UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
DC  20549




FORM
10-K


(Mark
One)




þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
      1934FOR
      THE FISCAL YEAR ENDED MARCH 31, 2009




 ̈
            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 ofincorporation
      or organization)
            
            (I.R.S.
      Employer Identification No.)20382
      Barents Sea Circle, Lake Forest, California
            
            92630(Address
      of principal executive offices)
            
            (Zip
      Code)




(949)
470-2300


(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
            
            OTC
      Bulletin Board





Securities
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 well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No þ




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  ̈  No þ




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities 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.  Yes þ   No
 ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o   No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, 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-K.  þ




Indicate
by check mark whether the registrant is a large accelerated filer,  a
non-accelerated filer, or a smaller reporting company  See the
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company
            Smaller
      reporting company þ





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.).


Yes  ̈   No
þ





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 the last
business day of the registrant’s most recently completed second fiscal
quarter.




The
market value of the voting stock held by non-affiliates of the issuer as of
September 30, 2008 (most recently completed second fiscal quarter) was
approximately $16,154,188.




As of
June 27, 2009 the Company had 43,913,830 shares of its $0.001 par value common
stock issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




Inapplicable.










TABLE OF
CONTENTS




PagePART
      I
            
            4ITEM
      1.
            BUSINESS.
            5ITEM
      1A.
            RISK
      FACTORS.
            14ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS.
            14ITEM
      2.
            PROPERTIES
            14ITEM
      3.
            LEGAL
      PROCEEDINGS
            15ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15PART
      II
            
            15ITEM
      5.
            MARKET
      FOR THE REGISTRANT’S COMMON EQUITY AND  RELATED STOCKHOLDER
      MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
            15ITEM
      6.
            SELECTED
      FINANCIAL DATA
            18ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATION
            19ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET  RISK
            31ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            31ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            32ITEM
      9A .
            CONTROLS
      AND PROCEDURES
            32ITEM
      9B .
            OTHER
      INFORMATION
            32PART
      III
            
            44ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
            44ITEM
      11.
            EXECUTIVE
      COMPENSATION
            48ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
            58ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
            59ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES
            61PART
      IV
            
            62ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
            62SIGNATURES
            63






Page
3


PART I





In
this Annual Report on Form 10-K 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-K, INCLUDING
SOME UNDER “DESCRIPTION OF BUSINESS”, “RISK FACTORS” AND “MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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-K, 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-K. 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.




Page
4





PART
I




ITEM
1. BUSINESS.





Cryoport,
Inc. (the"Company") is a frozen shipping container company, involved in the
global movement of biological specimens for the life science industry at
temperatures below zero centigrade. During the early years of the Company
our limited revenue were derived from the sale of our reusable product line. The
Company’s current business plan focuses on  a shipping container that
will used by the Company to provide a simple shipping solution to life science
companies moving pharmaceutical and biological samples in clinical trials and
pharmaceutical distribution.




Overview:





The
Company is focused on providing a solution for the frozen shipping market in the
growing global biotechnology and pharmaceutical industries.  The
Company’s business model includes delivering a reliable and cost effective
frozen shipping solution, the CryoPort ExpressTM System, utilizing the Company’s
newly developed product line, the CryoPort ExpressTM Shippers, for the frozen or
cryogenic 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 frozen or cryogenic temperatures (less than -150°C).  The
Company’s mission is to provide a reliable and cost effective transport and
packaging solutions for the transportation of biological or
pharmaceutical materials requiring, or benefiting from, frozen or cryogenic
temperatures.





The
Company currently occupies approximately 12,000 square feet of manufacturing and
office space in Lake Forest, California and has eight full-time employees and
consultants and four part-time consultants.





History:





The
Company was originally incorporated under the name G.T.5-Limited (“GT5”) on May
25, 1990 as a Nevada Corporation.  Upon completion of a Share Exchange
Agreement, on March 15, 2005 the Company changed its name to Cryoport, Inc. and
acquired all of the issued and outstanding shares of Cryoport Systems, Inc. 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, Inc,
originally formed in 1999 as a California limited liability company and
reorganized into a California corporation on December 11, 2000, remains the
operating company under Cryoport, Inc.




Our
Products




The
Company’s Current Product Line:





The
CryoPort ExpressTM System.





The
Company is commencing the full commercialization of the CryoPort ExpressTM System
which is focused on improving the reliability of frozen shipping while reducing
the customers’ overall operating costs. The CryoPort ExpressTM System provides a
simple, effective solution for the frozen or cryogenic transport of biological
or pharmaceutical materials using a web-based order-entry system, which manages
the scheduling and shipping of the CryoPort ExpressTM Shippers, a line of
multiple size, cryogenic dry vapor shippers.  This line of shippers is
capable of maintaining cryogenic temperatures of minus 150 centigrade or less,
for 10+ days.




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 CryoPort dry shipper is designed such that there can
be no pressure build up as the liquid nitrogen evaporates, or spillage of liquid
nitrogen.  A proprietary foam retention system is employed to ensure
that liquid nitrogen stays inside the vacuum container, allowing the shipper to
be designated as a dry shipper which meets the International Air Transport
Association, (“IATA”) requirements.  Biological or pharmaceutical
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.  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 (lower than
-150°C).




