to the terms
        of
        convertible debenture agreements. The Company converted $105,469 of convertible
        notes with aggregate principal balances of $98,500 and accrued interest of
        $6,969. The interest on the convertible notes was accrued at 15% per annum
        through the conversion dates. The notes were converted into common stock
        at a
        ratio of 6.67 shares for every dollar of debt converted, representing $0.15
        per
        share.
 
 In
        April,
        2007, the Company issued 350,000 shares of common stock pursuant to the payment
        terms of a consulting agreement. The shares were valued at $420,000, based
        on
        the underlying fair value of the shares on the date of grant, and have been
        recorded in prepaid assets to be expensed in selling, general and administrative
        expenses over the contract period during fiscal 2008.
 
 In
        June
        2007, the Company issued 6,052,000 warrants to investors in connection with
        recent Regulation D private placement agreements. These warrants were issued
        with average exercise prices of $0.33 and expiration dates of 18 months from
        the
        original dates of investments.
  F-30


**ITEM
                8.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE.**





None.




**ITEM
                8A.**
            **CONTROLS
                AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures.**




The
      Company’s Chief Executive Officer and Vice President of Finance carried out an
      evaluation of the effectiveness and operation of the Company’s disclosure
      controls and procedures. They have concluded after evaluating the effectiveness
      of the Company’s disclosure controls and procedures as of March 31, 2007, that
      as of that date, the Company’s disclosure controls and procedures were effective
      and designed to ensure that material information relating to the Company would
      be made known to them by others.




**Changes
      in Internal Controls.**




There
      have been no significant changes in the Company’s internal controls or in other
      factors that could significantly affect those controls subsequent to the
      evaluation date.




82


**PART
      III**




**ITEM
                9:**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE.**





**Directors
      and Executive Officers** **of the Registrant:**





The
      following table sets for the name and age of each director and executive
      officer, the year first elected as a director and/or executive officer and
      the
      position(s) held with the Company:





**Name**
            
            **Age**
            
            **Position**
            
            **Date
                Elected**Peter
                Berry
            
            59
            
            Director
                and Chief Executive Officer, President
            
            2003Dee
                S. Kelly, CPA
            
            46
            
            Vice
                President of Finance
            
            2003Kenneth
                G. Carlson
            
            53
            
            Vice
                President of Sales and Marketing
            
            2005Thomas
                Fischer, PhD
            
            60
            
            Director,
                Vice Chairman of the Board
            
            2005Gary
                C. Cannon
            
            56
            
            Director,
                Secretary of the Board
            
            2005Adam
                M. Michelin
            
            63
            
            Director
            
            2005Stephen
                L. Scott
            
            55
            
            Director
            
            2005





**Background
      of Directors and Officers** **:**





**Peter
      Berry,** became
      the Company’s President, Chief Executive Officer and a member of the Company’s
      Board of Directors in connection with the Share Exchange Agreement. Mr. Berry
      joined CryoPort Systems, Inc. as a consultant in 2002 and became its President,
      Chief Executive Officer, Chief Operating Officer and a member of its Board
      of
      Directors in 2003. Prior to joining the Company, Mr. Berry was Vice President
      Sales & Marketing for BOC Cryostar, AG in Switzerland from 1996 to 2000 and
      principal of a private consulting practice from 2001 to 2003. Mr. Berry has
      over
      30 years executive experience in cryogenic equipment with Union Carbide, BOC
      Group and MVE International. He also has business start up, turnaround,
      sales/marketing and operations background experience, both domestic and
      international, in manufacturing and service based industries.




**Dee
      S. Kelly,**  **CPA** ,
      became
      Vice President of Finance for the Company in August 2003. Ms. Kelly was formerly
      with Ernst & Young, LLP and has 22 years experience in public and private
      accounting. She has held executive financial positions with international
      bio-tech and medical device manufacturers. Ms. Kelly recently served as Vice
      President, Controller for Equifax Financial Services, Inc. from 1995 to 2000.
      Ms. Kelly joined the Company in 2003. Prior to joining the Company, Ms. Kelly
      was Corporate Controller for MacGillivray Freeman Films from 2000 to 2001,
      Corporate Controller for Masimo Corporation, a manufacturer of patient
      monitoring devices from 2001 to 2002 and principal of a private consulting
      practice since 2002.




83




**Kenneth
      Carlson, MBA,** became
      Vice President of Sales for the Company in August, 2005. Prior to joining the
      Company, Mr. Carlson was Vice President, General Manager of Phoenix Life
      Solutions, LLC, a marketer of defibrillators and emergency response
      systems.  From 2000 to 2003, Mr. Carlson was Vice President, Sales for
      Falcon Waterfree Technologies, LLC, and from 1999 to 2000 he served as Vice
      President, Sales for Titan Scan Corporation, a manufacturer of electron-beam
      sterilization systems for medical products.  Mr. Carlson has over 20 years
      of experience in sales, marketing and senior management roles for medical device
      and healthcare technology companies such as Johnson & Johnson and Zimmer,
      Inc.  His background has involved strategic planning for start-up and early
      stage companies, including product introduction and distribution planning.
      Mr.
      Carlson received his Bachelor of Science degree from the University of Southern
      California and his Masters of Business degree from Arizona State
      University.




**Gary
      C. Cannon** ,
      became
      the Company’s Secretary and a member of the Company’s Board of Directors in June
      2005. Prior to joining the Company, Mr. Cannon was securities counsel and
      compliance officer for The Affordable Energy Group, Inc. from November 2004
      to
      May 2005, and general and securities counsel for World Transport Authority,
      Inc.
      from July 2003 to November 2004. Mr. Cannon was in private practice from August
      2000 to July 2003, and has practiced law for the past 18 years, representing
      all
      sizes of businesses in such areas as, formation, mergers and acquisitions,
      financing transactions, tax planning, and employee relations. Mr. Cannon has
      done extensive securities work and has served as a compliance officer for
      companies with respect to the Sarbanes-Oxley Act, and other compliance matters.
      Mr. Cannon obtained his Juris Doctorate from National University School of
      Law,
      his Masters of Business degree from National University and his Bachelor of
      Arts
      from United States International University.




**Adam
      M. Michelin** ,
      became
      a member of the Company’s Board of Directors in June 2005. Mr. Michelin is
      currently the Chief Executive Officer, and a principal, of the Enterprise Group,
      a position he has held since March 2005. Prior to the Enterprise Group, Mr.
      Michelin was a principal with Kibel Green, Inc. for a period of 11 years. Mr.
      Michelin has over 30 years of practice in the areas of executive leadership,
      operations and is very experienced in evaluating, structuring and implementing
      solutions for companies in operational and/or financial crisis. Mr. Michelin
      received his Juris Doctorate from the University of West Los Angeles and his
      Bachelor of Science from Tri State University. Mr. Michelin has also done MBA
      course work at New York University.