Page
5




The
technology underlying the CryoPort ExpressTM Shipper was developed by modifying
and advancing technology from the Company’s previous line of reusable cryogenic
dry shippers, which the Company historically developed, manufactured and sold to
customers.  In order to focus resources on the development of the new
CryoPort ExpressTM Shippers, the Company discontinued actively selling the
reusable shippers in fiscal 2007, although minimal sales continued until the
line was discontinued this past fiscal year. The new CryoPort ExpressTM Shippers
are manufactured from alternative, lower cost materials, which will reduce
overall operating costs and we have developed a new business model that
simplifies the shipping process for our potential customer companies that does
not require the purchase of the expensive containers.





The
Company’s production and manufacturing 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 other methods currently used for the shipment of
temperature-sensitive materials.




The
CryoPort ExpressTM Shippers 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 CryoPort ExpressTM System
and the CryoPort ExpressTM Shippers.  The CryoPort Express System
offers two sizes of shippers based on the market requirements. The Company
maintains ongoing development related to the shippers and is principally focused
on material properties, particularly those properties related to the low
temperature requirement, the vacuum retention characteristics; i.e.,
permeability of the materials and lower cost materials based on meeting the
market needs for achieving a lower cost frozen and cryogenic shipping
solution.   Other advances additional to the development work on
the cryogenic container include both an improved liquid nitrogen retention
system and a secondary protective, spill proof packaging system.  This
secondary system, outer packaging has a low cost that lends itself to
disposability, and it is made of recyclable materials.  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
CryoPort ExpressTM Shippers are currently being manufactured at the Company’s
Lake Forest, California facility.  This shipper is IATA certified for
the shipment of Class 6.2 Dangerous Goods.   This shipper may be
used where packaging of the biological material need not comply with IATA
Packing Instructions 602 or 650.  The shipper may be utilized for the
shipment of specimens for diagnosis, treatment or evaluation of disease that
must conform to the IATA 650 packaging standards.





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.  The shipper 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 LN2 up several
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 LN2.  The
entire Dewar vessel is then wrapped in a plurality of insulating and cushioning
materials and placed either in a disposable outer packaging made of recyclable
material.





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.





An
important feature of the CryoPort ExpressTM 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.





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 using the CryoPort ExpressTM Shipper.
 Up to five vials, watertight primary receptacles, are 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.





Page
6





The
Company’s Future Products:





The
Company’s continuing R&D efforts are expected to lead to the introduction of
additional units including larger and smaller size units constructed of lower
cost materials and utilizing high volume manufacturing methods that will make it
practical to provide the cryogenic packages offered by the CryoPort ExpressTM
System.




The
Company plans further research and development efforts to continually improve
the features of the CryoPort ExpressTM System and the CryoPort ExpressTM Shippers
and to further enable both higher mass manufacturing and additional cost
reduction opportunities.





Our
Strategy:




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





·
            To
      provide a simple, one-call solution for customers that manages the
      scheduling and shipping for frozen or cryogenic transport of biological or
      pharmaceutical sample and drug materials·
            To
      make the use of the frozen shipping solution cost
  effective·
            To
      provide a “green”  solution that eliminates the greenhouse gases
      from dry ice (solid carbon dioxide) and eliminates the need for Syrofoam
      lined boxes which cannot go in landfills in many
  states




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 continuing the development of the CryoPort ExpressTM System, which
utilizes a shipping device that meets the temperature requirements during the
transit time, eliminates the customer’s need to dispose of the shipper, and
eliminates the costs associated with retrieving, disposing of or re-icing the
package while in transit, plus the costs associated with maintaining and
managing an inventory of shippers, as well as significantly minimizes loss of
specimen viability during the shipping process.  The Company continues
to develop the CryoPort ExpressTM System , specifically the web-based order
placement system and the sizes and features of the CryoPort Express ShippersTM
based on market needs.




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 plans to
establish alliances with shipping container manufacturers (both cryogenic and
dry ice), integrated express companies, and freight forwarding
companies.








Page
7


Sales
and Marketing:




The
Company currently has an internal sales person who manages both its direct sales
efforts and its limited third party resellers, which include Miller Supply, Air
Liquide and Tegrant.  The Company’s current distribution channels
cover the Americas, Europe and Asia.  During the year ended March 31,
2009 the distributor, Miller Supply, accounted for 18% of the Company’s overall
sales volumes.  These sales were in the Company’s shipping accessories
and the reusable shippers that were discontinued during the past fiscal
year.




The
Company’s geographical sales for the year ended March 31, 2009 were as
follows:





USA
            81.4%Europe
            17.8%Canada
            0.8%





Customer
Base:





The
Company believes that the primary customers for the CryoPort ExpressTM System are
concentrated in the following markets for the following reasons:




·
            Pharmaceutical
      clinical trials·
            Gene
      biotechnology·
            Transport
      of infectious materials and dangerous goods·
            Diagnostics·
            Government
      laboratories·
            Pharmaceutical
      distribution·
            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 or other
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.  In
addition, several of the drugs used by the patients require frozen shipping to
the sites of the clinical trials.  While both domestic and
international shipping of these specimens is accomplished using dry ice today,
international shipments especially 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, customs
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.  There are
also many instances in domestic shipments where the CryoPort Express shipper
will provide higher reliability and be cost effective.





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





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.   The Company
has developed the CryoPort ExpressTM Shipper to meet the shipping requirements of
this market.




Page
8




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 CryoPort ExpressTM
Shipper is suited to this type of research and development.





Pharmaceutical
Distribution.The current focus for the CryoPort ExpressTM System also
includes 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.




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, frozenshipping
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 LN2 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 ExpressTM System, there is
limited known competition. The Company intends to become competitive by reason
of improved technological in its products and through the use of its business
model facilitating simple one-call by customers process to achieve effective
frozen shipping compared to today’s complicated and expensive use of dry ice.
The traditional suppliers, Chart Industries, Taylor Wharton, and Air Liquide
have various models of dry shippers available that sell at prices that preclude
a reasonable 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.  Competitive factor advantages
include the technology that allows 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.





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 ReportandUS
Department of Commerce - US
Industrial Outlook.]




Page
9




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;·
            Environmental
      sampling;·
            Gene
      and stem cell biotechnology and vaccine production;
  and


·
            Food
      engineering.





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.





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 Tegrant (formerly SCA Thermosafe).  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;·
            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; and·
            The
      emission of green house gases into the
  environment.




Page
10




Due to
the limitations of dry ice, shipment of specimens at true cryogenic temperatures
can only be accomplished using liquid nitrogen (LN2) 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
CyroPort Express shipper does not have this problem due to the proprietary
technology that solves this otherwise limiting problem. Since other competitors
use absorbent materials similar 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.





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);·
            Emphasis
      on decreasing costs and system
simplification;


·
            Need
      for turnkey services;·
            Development
      of international programs and
markets;


·
            Centralization
      of commercial products and services;·
            Development
      of regulatory standards;·
            Minimize
      green house gases emitted into the environment; and·
            Develop
      products that are environmentally friendly and maximize recyclable
      material content.




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 LN2 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
LN2
shipping containers.   In addition, many users have expressed a
strong interest in the production of a dry vapor LN2 shipper
that is inexpensive enough to be used in a disposable or limited usage
manner.  The sales prices of reusable shippers in this size range from
$700 to $1,200 and transportation costs on these shippers can be costly whereas
the price range for the new CryoPort ExpressTM System competes effectively
against currently offered dry ice shipping solutions for per use costs including
transportation cost, depending on size and contractual commitments.




Page
11




Dry vapor
LN2
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, LN2 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 LN2 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 ExpressTM System greatly enhance the reliability of the quality
control required and be more cost effective.




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 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.




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





Page
12


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 states, 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 CryoPort
ExpressTM Shipper 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 R&D efforts are focused on continually improving the features of
the CryoPort ExpressTM System including the web based customer service portal and
the CryoPort ExpressTM Shippers.  Further these efforts are expected to
lead to the introduction of shippers of varying sizes based on market
requirements, constructed of lower cost materials and utilizing high volume
manufacturing methods that will make it practical to provide the cryogenic
packages offered by the CryoPort ExpressTM System.  Other research and
development effort has been 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.  The Company’s research and
development expenditures during the fiscal years ended March 31, 2009 and 2008
were $297,378 and $166,227, 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 Lake Forest, 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.




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.





Page
13


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 four 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.
      9, 2002
            
            Oct.
      8, 2012Trademark
            
            7,586,797,8
            
            Apr.
      16, 2002
            
            Apr.
      16, 2012Trademark
            
            7,748,667,3
            
            Feb.
      3, 2009
            
            Feb.
      3, 2019Trademark
            
            7,737,451,1
            
            Mar.
      17, 2009
            
            Mar.
      17, 2019




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 continues to file trademark
and patent applications covering any newly developed products, 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.





Page
14


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.





ITEM
1A.  RISK FACTORS




Not
applicable.




ITEM
1B.    UNRESOLVED STAFF COMMENTS




None




ITEM
2.   PROPERTIES.





The
Company’s corporate, research and development, and warehouse facilities are
located in one Company-leased office and warehouse building with approximately
12,000 square feet.  The facilities are located at 20382 Barents Sea
Circle, Lake Forest, CA 92630.  The Company currently makes base lease
payments of approximately $13,000 per month, due at the beginning of each month,
pursuant to a two year lease through August 2009 with renewal options for three
additional one year lease terms.  The landlord is Viking Investors,
Barents Sea, LLC.  The facilities are in good condition and are
suitable for the Company’s current requirements.  The Company
currently does not own any real property.





ITEM
3.   LEGAL PROCEEDINGS.





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 upon the Company’s condition or results of
operations.





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





On
October 16, 2007, a special shareholders’ meeting was held in Las Vegas, Nevada
for the purpose of holding a shareholder vote on a proposal to amend and restate
the Company’s Articles of Incorporation.  Prior to the meeting and in
compliance with Nevada law and the Bylaws of the Company, a Proxy Statement and
Proxy were provided to all shareholders of the record date, September 19,
2007.  A quorum of shareholders required to hold the meeting were
present, appearing either by Proxy or in person.  The proposal to
Amend and Restate the Company’s Articles of Incorporation passed with 88.5% of
the votes present or by Proxy cast in favor of the proposal; 9.9% of the votes
present or by Proxy cast against the proposal; and 1.6% of the votes present or
by Proxy abstained.  The Amended and Restated Articles of
Incorporation became effective as of October 16, 2007 and can be viewed as
Exhibit 5.1 filed with the Company’s Form 8-K on October 19,
2007.  The Amended and Restated Articles of Incorporation effectively
increased the total number of voting common stock authorized to be issued of the
Company to 125,000,000 and increased the authorized number of directors to
nine.