84




**Thomas
      S. Fischer, PhD** ,
      has
      over 20-years experience as a healthcare executive with a special emphasis
      on
      using information, analytic tools and technology to solve problems and improve
      operations. Currently retired, he consults in the healthcare sector. Dr. Fischer
      previously served as Senior Vice President and Chief Administrative Officer
      at
      Blue Shield of California from 1997 to 1999, and as Senior Vice President,
      Chief
      Information Officer from 1994 to 1997. Prior to Blue Shield, he held senior
      management positions with Kaiser Foundation Health Plan, Inc. for 12 years.
      Dr.
      Fischer obtained his Doctor of Philosophy in Mathematics from the University
      of
      Nebraska and his Bachelor of Science and Master of Science degrees from Portland
      State University.




**Stephen
      L. Scott** is a
      management and organizational consultant with over 20-years experience with
      diverse manufacturing businesses, including a specific background with
      developmental stage companies. Since 1996, Mr. Scott has been President of
      Technology Acquisition Group, providing expertise in corporate growth planning,
      strategic partner development, finance, operations, team building, product
      opportunity identification, corporate re-engineering and mergers and
      acquisitions. In addition to early stage and small companies, he has performed
      projects with Fortune 1000 firms such as IBM, GE, AT&T, Bristol-Myers
      Squibb, Warner-Lambert, Johnson & Johnson and Ayerst-Wyeth. Mr. Scott
      received his Juris Doctorate and Masters of Business Administration degrees
      from
      National University and his Bachelor of Science degree from the University
      of
      Akron.





The
      officers of the Company hold office until their successors are elected and
      qualified, or until their death, resignation or removal.





None
      of
      the directors or officers hold a directorship in any other reporting company
      except: Adam Michelin is Director, CEO/President and Treasurer of Redux
      Holdings, Inc. (RDXH); and Gary Cannon is Secretary and General Counsel of
      Redux
      Holdings, Inc. and General Counsel for the Affordable Energy Group, Inc. and
      for
      Global Development and Environmental Resources, Inc., both publicly traded
      companies.





None
      of
      the directors or officers listed above has:





·
            had
                a bankruptcy petition filed by or against any business of which that
                person was a general partner of executive officer either at the time
                of
                the bankruptcy or within two years prior to that
                time;


·
            had
                any conviction in a criminal proceeding, or been subject to a pending
                criminal proceeding;


·
            been
                subject to any order, judgment, or decree by any court of competent
                jurisdiction, permanently or temporarily enjoining, barring, suspending
                or
                otherwise limiting such person’s involvement in any type of business,
                securities or banking activities;


·
            been
                found by a court of competent jurisdiction, the Commission, or the
                Commodity Futures Trading Commission to have violated a federal or
                state
                securities or commodities law.




85




**Board
      of Directors Meetings and Committees:**





During
      the fiscal year ended March 31, 2007, there were six meetings of the board
      of
      directors as well as several actions taken with the unanimous written consent
      of
      the directors. The Board has established an Audit Committee and a Compensation
      and Governance Committee. The Board is currently reviewing the requirements
      for
      and the need to set up an executive committee and other committees to help
      its
      board of directors oversee the operations of the Company.





**Audit
      Committee**




Company’s
      board of directors has a formally established audit committee and an adopted
      Audit Committee Charter. The Company has determined that Adam Michelin, Audit
      Committee Chairman, qualifies as an “audit committee financial expert” as
      defined in Item 401(h) of Regulation S-K. of the Securities and Exchange
      Commission rules and is “independent” within the meaning of Rule 4200(a) (15) of
      the National Association of Securities Dealers. Mr. Fischer and Mr. Scott and
      comprise the remaining audit committee members. The audit committee reviews
      the
      qualifications of the independent auditors, our annual and interim financial
      statements, the independent auditor’s report, significant reporting or operating
      issues and corporate policies and procedures as they relate to accounting and
      financial controls.




**Compensation
      and Governance Committee**




The
      current members of the Compensation and Governance Committee as appointed by
      the
      Board are Thomas Fischer, Chairman, Gary Cannon, and Steven Puente. Mr. Puente
      is an outside expert consultant serving on the Compensation and Governance
      Committee.




**Nominating
      Procedures and Criteria**




The
      Company does not have a nominating committee. The function of the nominating
      committee is handled by the Company’s Compensation and Governance Committee.




**Compensation
      Committee Interlocks and Insider Participation**




None
      of
      the members of the Compensation Committee is or has been an officer or employee
      of the Company.




**Section
      16(a) Beneficial Ownership Reporting Compliance.**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our officers
      and directors and those persons who beneficially own more than 10% of the
      Company’s outstanding shares of common stock to file reports of securities
      ownership and changes in such ownership with the Securities and Exchange
      Commission. Officers, directors, and greater than 10% beneficial owners are
      also
      required by rules promulgated by the SEC to furnish us with copies of all
      Section 16(a) forms they file.




86




Based
      solely upon a review of the copies of such forms furnished to the Company,
      we
      believe that during the year ended March 31, 2007, all Section 16(a) filing
      requirements applicable to our officers, directors and greater than 10%
      beneficial owners were complied with.





**Code
      of Ethics for Principal Executive Officers and Senior Financial
      Officers.**





The
      Board
      of Directors has adopted a Code of Ethics applicable to the Chief Executive
      Officer, the Vice President of Finance, as well as all of the senior financial
      officers. The Code of Ethics of the Company is available, free of charge, on
      request by writing to the Secretary of the Company.





**ITEM
              10.**
            **EXECUTIVE
                COMPENSATION.**




**Compensation
      Discussion and Analysis**




The
      Compensation and Governance Committee, consisting of two members of the Board
      of
      Directors and one expert consultant, administers the executive compensation
      program. The role of the Compensation and Governance Committee is to oversee
      the
      Company’s compensation and benefit plans and policies, administer stock and
      option plans and review and approve annually all compensation decisions relating
      to the executive officers of the Company.




The
      compensation programs are designed to remunerate the Company’s executives and
      are intended to provide incentive to the senior executives and other employees
      to maximize shareholder value, which in turn affects the overall compensation
      earned by the Company’s management. The Company has adopted compensation
      programs designed to achieve the following:




·
            Attract,
                motivate and retain superior
                talent;


·
            Encourage
                high performance and promote
                accountability;


·
            Ensure
                that compensation is commensurate with the company’s annual performance;
                and


·
            Provide
                performance awards for the achievement of financial and operational
                targets and strategic objectives, essential to the Company’s long-term
                growth.




The
      Compensation and Governance Committee evaluates the compensation plans for
      executive officers taking into account strategic goals and performance metrics.
      In addition, the Compensation Committee performs reviews of all Company
      compensation policies, including policies and strategy relating to executive
      compensation, as well as the appropriate mix of base salary and incentive
      compensation.