Pursuant to the covenants
of the January 2009 Amendment to the October 2007 and May 2008 Debentures, the
Company shall hold a shareholders meeting and put before the shareholders a
proposal to increase authorized shares from 125,000,000 to 250,000,000,
following the requirements set forth in the Company's by-laws within 9 months of
the date of the Amendment.




Page
15




PART II





ITEM
5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Presently,
the Company’s common stock is traded through the OTC Bulletin Board under the
symbol CYRX.OB.  In August 2007, the Company’s market maker, Spartan
Securities Group, Ltd., of Boca Raton, Florida, successfully completed the
15c211 process with the Financial Industry Regulatory Authority, FINRA (formerly
NASD).  Effective September 11, 2007, the Company’s shares became
listed on the OTC Bulletin Board.  Previously, the Company’s stock had
been traded through the PinkSheets under the symbol CYRX.PK since January 2005.
Prior to January 2005, there was no published price for the Company’s common
stock. The Company’s Form 10-SB became effective in February
2006.  There can be no assurances that an active public market for the
Company’s common stock will develop or be sustained.




Fiscal
      2009
            
            High
            
            
            Low1st
      Quarter
            
            $
            1.15
            
            
            $
            0.672nd
      Quarter
            
            
            1.00
            
            
            
            0.503rd
      Quarter
            
            
            0.75
            
            
            
            0.474th
      Quarter
            
            
            0.55
            
            
            
            0.33




Fiscal
      2008
            
            High
            
            
            Low1st
      Quarter
            
            $
            3.30
            
            
            $
            0.772nd
      Quarter
            
            
            1.70
            
            
            
            0.613rd
      Quarter
            
            
            1.47
            
            
            
            0.704th
      Quarter
            
            
            1.37
            
            
            
            0.85





As of
June 25, 2009, the quoted price of the Company’s stock was
$0.50.  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. The Articles of Incorporation were again amended and restated
on October 16, 2007, to authorize the issuance of 125,000,000 shares of Common
Stock at a par value of $0.001 per share. As of June 27, 2009, there were
43,913,830 shares of common stock issued and outstanding shares held by 113
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.





Preferred
Stock:





There is
no preferred stock authorized.





Page
16





Stock
Options and Warrants:





As of
June 27, 2009 there were outstanding stock options and warrants to purchase up
to 37,211,417 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 $3.50 per share, with a weighted
average exercise price of $0.59 per share, and have expiration dates ranging
from July 18, 2009 to June 9, 2019.





Transfer
Agent and Registrar:





The
Transfer Agent and Registrar for the Company’s Common Stock is:


Integrity
Stock Transfer


3027 East
Warm Springs Road


Las
Vegas, Nevada, 89120.




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 two 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 2009, the Company issued 82,693 shares of common stock resulting from
exercises of warrants at an average exercise price of $0.04 per share resulting
in proceeds of $3,307.





During
fiscal 2009, the Company issued 150,022 shares of common stock resulting from
cashless exercises of 157,000 options converted using an average market price of
approximately $0.04 per share resulting in 6,978 warrants used for the cashless
conversion.




During
fiscal 2009, the Company issued 402,238 shares of common stock in lieu of fees
paid to a consultant.  These shares were issued at an average value of
$0.61 per share for a total cost of $249,102 which has been included in selling
general and administrative expenses for the year ended March 31,
2009.




During
fiscal 2009, the Company issued 400,000 shares of common stock for
extinguishment of debt.  These shares were issued at a value of $.41
per share (based on the stock price on the agreement date) for a total cost of
$164,000 which has been included in the loss on extinguishment of
debt.




During
fiscal 2008, 3,652,710 shares of the Company’s common stock were sold to
investors at an average price of $0.22 per share resulting in proceeds of
$699,866 to the Company, net of issuance costs of $89,635.





During
fiscal 2008, the Company issued 156,250 shares of common stock resulting from
exercises of warrants at an average exercise price of $0.69 per share resulting
in proceeds of $107,500.





During
fiscal 2008, the Company issued 386,726 shares of common stock resulting from
cashless exercises of 465,469 warrants converted using an average market price
of approximately $1.19 per share resulting in 78,743 warrants used for the
cashless conversion.




Page
17




During
fiscal 2008, the Company issued 375,000 shares of common stock in lieu of fees
paid to a consultant.  These shares were issued at a value of $1.02
per share (based on the stock price on the agreement dates after a fifteen
percent deduction as the shares are restricted) for a total cost of $382,500
which has been included in selling general and administrative expenses for the
year ended March 31, 2008.




During
fiscal 2008, the Company issued 150,000 S-8 registered shares of common stock in
lieu of fees paid to a consultant for a 36 month consulting
agreement.  These shares were issued at a value of $.80 per share
(based on the stock price on the agreement date) for a total cost of $120,000
which is being amortized over the life of the service agreement.





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 2009 and 2008.





Fiscal
      2009Common
      Stock
            
            
            Warrants$
            
            
            Shares
            
            
            Wtd.
      Avg
              Price
            
            
            Issued
            
            
            Wtd
      Avg.
              Ex.
      PriceQtr
      1
            
            $
            -
            
            
            
            -
            
            
            
            -
            
            
            
            9,206,544
            
            
            $
            0.61Qtr
      2
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            459,760
            
            
            $
            0.85Qtr
      3
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,006,140
            
            
            $
            0.84Qtr
      4
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,846,896
            
            
            $
            0.59$
            -
            
            
            
            -
            
            
            
            
            
            
            
            16,519,340







Fiscal
      2008Common
      Stock
            
            
            Warrants$
            
            
            Shares
            
            
            Wtd.
      Avg
              Price
            
            
            Issued
            
            
            Wtd.
      Avg. Ex.PriceQtr
      1
            
            $
            554,140
            
            
            
            3,443,335
            
            
            $
            0.16
            
            
            6,052,000
            
            
            $
            0.35Qtr
      2
            
            
            166,606
            
            
            
            209,375
            
            
            $
            0.70
            
            
            1,115,271
            
            
            $
            0.55Qtr
      3
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            9,216,981
            
            
            $
            1.03Qtr
      4
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            790,550
            
            
            $
            1.38$
            699,866
            
            
            
            3,652,710
            
            
            
            
            
            
            17,174,802




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.




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.  In June 2007, 50,000 common stock shares were granted
upon the exercise of stock options issued pursuant to the 2002
Plan.  No other restricted shares since June 2007 have been granted
pursuant to the 2002 Plan as of June 27, 2009.




Page
18


Other
Securities Activities:





None





Issuer
Purchases of Equity Securities:





As of
June 27, 2009,  the Company has not made any repurchases of its common
stock.





ITEM
6.    SELECTED FINANCIAL DATA





Not
applicable.




ITEM
7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.





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, 2009 and 2008 and the related
consolidated statements of operations, cash flows and stockholders’ deficit for
the years ended March 31, 2009 and 2008, and the related notes to the
consolidated financial statements (see Part II, Item 8 - 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.





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 cost efficient, single use cryogenic
shipper.  Lack of adequate funding in prior years has delayed full
implementation of the Company’s business plan.  The reusable line of
cryogenic shippers has been in production since 2002; however, anticipated
difficulties in penetrating the 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 which
was discontinued in fiscal 2009.  The Company has continued to raise
funds through private placement offerings and convertible debenture equity
financings which have allowed the Company to focus on the market research and
product development of the CryoPort ExpressTM System and the CryoPort ExpressTM
Shippers and additional capital purchases for the preparation of manufacturing
and commercialization for these products, while, at the same time, minimizing
overall expenditures however, more significant funding is required to
successfully fully commercialize the sales of the CryoPort ExpressTM System. The
Company is currently searching for these additional funding sources. During
fiscal 2009, the Company completed  limited pilot introductory sales
utilizing the CryoPort ExpressTM System product line in limited quantities to
selective customers. Sales to these customers as well as further
penetration to the general market is anticipated to follow during the next
fiscal year.  Expanded demand is expected to develop as pharmaceutical
products requiring cryogenic or frozen protection come to market.




The
Company has discussed development of the CryoPort ExpressTM System product line
under confidentiality agreements for drug delivery with selected clinical
research organizations (“CRO’s”) and vaccine manufacturers.  To date
the Company has received and fulfilled single small orders from these
customers.  These initial potential customers for the new CryoPort
ExpressTM System are currently primarily using dry ice shippers utilizing premium
priced specialty couriers in clinical trials. To address the full
commercialization to provide these customers with CryoPort ExpressTM Shippers,
the Company anticipates further discussions for a manufacturing and distribution
partnership with two large, and well established manufacturing companies, a
strategic partnership with a large freight carrier and direct marketing
activities to gain customers.





Going
Concern




As
reported in the Report of Independent Registered Public Accounting Firm on the
Company’s March 31, 2009 and 2008 financial statements, the Company has incurred
recurring losses and negative cash flows from operations since
inception.  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 expected ramp up
of sales of the new CryoPort ExpressTM System, (ii) the absence of any commitment
or firm orders from key customers in the Company’s target markets, and (iii) the
success in bringing additional 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 historical sales for the
Company’s reusable product, limited introductory sales to date of the CryoPort
ExpressTM System and the lack of any purchase requirements in the existing
distribution agreements, make it impossible to identify any trends in the
Company’s business prospects.




Page
19




The
Company has not generated significant revenues from operations and has no
assurance of any future significant revenues.  The Company generated
revenues from operations of only $35,124, incurred a net loss of $16,705,151
including a $10,846,573 loss on debt extinguishment and used cash of $2,586,470
in its operating activities during the year ended March 31,
2009.   These factors, among others, raise substantial doubt
about the Company’s ability to continue as a going concern.




The
Company’s management has recognized that the Company must obtain additional
capital for the commercialization of the CryoPort ExpressTM System and the
eventual achievement of sustained profitable operations.  In response
to this need for capital, In March 2009 the Company entered into an Agency
Agreement with a broker to raise capital in a private placement offering of
one-year convertible debentures under Regulation D (the “Private Placement
Debentures”).   From March through June 2009, the Company intends
to raise a total of $1,500,000 under this private placement offering of
convertible debenture debt.  Through June 22, 2009 the Company had
raised net proceeds of $906,630 under the Private Placement Debentures. (see
Note 10 and Note 14 to the accompanying consolidated financial
statements).   As a result of the recent financing, the Company
had  aggregate cash and cash equivalents and restricted cash balances
of approximately $689,000 as of June 22, 2009, which will be used to fund the
working capital required for minimal operations as well as the sales and
marketing efforts to continue the Company’s ramp up of the CryoPort ExpressTM
System until additional capital is obtained. The Company’s management recognizes
that the Company must obtain additional capital for the achievement of sustained
profitable operations.  Management’s plans include obtaining
additional capital through equity and debt 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 extension of its existing
debt.  The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.