87




Elements
      of Compensation




Executive
      compensation consists of the following elements:




***Base
      Salary.*** Base
      salaries for the Company’s executives are generally established based on the
      scope of their responsibilities, level of experience and individual performance,
      taking into account both external competitiveness and internal equity
      considerations. The goal for the base salary component is to compensate
      employees at a level that approximates the median salaries of individuals in
      comparable positions at similarly situated companies. Base salaries are reviewed
      by the Compensation and Governance Committee and may be adjusted from time
      to
      time at the Compensation and Governance Committee’s discretion.




***Incentive
      Warrants and Stock Options.*** From
      time
      to time the Company grants incentive warrants or stock options to employees
      based upon review and recommendation by the Compensation and Governance
      Committee and approval of grants by the Board of Directors. All warrants and
      stock options are granted at the closing market price of the Company’s stock on
      the date of grant.




On
      October 1, 2002, the Company adopted the 2002 Stock Option Plan (the “2002
      Plan”). Under the 2002 Plan, incentive stock options and nonqualified options
      may be granted to officers, employees and consultants of the Company for the
      purchase of the Company’s common stock. The 2002 Plan provides for the issuance
      of incentive stock options within the meaning of Section 422 of the Internal
      Revenue Code of 1986, as amended (the “Code”). The purpose of the 2002 Plan is
      to enable the Company to attract, retain and motivate its employees by providing
      for performance-based benefits. As of March 31, 2007, 2,488,613 options to
      purchase shares of the Company’s Common Stock were outstanding under the 2002
      Plan, of which 2,484,613 options to purchase shares had vested, and 2,511,387
      shares were available for future awards under the 2002 Plan.




The
      2002
      Plan is administered by the Compensation and Governance Committee which consists
      of two members of the Board of Directors and one expert consultant. The
      committee’s recommendations are then presented to the full Board of Directors
      for approval. The administrator has the power to construe and interpret the
      2002
      Plan and, subject to provisions of the 2002 Plan, to determine the persons
      to
      whom and the dates on which awards will be granted, the number of shares to
      be
      subject to each award, the times during the term of each award within which
      all
      or a portion of the award may be exercised, the exercise price, the type of
      consideration and other terms and conditions of the award. The exercise price
      of
      stock options under the 2002 Plan may not be less than the fair market value
      of
      the Common Stock subject to the option on the date of the option grant. The
      maximum term of the 2002 Plan is ten years, except that the Board may terminate
      the 2002 Plan earlier. The term of each individual award will depend upon the
      written agreement between the Company and the grantee setting forth the terms
      of
      the awards.




88




***General
      Benefits.*** The
      Company’s executive employees are eligible to participate in all employee
      benefit plans, such as medical insurance. The Company currently does not offer
      pension benefits 401K benefits to any employees.




2006
      Executive Base Salary and Incentive Compensation Determination




***Peter
      Berry***




Mr.
      Berry
      has served as the Company’s President and Chief Executive Officer since April,
      2003. Mr. Berry has an annual base salary of $96,000. Mr. Berry has an
      employment agreement with the Company which originally expired November 1,
      2005.
      Based on the recommendation of the Compensation Committee, in December 2005
      and
      again in December 2006, the Board has approved the extension of Mr. Berry’s
      employment contract for additional one-year terms with the same base salary
      as
      that provided for in the last year of the original employment agreement. Under
      the extended terms of his employment agreement, Mr. Berry is eligible for an
      annual cash bonus as recommended by the Compensation Committee and approved
      by
      the full Board of Directors. During the fiscal year 2007 the Board approved
      a
      $30,000 cash bonus for Mr. Berry of which $15,000 has been paid and the
      remaining $15,000 is included in Accrued Salaries as of March 31, 2007. Mr.
      Berry also receives compensation in the form of health care benefits from the
      Company. During the year ended March 31, 2007, Mr. Berry elected to defer
      $79,000 of salary and $15,000 of bonuses earned.




***Dee
      S. Kelly***




Ms.
      Kelly
      has served as the Company’s Vice President, Finance since August 2003. Ms.
      Kelly, a California licensed Certified Public Accountant, works part-time for
      the Company as a consultant on a monthly retainer basis of $8,000 per month.
      Based on the recommendation of the Compensation Committee and approval by the
      Board, Ms. Kelly was granted incentive awards of 158,500 warrants exercisable
      at
      $1.00 per share on August 3, 2006 and 61,000 warrants exercisable at $0.28
      per
      share on January 3, 2007. The exercise prices of the warrants are equal to
      the
      fair value of the Company stock as of the grants dates. Ms. Kelly does not
      have
      an employment contract with the Company. During the year ended March 31, 2007,
      Ms. Kelly deferred $42,000 of her earnings which is included in accounts payable
      at March 31, 2007.




***Kenneth
      G. Carlson***




Mr.
      Carlson has served as the Company’s Vice President of Sales and Marketing since
      August 2005. Mr. Carlson currently receives an annual salary of $96,000 per
      year
      and has no employment contract. Based on the recommendation of the Compensation
      Committee and approval by the Board Mr. Carlson was granted incentive awards
      of
      157,000 warrants exercisable at $1.00 per share on August 3, 2006 and 65,000
      warrants exercisable at $0.28 per share on January 3, 2007. Mr. Carlson also
      receives compensation in the form of health care benefits from the
      Company.




89




**2007
      SUMMARY COMPENSATION TABLE**




The
      table
      below summarizes the total compensation paid or earned by the Company’s Chief
      Executive Officer, and two other most highly compensated executive officers
      for
      the year ended March 31, 2007.




**Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary**
              **$**
            
            **Bonus**
              **$**
            
            **Stock**
              **Awards**
              **$(3)**
            
            **Option
                and Warrant**
              **Awards**
              **$
                (3)**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compen-sation**
              **$**
            
            **Change
                in**
              **Pension
                Value and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **$**
            
            **All
                Other**
              **Compen-sation**
              **$**
            
            **Total**
              **$**Peter
                Berry,
              Chief
                Executive Officer and Director (1)
            
            
            2007
            
            $
            96,000
            
            $
            30,000
            
            $
            58,283
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            3,300
            
            $
            129,300Dee
                S. Kelly,
              Vice
                President, Finance (2)
            
            
            2007
            
            $
            89,000
            
            $
            —
            
            $
            5,867
            
            $
            174,246
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            265,246Kenneth
                Carlson,
              Vice
                President, Sales and Marketing (3)
            