Management
is committed to minimizing current cash usage and securing significant
financings to fully execute its business plan and grow at the desired rate to
achieve sustainable profitable operations.  To further facilitate the
ability of the Company to continue as a going concern the Company’s management
has begun taking the following steps:




1)
            Focusing
      additional effort on the commercialization of the CryoPort ExpressTM
      System. Management has begun initiating meetings with large potential
      customers for the use of the CryoPort
Express.




2)
            Aggressively
      seeking additional capital sources for significant long-term funding of
      approximately $10,000,000 to allow the Company to fully commercialize the
      CryoPort ExpressTM System and to achieve and sustain profitable
      operations.3)
            Pursue
      and complete a strategic partnership with a large freight carrier to be
      able to provide a one call simple and reliable solution to shipping frozen
      samples.  The partnership will also facilitate the ability of
      the Company to rapidly call on and achieve sales with the largest target
      customers.4)
            Minimizing
      operating and financing expenditures through stringent cost containment
      measures to ensure the availability of funds until additional funding is
      secured, then continue to minimize expenditures until sufficient revenues
      are generated and cash collections adequately support the continued
      business operations.  The Company’s largest expenses for the
      year ended March 31, 2009, relate  to non-cash expenses
      including (i) $10,846,573 non-cash loss on extinguishment of debt related
      to the amendments to the Convertible Debentures (see Note 10 of the
      accompanying consolidated financial statements), ii) $2,265,400 non-cash
      expense included in interest expense relating to the amortization of
      discounts and deferred financing fees on convertible debentures, and (iii)
      non-cash expense recorded in selling, general and administrative costs of
      $948,569 related to the valuations of common stock shares and warrants
      issued in lieu of cash for consulting services as well as for directors’
      and employee compensation.  For the year ended March 31, 2009,
      the Company also incurred cash expenses of (i) approximately $82,460 for
      the audit fees and consulting services related to the filing of the
      Company’s annual and quarterly reports, compliance with Sarbanes-Oxley
      requirements, and for the filing of the Company’s annual tax returns and
      (ii) approximately $142,980 included in research and development costs
      related to the development of the web based system to be used as a vital
      function of the CryoPort ExpressTM System.  The remaining operating
      expenses for the year ended March 31, 2009 related primarily to minimal
      overhead costs including personnel costs, rent and utilities and meeting
      the legal and reporting requirements of a public
  company.




5)
            Utilizing
      part-time consultants and temporary employee and requiring employees to
      manage multiple roles and responsibilities whenever possible as the
      Company has historically utilized in its efforts to keep operating
      expenditures minimized.




6)
            Continuing
      to require that key employees and the Company’s Board of Directors receive
      Company stock in lieu of cash as a portion of their compensation in an
      effort to minimize cash expenditures. With this strategy, the Company has
      established a team of experienced business professionals for advancing and
      launching the Company’s products.




Page
20




7)
            Maintaining
      basic levels for sales, engineering, and operating personnel and
      cautiously and gradually adding critical and key personnel only as
      affordable and necessary to support the expected revenue growth of the
      CryoPort ExpressTM System and any further expansion of the Company’s
      product offerings in the reusable and frozen shipping
    markets.




8)
            Adding
      other expenses such as customer service, administrative and operations
      staff only when commensurate with producing increased
      revenues.




9)
            Focusing
      current research and development efforts only on final and future
      development, production and distribution of the CryoPort ExpressTM
      System.




10)
            Increasing
      sales efforts to focus on the bio-pharmaceutical, clinical trials and
      cold-chain distribution industries in order to identify and call on the
      top potential customers for the CryoPort ExpressTM
  System.




Research
and Development




The
Company has completed the research and development efforts associated
with initial phases of the web-based order entry and tracking system and
the CryoPort ExpressTM Shippers, a line of use-and-return dry cryogenic shippers,
the essential components of the Company’s CryoPort ExpressTM System which has
been developed to provide a one-call total solution for the transport of
biological and pharmaceutical  materials.  The Company
continues to provide ongoing research associated with the CryoPort ExpressTM
System, as it develops improvements in both the manufacturing processes and
product materials and in the web based customer service portal for the purpose
of achieving additional cost efficiencies and customer functionality. 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, 2009 and 2008,
research and development costs were $297,378 and $166,227,
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, employee benefits, 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, 2009 the Company’s current liabilities of $4,747,012 exceeded current
assets of $1,053,997 by $3,693,015.




Total
assets decreased to $1,572,556 at March 31, 2009 from $3,460,889 at March 31,
2008 mainly as a result of cash funds used in operating activities and repayment
of notes which were offset by proceeds from the May 2008 Debenture and increases
in inventories and intangible assets .




The
Company’s total outstanding indebtedness increased to $6,348,460 at March 31,
2009 from $3,461,070 at March 31, 2008 primarily from the issuance of the May
2008 Debenture and subsequent principal increases as the result of debt
restructurings as well as from increases in accrued interest on notes payable to
related parties and accrued salaries, which were partially offset
by  decreases in accounts payable, notes payable, notes payable to
officer and a decrease in accrued warranty costs.