            
            2007
            
            $
            72,846
            
            $
            —
            
            $
            —
            
            $
            173,877
            
            $
            —
            
            $
            —
            
            $
            4,020
            
            $
            241,424




(1)
                Mr.
                    Berry deferred $94,562 of salaries and bonus earned during fiscal
                    year
                    2007.
  (2)
                Ms.
                    Kelly bills the Company for her earnings as a part-time contract
                    employee
                    and deferred approximately $37,000 of her billings during fiscal
                    year
                    2007.
  (3)
                Reflects
                    the dollar amount recognized for financial reporting purposes
                    for the year
                    ended March 31, 2007, in accordance with SFAS 123(R) of warrant
                    and stock
                    option awards pursuant to the 2002 Stock Option Plan, and thus
                    includes
                    amounts from awards granted in and prior to 2007. Assumptions
                    used in the
                    calculation of these amounts are included in Note 10, Stock Options
                    and
                    Warrants. All stock warrants were granted at the closing market
                    price of
                    the Company’s stock on the date of grant. See Note 10 - Stock Options and
                    Warrants
   90






The
      All
      Other Compensation column in the 2007 Summary Compensation Table consists of
      the
      following:




**Name
                and**
              **Principal
                Position**
            
            **Fiscal
                Year**
            
            **Perquisites
                and Other Personal Benefits**
              **$**
            
            **Tax
                Reimburse-ments**
              **$**
            
            **Insurance
                Premiums**
              **$**
            
            **Company
                Contri-butions to 401(k) plan**
              **$
                (1)**
            
            **Severence
                Payments / Accruals**
              **$**
            
            **Change
                in Control Payments / Accruals**
              **$**
            
            **Total**
              **$**Peter
                Berry,
              Chief
                Executive Officer and Director
            
            
            2007
            
            $
            0
            
            $
            0
            
            $
            3,300
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            3,300Dee
                S. Kelly,
              Vice
                President, Finance
            
            
            2007
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Kenneth
                G. Carlson,
              Vice
                President, Sales and Marketing
            
            
            2007
            
            $
            0
            
            $
            0
            
            $
            4,020
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            4,020







(1)
            The
                Company does not currently offer a 401(k) plan due to the low number
                of
                eligible employees.




**Outstanding
      Equity Awards at Fiscal Year-End:**





The
      following table provides information on the holdings of equity awards by the
      named executive officers as of March 31, 2007.


**Warrant
                  and Option Awards**
              
              **Stock
                  Awards****Option**
              
              **Number
                  of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options
                  and Warrants**
                **(#)**
              
              **Number
                  of**
                **Securities**
                **Underlying**
                **Unexercised**
                **Options
                  and Warrants**
                **(#)**
              
              **Equity**
                **Incentive**
                **Plan Awards**
                **Number
                  of**
                **Securities**
                **Underlying
                  Unexercised**
                **Unearned**
                **Options
                  and**
              
              **Option
                  Exercise**
              
              **Option
                  Expir-**
              
              **Number of**
                **Shares
                  or**
                **Units
                  of Stock That**
                **Have
                  Not**
              
              **Market**
                **Value of**
                **Shares or**
                **Units
                  of**
                **Stock That**
                **Have
                  Not**
              
              **Equity**
                **Incentive**
                **Plan
                  Awards:**
                **Number
                  of**
                **Unearned**
                **Shares,
                  Units**
                **or
                  Other Rights That**
                **Have
                  Not**
              
              **Equity**
                **Incentive**
                **Plan Awards**
                **Market
                  or**
                **Payout
                  Value**
                **of
                  Unearned**
                **Shares,
                  Units or Other**
                **Rights
                  That**
                **Have
                  Not****Name**
              
              **Grant**
                **Date**
              
              **Exercisable**
              
              **Unexercisable**
              
              **Warrants**
                **(#)**
              
              **Price**
                **($)**
              
              **ation**
                **Date**
              
              **Vested**
                **(#)**
              
              **Vested**
                **($)**
              
              **Vested**
                **(#)**
              
              **Vested**
                **($)**Peter
                  Berry
              
              
              11/1/02
              
              
              500,000
              
              
              -
              
              
              -
              
              $
              0.50
              
              
              11/1/12
              
              
              -
              
              
              -
              
              
              -
              
              
              -4/1/03
              
              
              250,000
              
              
              -
              
              
              -
              
              $
              0.50
              
              
              4/1/13
              
              
              -
              
              
              -
              
              
              -
              
              
              -11/1/03
              
              
              250,000
              
              
              -
              
              
              -
              
              $
              0.60
              
              
              11/1/13
              
              
              -
              
              
              -
              
              
              -
              
              
              -8/1/04
              
              
              367,970
              
              
              -
              
              
              -
              
              $
              0.04
              
              
              8/1/14
              
              
              -
              
              
              -
              
              
              -
              
              
              -Dee
                  S. Kelly
              
              
              10/1/03
              
              
              75,000
              
              
              -
              
              
              -
              
              $
              0.60
              
              
              10/1/13
              
              
              -
              
              
              -
              
              
              -
              
              
              -8/1/04
              
              
              36,752
              
              
              -
              
              
              -
              
              $
              0.04
              
              
              8/1/14
              
              
              -
              
              
              -
              
              
              -
              
              
              -8/3/06
              
              
              158,500
              
              
              -
              
              
              -
              
              $
              1.00
              
              
              8/3/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -1/3/07
              
              
              61,000
              
              
              -
              
              
              -
              
              $
              0.28
              
              
              1/3/17
              
              
              -
              
              
              -
              
              
              -
              
              
              -Kenneth
                  G. Carlson
              
              
              8/3/06
              
              
              157,000
              
              
              -
              
              
              -
              
              $
              1.00
              
              
              8/3/16
              
              
              -
              
              
              -
              
              
              -
              
              
              -1/3/07
              
              
              65,000
              
              
              -
              
              
              -
              
              $
              0.28
              
              
              1/3/17
              
              
              -
              
              
              -
              
              
              -
              
              
              -
  91


**Aggregated
      Warrant and Option Exercises in last Fiscal Year and Fiscal Year-End Warrant
      and
      Option Values:**


Shares
                  Acquired
              
              Value
              
              Number
                  of Shares Underlying Unexercised
                Warrants
                  and Options at
                March
                  31, 2007
              
              Value
                  of Unexercised
                In-the-Money
                Warrants
                  and Options at
                March
                  31, 2007(1)Name
              
              on
                  Exerc
              
              Realized
              
              Exercisable
              
              Unexercisable
              
              Exercisable
              
              UnexercisablePeter
                  Berry
              
              
              0
              
              
              0
              
              
              1,367,970
              
              
              -
              
              $
              1,532,126
              
              
              -Dee
                  S. Kelly
              
              
              0
              
              
              0
              
              
              331,252
              
              
              -
              
              $
              371,002
              
              
              -Kenneth
                  G. Carlson
              
              
              0
              
              
              0
              
              
              222,000
              
              
              -
              
              $
              248,640
              
              
              -


(1)  The
      values of the unexercised in-the-money warrants and options have been calculated
      on the basis of the estimated fair market value at March 31, 2007 of $1.12
      based
      on average selling price of recent unregistered common stock sales, less the
      applicable exercise price, multiplied by the number of shares acquired on
      exercise.