October
2007 Debentures




On
October 1, 2007, the Company issued to four accredited investors Original Issue
Discount 8% Senior Secured Convertible Debentures (the “Debentures”) having a
principal face amount of $4,707,705 and generating gross proceeds of $4,001,551.
 After accounting for commissions, legal and other fees, the net proceeds
to the Company totaled $3,436,551.  As of March 31, 2009 the principal
balance on the October 2007 Debenture was $5,356,073 of which the current
portion of $3,570,720 is included in current liabilities.  As of March
31, 2008, the principal balances of the Debentures totaled $4,419,397
of which the current portion of $1,936,884 is included in the Company’s current
liabilities in the accompanying consolidated balance sheet for March 31,
2008.  The principal balance increased as the result of the August
2008 and January 2009 Amendments and the addition of the March 1, 2009 accrued
interest payment. (see Note 10 to the accompanying consolidated financial
statements).





The
Debentures rank senior to all of the Company’s current and future indebtedness
and are secured by substantially all of the Company’s assets.




Page
21




In
accordance with the Amendment effective January 27, 2009, the principal amounts
under the October 2007 Debentures are payable to the investors in 12 monthly
redemption payments which are scheduled to commence on August 1,
2009.  The Company may elect to make principal redemptions in shares
of common stock if certain equity conditions are met.   If the
Company elects to make principal redemptions in common stock, the conversion
rate will be the lesser of (a) the Conversion Price of $0.51, or (b) 85% of the
lesser of (i) the average of the volume weighted average price for the ten
consecutive trading days ending immediately prior to the applicable date a
principal redemption is due or (ii) the average of such price for the ten
consecutive trading days ending immediately prior to the date the applicable
shares are issued and delivered if such delivery is after the principal
redemption due date.




At any
time, holders may convert the Debentures into shares of common stock at a fixed
conversion price of $0.51, subject to adjustment in the event the Company issues
common stock (or securities convertible into or exercisable for common stock) at
a price below the conversion price as such price may be in effect at various
times (the “Conversion Price”).




Interest
payments for the October 2007 Debentures are payable quarterly and commenced on
January 1, 2009.  The Company may elect to make interest payments in shares
of common stock provided, generally, that it is not in default under the
Debentures and it has met certain equity conditions prior to the due date of the
interest payments.  If the Company elects to make interest payments in
common stock, the conversion rate will be the lesser of (a) the Conversion Price
(as defined below), or (b) 85% of the lesser of (i) the average of the volume
weighted average price for the ten consecutive trading days ending immediately
prior to the applicable date an interest payment is due or (ii) the average of
such price for the ten consecutive trading days ending immediately prior to the
date the applicable shares are issued and delivered if such delivery is after
the interest payment date. The January 2009 Amendment  modified
the terms for interest payments during the period of January 1 through July 31,
2009.  During this period payments are due monthly, convertible at the
rate of $0.40 and, if the equity conditions are not met the Company may add the
accrued interest amount to the principal balance of the note. After July 31,
2009 the interest payments are due quarterly in accordance to the original terms
of the debenture.





The
October 2007 Debentures were amended by agreements effective in April 2008,
August 2008 and January 2009.  As a result of the significant changes
to the net present values of the debt and related warrants, the resulting
differences in valuations have been accounted for by the Company as
extinguishments of debt in accordance with EITF Issue No. 96-19 and EITF Issue
No. 06-6, and accordingly recorded a total loss on debt extinguishment of
$9,449,498 for the October Debentures which is included in the loss on
extinguishment of debt in the accompanying consolidated statement of operations
for the year ended March 31, 2009 (See note 10 of the accompanying consolidated
financial statements.)





On
January 31, 2008, $100,000 of the October 2007 Debentures was converted by an
investor.  Using the conversion rate of $0.84 per share per the terms
of the Debenture, 119,047 shares of registered common stock were issued to the
investor.





In April
2008, the Company rescinded and cancelled 140,143 shares of registered common
stock for principal redemptions of the October 2007 Debentures totaling $117,720
and submitted the cash payments in the same amounts to those
holders.  Pursuant to a one-time waiver of certain equity conditions,
the remaining $70,588 of the March 31 principal redemption was adjusted to
reflect a one-time conversion rate of $0.70 and, in April 2008 the Company
issued the holder 16,807 additional registered shares in
consideration.   In addition, the March 31, 2008 interest
payments were adjusted to reflect a one-time conversion price of $0.70 and in
April 2008 the Company issued the October 2007 Debenture holders 22,099
additional common stock shares.  The additional interest expense for
the October 2007 Debentures of $5,446 related to the one-time conversion rate
adjustments of the March 31, 2008 principal and interest payments from $0.84 to
$0.70 was included in accrued interest for the October 2007 Debentures as of
March 31, 2008.





On March
1, 2009 the Company increased the principal balances of the October 2007
Debentures by $70,474, the amount of the accrued interest due as of that date,
as a result of the equity condition constraints for the conversion of interest
payments pursuant to the January Amendment.





As of
March 31, 2009 and 2008, the Company had $35,707 and $5,446, respectively of
accrued interest related to the October 2007 Debentures included in the
accompanying consolidated balance sheets and recorded a total of $253,495 and
$192,421, respectively, of interest expense related to the face rate of interest
in the accompanying consolidated statements of operations for the years ended
March 31, 2009 and 2008.  During the years ended March 31, 2009 and
2008, the Company converted accrued interest payments of $5,446 and $186,975,
respectively on the convertible notes into 38,906 and 222,590 shares of common
stock, respectively, using a conversion rate of $0.84 per share.