**Pension
      Benefits**





None
      of
      the Company’s named executive officers are covered by a defined pension plan,
      defined contribution plan, or other similar benefit plan that provides for
      payments or other benefits.




**Nonqualified
      Defined Contribution And Other Nonqualified Deferred Compensation
      Plans**





The
      Company does not maintain any nonqualified compensation plans.




**Director
      Compensation**




Compensation
      for the Board of Directors is governed by the Company’s Compensation and
      Governance Committee. Historically there have been no cash payments made to
      the
      directors for their board services. From time to time the Company grants stock
      warrants to the directors with exercise prices equal to the fair value as of
      grant date based on external expert reports and guidance through the
      Compensation and Governance Committee recommendations.




92


**Director
      Compensation Table**




Director
                Name
            
            Fees
                Earned or Paid in Cash
              ($)
            
            Stock
                Awards
              ($)(1)
            
            Warrant
                and Option Awards
              ($)(1)
            
            Total
              ($)Peter
                Berry
            
            
            —
            
            $
            58,283
            
            
            -
            
            
            -Gary
                C. Cannon
            
            
            —
            
            
            —
            
            
            116,917
            
            
            116,917Adam
                M. Michelin
            
            
            —
            
            
            —
            
            
            89,980
            
            
            89,980Thomas
                Fischer
            
            
            —
            
            
            —
            
            
            78,537
            
            
            78,537Stephen
                L. Scott
            
            
            —
            
            
            —
            
            
            77,586
            
            
            77,586





(1)
            Reflects
                the dollar amount recognized for financial reporting purposes for
                the year
                ended March 31, 2007, in accordance with SFAS 123(R) of warrant and
                stock
                option awards pursuant to the 2002 Stock Option Plan, and thus includes
                amounts from awards granted in and prior to 2007. Assumptions used
                in the
                calculation of these amounts are included in Note 10, Stock Options
                and
                Warrants. All stock warrants were granted at the closing market price
                of
                the Company’s stock on the




**Employment
      Contracts:**




Peter
      Berry is subject to an employment agreement with the Company dated November
      1,
      2002, as amended March 17, 2003, pursuant to which he has been employed as
      the
      Company’s President and Chief Operating Officer. The Agreement provides for an
      initial annual base salary of $84,000, which increased to $88,000 and $93,000
      in
      years two and three, respectively. Pursuant to the terms of the Agreement the
      Company extended Mr. Berry’s employment agreement for a period of one year
      through November 1, 2007, at a base salary of $96,000. On November 1, 2002,
      pursuant to the Agreement, the Company granted Mr. Berry a stock option to
      purchase up to 500,000 shares of common stock at an exercise price of $.50
      per
      share, which option vested as to 125,000 shares on the first anniversary of
      the
      date of grant, and thereafter vests in 36 equal monthly installments through
      November 11, 2006. In the event that the Company terminates Mr. Berry’s
      employment without “cause”, as defined in the Agreement, or fails to renew the
      Agreement except for “cause”, then upon such termination, the Company is
      obligated to pay to Mr. Berry as severance an amount equal to his then current
      base salary, plus any earned incentive bonus. In March 2003, the Agreement
      was
      amended to reflect Mr. Berry’s agreement to a reduced base salary during the
      first year of $60,000, and agreement to forego eligibility for an incentive
      bonus for such year. In exchange for the foregoing, the Company granted Mr.
      Berry an additional stock option to purchase an additional 250,000 shares of
      its
      common stock at a price of $.50 per share. The option was vested as to 125,000
      shares on the date of grant, and 62,500 shares on each of September 30, 2003
      and
      March 31, 2004. All other terms of the Agreement remained unchanged. The
      agreement was further amended by board consent, due to the financial condition
      of the company in 2004 at Mr. Berry’s request, to eliminate the 100% bonus
      provision per the contract in year two and defer this bonus into the third
      year
      of the employment contract. This entitled Mr. Berry to earn up to 200% of his
      then salary in the third contract year. Mr. Berry’s bonus earned for the third
      year of the Agreement was approved for a total of $100,000 which was included
      in
      Mr. Berry’s accrued salaries as of March 31, 2006 an converted into a note
      payable during fiscal 2007. Mr. Berry’s bonus earned for the fourth year of the
      agreement was approved for $30,000 and was included in accrued salaries as
      of
      March 31, 2007.




93




The
      Company has no other employment agreements.




**Potential
      Payments On Termination Or Change In Control:**





Pursuant
      to the terms of Mr. Berry’s employment agreement, in the event that the Company
      terminates Mr. Berry’s employment without “cause”, as defined in the Agreement,
      or fails to renew the Agreement except for “cause”, then upon such termination,
      the Company is obligated to pay to Mr. Berry as severance an amount equal to
      his
      current base salary, plus any earned incentive bonus. Aside from Mr. Berry’s
      employment contract and one provision in the Company’s 2002 Stock Option Plan
      discussed in the next paragraph, the Company does not provide any additional
      payments to named executive officers upon their resignation, termination,
      retirement, or upon a change of control.





The
      2002
      Stock Option Plan provides that in the event of a “change of control,” all
      options shares will become fully vested and may be immediately exercised by
      the
      person who holds the option.




**Change
      in Control Agreements:**





There
      are
      no understandings, arrangements or agreements known by management at this time
      which would result in a change in control of CryoPort ,
      Inc. or
      any subsidiary.





**Equity
      Compensation Plan Information:**





The
      Company currently maintains one equity compensation plan, referred to as the
      2002 Stock Incentive Plan (the “2002 Plan”). The Company’s Compensation and
      Governance Committee is responsible for making reviewing and recommending grants
      of options under this plan which are approved by the Board of Directors. The
      2002 Plan, which was approved by its shareholders in October 2002, allows for
      the grant of options to purchase up to 5,000,000 shares of its common stock.
      The
      2002 Plan provides for the granting of options to purchase shares of the
      Company’s common stock at prices not less than the fair market value of the
      stock at the date of grant and generally expire ten years after the date of
      grant. The stock options are subject to vesting requirements, generally 3 or
      4
      years. The 2002 Plan also provides for the granting of restricted shares of
      common stock subject to vesting requirements. No restricted shares have been
      granted pursuant to the 2002 Plan as of June 29, 2007.




94




The
      following table sets forth certain information as of March 31, 2007 concerning
      the Company’s common stock that may be issued upon the exercise of options or
      pursuant to purchases of stock under its 2002 Plan:





Plan
                Category
            
            (a)
              Number of Securities
                to be Issued Upon the Exercise of Outstanding Options
            
            (b)
              Weighted-Average
                Exercise Price of Outstanding Options
            
            (c)
              Available
                for Future Issuance Under Equity Compensation Plans (Excluding Securities
                Reflected in Column (a))Equity
                compensation plans approved by stockholders
            
            
            2,488,613
            
            $
            0.45
            
            
            2,511,387Equity
                compensation plans not approved by stockholders
            
            
            N/A
            
            
            N/A
            
            
            N/A2,488,613
            
            $
            0.45
            
            
            2,511,387




95


**REPORT
      OF THE COMPENSATION AND GOVERNANCE COMMITTEE**




The
      Compensation and Governance Committee was established in fiscal 2006. The
      Compensation Committee has reviewed and discussed the foregoing Compensation
      Discussion and Analysis required by Item 402(b) of Regulation S-K with
      management. Based on such review and discussions referred to above, the
      Compensation Committee recommended to the Board of Directors that the
      Compensation Discussion and Analysis be included into CryoPort’s Annual Report
      on Form 10-KSB for the year ended March 31, 2007.







THE COMPENSATION AND
              GOVERNANCE COMMITTEEThomas Fischer,
              ChairmanGary C. CannonSteven
              Puente






96






**ITEM
                11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT.**





**Security
      Ownership of Certain Beneficial Owners** **:**





The
      following table sets forth information with respect to the beneficial ownership
      of the Company’s common stock as of June 29, 2007, by each person or group of
      affiliated persons known to the Company to beneficially own 5% or more of its
      common stock, each director, each named executive officer, and all of its
      directors and named executive officers as a group. As of June 29, 2007, there
      were 39,386,980 shares
      of
      common stock outstanding. Unless otherwise indicated, the address of each
      beneficial owner listed below is c/o CryoPort, Inc., 451 Atlas Street, Brea,
      California 92821.





The
      following table gives effect to the shares of common stock issuable within
      60
      days of March 31, 2007, upon the exercise of all options and other rights
      beneficially owned by the indicated stockholders on that date. Unless otherwise
      indicated, the persons named in the table have sole voting and sole investment
      control with respect to all shares beneficially owned:




**Beneficial
                Owner**
            
            **Number
                of Shares Beneficially Owned**
            
            **Percentage
                of Shares Beneficially Owned****Executive
                Officers and Directors:**Peter
                Berry
            
            
            1,367,970
            (1)
            
            3.5
            %Dee
                S. Kelly
            
            
            331,252
            (1)
            
            0.8
            %Kenneth
                G. Carlson
            
            
            222,000
            (1)
            
            0.6
            %Gary
                C. Cannon
            
            
            154,800
            (1)
            
            0.4
            %Adam
                M. Michelin
            
            
            115,000
            (1)
            
            0.3
            %Thomas
                S. Fischer, PhD
            
            
            102,600
            (1)
            
            0.3
            %Stephen
                L. Scott
            
            
            99,200
            (1)
            
            0.3
            %All
                directors and named executive officers as a group (6
                persons)
            
            
            2,392,822
            
            
            6.1
            %




**Beneficial
                Owner**
            
            **Number
                of Shares Beneficially Owned**
            
            **Percentage
                of Shares Beneficially Owned****Other
                5% Stockholders:**Patrick
                Mullens, M.D.
            
            
            2,592,153
            
            
            6.6
            %Raymond
                Takahashi, M.D.
            
            
            2,518,012
            (1)
            
            6.4
            %David
                Petreccia, M.D.
            
            
            1,998,418
            
            
            5.1
            %Dante
                Panella
            
            
            1,950,000
            
            
            5.0
            %





(1)
            Includes
                shares which individuals shown above have the right to acquire as
                of March
                31, 2007, or within 60 days thereafter, pursuant to outstanding stock
                options and/or warrants as follows: Mr. Berry - 1,367,970 shares;
                Dr.
                Takahashi - 583,333 shares; Ms. Kelly -101,752 shares; Mr. Carlson
                -
                222,000 shares; Mr. Cannon - 154,800 shares; Mr. Michelin - 115,000
                shares; Mr. Fischer - 102,600 shares; and Mr. Scott - 99,200
                shares.




97





**ITEM
                12.**
              **CERTAIN
                  RELATIONSHIPS AND RELATED
                  TRANSACTIONS.**





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.




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.




In
      August
      2006, Peter Berry, the Company’s Chief Executive Officer, agreed to convert his
      deferred salaries to a long term note payable. Under the terms of this note,
      monthly payments of $3,000 will be made to Mr. Berry beginning in January 2007.
      In January 2008, these payments will increase to $6,000 and remain at that
      amount until the loan is fully paid in December 2010. During the year ended
      March 31, 2007, note payments totaling $9,000 had been made to Mr. Berry
      pursuant to this note. Interest of 6% per annum on the outstanding principal
      balance of the note will begin to accrue January 1, 2008 and will be paid on
      a
      monthly basis along with the monthly principal payment beginning in January
      2008. As of March 31, 2007, the total amount of deferred salaries under this
      arrangement was $242,950 and is recorded as a note payable in the accompanying
      consolidated balance sheet (see Note 8).




In
      June
      2005, the Company retained the legal services of Gary C. Cannon, Attorney at
      Law, for a monthly retainer fee of $6,500. At that same time, Mr. Cannon also
      became the Company’s Secretary and a member of the Company’s Board of Directors.
      The total amount paid to Mr. Cannon for retainer fees and out-of-pocket expenses
      for the years ended March 31, 2007 and 2006 were $78,500 and $64,624,
      respectively. In August 2006, Mr. Cannon was granted 103,400 warrants with
      an
      exercise price of $1.00 per share which equaled the fair value of the Company’s
      shares on the grant date. In January 2007, Mr. Cannon was granted 51,400
      warrants with an exercise price of $0.28 per share which equaled the fair value
      of Company’s shares as of the grant date.




98




On
      October 13, 2006, various shareholders advanced the Company short term, zero
      interest loans ranging from $2,700 to $5,000 each, totaling $12,700. In December
      2006 and January 2007, these loans were paid in full and have no outstanding
      balances as of March 31, 2007.




As
      of
      March 31, 2007 the Company had aggregate principal balances of $1,339,500 in
      outstanding unsecured indebtedness owed to five related parties including four
      former board of directors representing working capital advances made to the
      Company from February 2001 through March 2005. These notes bear interest at
      the
      rate of 6% per annum and provide for total monthly principal payments beginning
      April 1, 2006 of $2,500, which increase by $2,500 every six months to a maximum
      of $10,000. Any remaining unpaid principal and accrued interest is due at
      maturity on various dates through March 1, 2015. Related party interest expense
      under these notes was $85,595 and $79,179 for the years ended March 31, 2007
      and
      2006, respectively. Accrued interest, which is included in notes payable in
      the
      accompanying balance sheet, related to these notes amounted to $404,341 and
      $318,746 as of March 31, 2007 and 2006, respectively. Subsequent to year end
      the
      Company failed to make the required payments under the notes. However, pursuant
      to the note agreements, the Company has a 120 grace period to pay missed
      payments before the notes enter default. Management expects to pay all payments
      due prior to the expiration of the 120 day grace period. No new borrowings
      have
      been made by the Company from these related parties as of June 29,
      2007.




**ITEM
              13.**
            **DESCRIPTION
                OF EXHIBITS**




3.1
              
              Corporate
                  Charter for G.T.5-Limited issued by the State of Nevada on March
                  15,
                  2005.3.2
              
              Articles
                  of Incorporation for G.T.5-Limited filed with the State of Nevada
                  in May
                  25, 1990.3.3.
              
              Amendment
                  to Articles of Incorporation of G.T.5-Limited increasing the authorized
                  shares from 5,000,000 to 100,000,000 shares filed with the State
                  of Nevada
                  on October 12, 2004.3.4
              
              Amendment
                  to Articles of Incorporation changing the name of the corporation
                  from
                  G.T.5-Limited to CryoPort, Inc. filed with the State of Nevada
                  on March
                  16, 2005.3.5
              
              Amended
                  and Restated By-Laws of CryoPort, Inc. adopted by the Board of
                  Directors
                  on June 22, 2005.
  99
   3.6
              
              Articles
                  of Incorporation of CryoPort Systems, Inc. filed with the State
                  of
                  California on December 11, 2000, including Corporate Charter for
                  CryoPort
                  Systems, Inc. issued by the State of California on December 13,
                  2000.3.7
              
              By-Laws
                  of CryoPort Systems, Inc. adopted by the Board of Directors on
                  December
                  11, 2000.3.8
              
              CryoPort
                  Systems, Inc. Stock Certificate Specimen.3.9
              
              Code
                  of Conduct for CryoPort, Inc. pending adoption by Board of
                  Directors.3.10
              
              Code
                  of Ethics for Senior Officers of CryoPort, Inc. and subsidiaries
                  pending
                  adoption by Board of Directors.3.11
              
              Statement
                  of Policy on Insider Trading pending adoption by Board of
                  Directors.3.12.
              
              CryoPort,
                  Inc. Audit Committee Charter, under which the Audit Committee will
                  operate, adopted by the Board of Directors on August 19,
                  2005.3.13
              
              CryoPort
                  Systems, Inc. 2002 Stock incentive Plan adopted by the Board of
                  Directors
                  on October 1, 2002.3.14
              
              Stock
                  Option Agreement ISO - Specimen adopted by the Board of Directors
                  on
                  October 1, 2002.3.15
              
              Stock
                  Option Agreement NSO - Specimen adopted by Board of Directors on
                  October
                  1, 2002.3.16
              
              Warrant
                  Agreement - Specimen adopted by the Board of Directors on October
                  1,
                  2002.3.17
              
              Patents
                  and Trademarks3.17.1
              
              CryoPort
                  Systems, Inc. Patent #6,467,642 information sheet and Assignment
                  to
                  CryoPort Systems, Inc. document.3.17.2
              
              CryoPort
                  Systems, Inc. Patent #6,119,465 information sheet and Assignment
                  to
                  CryoPort Systems, Inc. document.3.17.3
              
              CryoPort
                  Systems, Inc. Patent #6,539,726 information sheet and Assignment
                  to
                  CryoPort Systems, Inc. document.3.17.4
              
              CryoPort
                  Systems, Inc. Trademark #7,583,478,7 information sheet and Assignment
                  to
                  CryoPort Systems, Inc. document.
  100
  3.17.5
              
              CryoPort
                  Systems, Inc. Trademark #7,586,797,8 information sheet and Assignment
                  to
                  CryoPort Systems, Inc. document.10.1
              
              Contracts10.1.1
              
              Stock
                  Exchange Agreement associated with the merger of G.T.5-Limited
                  and
                  CryoPort Systems, Inc. signed on March 15, 2005.10.1.2
              
              Commercial
                  Promissory Note between CryoPort, Inc. and D. Petreccia executed
                  on August
                  26, 2005.10.1.3
              
              Commercial
                  Promissory Note between CryoPort, Inc. and J. Dell executed on
                  September
                  1, 2005.10.1.4
              
              Commercial
                  Promissory Note between CryoPort, Inc. and M. Grossman executed
                  on August
                  25, 2005.10.1.5
              
              Commercial
                  Promissory Note between CryoPort, Inc. and P. Mullens executed
                  on
                  September 2, 2005.10.1.6
              
              Commercial
                  Promissory Note between CryoPort, Inc. and R. Takahashi executed
                  on August
                  25, 2005.10.1.7
              
              Lease
                  Agreement between CryoPort Systems, Inc. and Brea Hospital Properties,
                  LLC, executed on March 11, 2005.10.1.8
              
              Exclusive
                  and Representation Agreement between Cryoport Systems, Inc. and
                  CryoPort
                  Systems, Ltda. executed on August 9, 2001.10.1.9
              
              Secured
                  Promissory Note and Loan Agreement between Ventana Group, LLC and
                  CryoPort, Inc. dated May 12, 200610.2
              
              Letter
                  of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity
                  Sourcing
                  Group10.2.1
              
              Corrected
                  Letter of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity
                  Sourcing Group10.3
              
              Business
                  Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and
                  American
                  Biologistics Company LLC10.3.1
              
              Corrected
                  Business Alliance Agreement dated April 27, 2007, by CryoPort,
                  Inc. and
                  American Biologistics Company LLC*31.1
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer
  101
  *31.2
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer*32.1
              
              Certification
                  Pursuant to U.S.C. §1350 of Chief Executive Officer*32.2
              
              Certification
                  Pursuant to U.S.C. §1350 of Chief Financial
                  Officer





*
      filed
      herewith




**ITEM
              14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES.**





The
      Audit
      Committee which is composed of three independent directors and the Company’s
      Vice President of Finance, has selected KMJ Corbin & Company LLP as
      independent accountants to audit the Company’s books, records, accounts and
      financial statements for the fiscal year ended March 31, 2007. KMJ Corbin &
Company LLP previously audited the Company’s financial statements during the
      fiscal year ended March 31, 2006.




**Audit
      and Non-Audit Fees:**




Aggregate
      fees for professional services rendered to the Company by KMJ Corbin &
Company LLP for the years ended March 31, 2007 and 2006 were as
      follows:




Services
                Provided
            
            2007
            
            2006Audit
                Fees
            
            $
            88,429
            
            $
            60,180Audit
                Related Fees
            
            
            -
            
            
            -Tax
                Fees
            
            
            6,725
            
            
            7,240All
                Other Fees
            
            
            -
            
            
            11,025Total
            
            $
            95,154
            
            $
            78,445




Audit
      Fees. The aggregate fees billed for the years ended March 31, 2007 and 2006
      were
      for the audits of the Company’s financial statements and reviews of the interim
      financial statements included in the annual and quarterly reports.




Audit
      Related Fees. There were no fees billed for the years ended March 31, 2007
      and
      2006 for the audit or review of the Company’s financial statements that are not
      reported under Audit Fees.




Tax
      Fees.
      The aggregate fees billed for the years ended March 31, 2007 and 2006 for
      professional services related to tax compliance, tax advice and tax
      planning.




All
      Other
      Fees. The aggregate other fees billed for the year ended March 31, 2006 were
      for
      services related to the Company’s Registration Form 10-SB and other filings.
      There were no other fees billed for the year ended March 31, 2007 other than
      the
      services described above.




102




**Audit
      Committee Pre-Approval Policies and Procedures:**




The
      Audit
      Committee has implemented pre-approval policies and procedures related to the
      provision of audit and non-audit services. Under these procedures, the Audit
      Committee pre-approves both the type of services to be provided by KMJ Corbin
      & Company, LLP and the estimated fees related to these
      services.




103




**SIGNATURES**





In
      accordance with Section 13(a) or 15(d) of the Exchange Act, the registrant
      has
      caused this report to be signed on its behalf by the undersigned, thereto duly
      authorized.




CryoPort,
              Inc.Dated:
              July 9, 2007
            By:
            /s/ Peter
              BerryPeter
              BerryPresident
              and
              Chief Executive Officer




Dated:
              July 9, 2007
            By:
            /s/ Dee
              S.
              KellyDee
              S. KellyVice
                President of Finance




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      duly signed below by the following persons on behalf of the registrant and
      in
      the capacities and dates indicated.


Signatures
              
              Title
              
              Date/s/
                  Peter Berry
              
              President,
                  Chief Executive
              
              July
                  9, 2007Peter
                  Berry
              
              Officer
                  and Director/s/
                  Thomas Fischer
              
              Vice
                  Chairman of the Board
              
              July
                  9, 2007Thomas
                  Fischer, PhD
              
              of
                  Directors/s/
                  Gary C. Cannon
              
              Secretary
                  and Director
              
              July
                  9, 2007Gary
                  C. Cannon/s/
                  Adam M. Michelin
              
              Director
              
              July
                  9, 2007Adam
                  M. Michelin/s/
                  Stephen L. Scott
              
              Director
              
              July
                  9, 2007Stephen
                  L. Scott






104




**EXHIBIT
      INDEX**





Exhibit
                No.
            
            Description3.1
            
            State
                of Nevada Corporate Charter for G.T. 5- Limited,Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.2
            
            Articles
                of Incorporation Of G.T 5-Limited,Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.3
            
            Amendment
                to Articles of Incorporation of G T. 5-Limited issue 100M
                sharesIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.4
            
            Amendment
                of Articles of Incorporationof G.T.5-Limited name change to CryoPort,
                Inc,Incorporated by reference to the Company’s Registration Statement on Form
                10-SB/A4 dated February 23, 2006.3.5
            
            Amended
                and Restated By-Laws Of CryoPort, Inc.Incorporated by reference to the Company’s Registration Statement on Form
                10-SB/A4 dated February 23, 2006.3.6
            
            Articles
                of Incorporation CryoPort Systems, Inc.Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.7
            
            By-Laws
                of CryoPort Systems, Inc.Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.8
            
            CryoPort,
                Inc. Stock Certificate SpecimenIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.9
            
            Code
                of Conduct for CryoPort, Inc.Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.10
            
            Code
                of Ethics for Senior OfficersIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.11
            
            Statement
                of Policy on Insider TradingIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.12
            
            CryoPort,
                Inc. Audit Committee CharterIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.13
            
            CryoPort
                Systems, Inc. 2002 Stock Incentive PlanIncorporated by reference to the Company’s Registration Statement on Form
                10-SB/A4 dated February 23, 2006.




105




3.14
            
            Stock
                Option Agreement ISO - SpecimenIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.15
            
            Stock
                Option Agreement NSO -SpecimenIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.16
            
            Warrant
                Agreement - SpecimenIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.3.17
            
            Patents
                and Trademarks3.17.1
            
            CryoPort
                Systems, Inc. Patent #6,467,642On
                File with Company3.17.2
            
            CryoPort
                Systems, Inc. Patent #6,119,465On
                File with Company3.17.3
            
            CryoPort
                Systems, Inc. Patent #6,539,726On
                File with Company3.17.4
            
            CryoPort
                Systems, Inc. Trademark #7,583,478,7On
                File with Company3.17.5
            
            CryoPort
                Systems, Inc. Trademark #7,586,797,8On
                File with Company10.1
            
            Contracts10.1.1
            
            Stock
                Exchange Agreement associated with the merger of G.T.5-Limited and
                CryoPort Systems, Inc. dated 03/05/01.Incorporated by reference to the Company’s Registration Statement on Form
                10-SB/A4 dated February 23, 2006.10.1.2
            
            Commercial
                Promissory Notes between CryoPort, Inc. and D. PetrecciaIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.1.3
            
            Commercial
                Promissory Notes between CryoPort, Inc. and J. DellIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.1.4
            
            Commercial
                Promissory Notes between CryoPort, Inc. and M. GrossmanIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.1.5
            
            Commercial
                Promissory Notes between CryoPort, Inc. and P. MullensIncorporated by reference to the Company’s Registration Statement on Form
                10-SB/A4 dated February 23, 2006.10.1.6
            
            Commercial
                Promissory Notes between CryoPort, Inc. and R. TakahashiIncorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.1.7
            
            Lease
                Agreement between CryoPort Systems, Inc. and Brea Hospital Properties,
                LLC.Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.1.8
            
            Exclusive
                and Representation Agreement Between CryoPort Systems, Inc. and CryoPort
                Systems Ltda.Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.




106




10.1.9
            
            Secured
                Promissory Note and Loan Agreement between Ventana Group, LLC and
                CryoPort, Inc. dated May 12, 2006Incorporated
                by reference to the Company’s Registration Statement on Form 10-SB/A4
                dated February 23, 2006.10.2
            
            Letter
                of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity
                Sourcing
                GroupIncorporated by reference to the Company’s Current Report on Form 8-K
                dated April 27, 2007.10.2.1
            
            Corrected
                Letter of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity
                Sourcing GroupIncorporated by reference to the Company’s Current Report on Form 8-K/A
                dated May 2, 2007.10.3
            
            Business
                Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American
                Biologistics Company LLCIncorporated
                by reference to the Company’s Current Report on Form 8-K dated April 27,
                2007.10.3.1
            
            Corrected
                Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc.
                and
                American Biologistics Company LLCIncorporated by reference to the Company’s Current Report on Form 8-K/A
                dated May 2, 2007.31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer
              Filed
                Herewith31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief/Financial
                Officer
              Filed
                Herewith32.1
            
            Certification
                Pursuant to U.S.C. §1350 of Chief Executive Officer
              Filed
                Herewith32.2
            
            Certification
                Pursuant to U.S.C. §1350 of Chief Financial Officer
              Filed
                Herewith




107