Page
22




As of
March 31, 2009 and 2008, the unamortized balance of the debt discount related to
the October 2007 Debentures was $2,251,802 and $3,522,356,
respectively.  During the years ended March 31, 2009 and 2008 the
Company recorded additional interest expense of $1,804,716 and $1,185,348
respectively, related to the amortization of the debt discount associated with
the October 2007 Debentures.





As of
March 31, 2009 and 2008, the unamortized balance of the deferred financing fees
related to the October 2007 Debentures was zero and $325,769,
respectively.  During the years ended March 31, 2009 and 2008 the
Company recorded additional interest expense of $13,572 and $83,007
respectively, related to the amortization of the deferred financing fees
associated with the October 2007 Debentures.  In connection with the
April Amendment described above, the unamortized balance of the deferred
financing costs was written off.





During
the year ended March 31, 2008, the Company converted accrued interest payments
of $186,975 accrued interest on the convertible notes into 222,590 shares of
common stock using a conversion rate of $0.84 per share.  As of March
31, 2008, the Company had recorded $5,446 accrued interest on the convertible
notes included in the accompanying consolidated balance sheet and a total of
$192,421 of interest expense related to the face rate of interest in
the accompanying consolidated statement of operations for the year ended March
31, 2008.




On March
31, 2008, the Company issued 224,176 shares of registered common stock for
principal redemptions totaling $188,308 and 110,501 common stock shares for
March 2008 interest payments totaling $92,821 to the holders of the Debentures
using the conversion rate of $0.84.  In April 2008, the Company was
notified by the holders that the qualifying equity conditions had not been fully
satisfied with relation to the conversion of the principal and interest payments
made by the Company on March 31, 2008.  As a result, in April 2008 the
Company rescinded and cancelled 140,143 shares of registered common stock for
principal redemptions totaling $117,720 and submitted the cash payments in the
same amounts to those holders.  Pursuant to a one-time waiver
agreement with one of the Debenture holders, the remaining $70,588 of the March
31 principal redemption was adjusted to reflect a one-time conversion rate of
$0.70 and, in April 2008 the Company issued the holder 16,807 additional
registered shares in consideration.   Also in consideration of a
one-time waiver with the Debenture holders, the full amount of the March 31,
2008 interest payments were adjusted to reflect a one-time conversion price of
$0.70 and in April 2008 the Company issued the Debenture holders 22,099
additional common stock shares.  As of March 31, 2008, the Company has
recorded additional interest expense for the Debentures of $5,446 related to the
one-time conversion rate adjustments of the March 31, 2008 principal and
interest payments from $0.84 to $0.70. (See Note 10 to the accompanying
consolidated financial statements).





May 2008
Debentures




On June
9, 2008, the Company completed the transactions contemplated under a certain
Securities Purchase Agreement with an accredited investor providing for the
issuance of the Company’s Original Issue Discount 8% Secured Convertible
Debenture (the “May 2008 Debenture”) having a principal face amount of
$1,250,000.  The Company realized gross proceeds of $1,062,500 after
giving effect to a 15% discount.  After accounting for commissions and
legal and other fees, the net proceeds to the Company totaled $870,625. (See
Note 10 to the accompanying consolidated financial statements). As of March 31, 2009, the
principal balance of the May 2008 Debenture totaled $1,325,556, of which the
current portion of $883,704 is included in the Company’s current liabilities in
the accompanying consolidated balance sheet at March 31, 2009.




Under the
original terms, the principal amount under the May 2008 Debenture was payable in
23 monthly payments of $54,348 beginning January 31, 2009.  Interest
payments are payable in cash quarterly commencing on January 1, 2009. The
principal and interest payments have been affected by the debt restructures as a
result of the January Amendment discussed in further detail
below.  The Company may elect to make principal and interest payments
in shares of common stock provided, generally, that the Company is not in
default under the May 2008 Debenture, it has met certain equity conditions prior
to the due dates and there is then in effect a registration statement with
respect to the shares issuable upon conversion of the May 2008
Debenture.  If the Company elects to make principal or interest
payments in common stock, the conversion rate will be the lesser of (a) the
Conversion Price (as defined below), or (b) 85% of the lesser of (i) the average
of the volume weighted average price for the ten consecutive trading days ending
immediately prior to the applicable date an interest payment is due or (ii) the
average of such price for the ten consecutive trading days ending immediately
prior to the date the applicable shares are issued and delivered if such
delivery is after the interest payment date.




Page
23


In
accordance with the Amendment effective January 27, 2009, the principal amounts
under the Debentures are payable to the investors in 12 monthly redemption
payments which are scheduled to commence on August 1, 2009.  The
Company may elect to make principal redemptions in shares of common stock if
certain equity conditions are met.   If the Company elects to
make principal redemptions in common stock, the conversion rate will be the
lesser of (a) the Conversion Price of $0.51, or (b) 85% of the lesser of (i) the
average of the volume weighted average price for the ten consecutive trading
days ending immediately prior to the applicable date a principal redemption is
due or (ii) the average of such price for the ten consecutive trading days
ending immediately prior to the date the applicable shares are issued and
delivered if such delivery is after the principal redemption due
date.





At any
time, the holder may convert the May 2008 Debenture into shares of common stock
at a fixed conversion price of $0.84, subject to adjustment in the event the
Company issues common stock (or securities convertible into or exercisable for
common stock) at a price below the conversion price as such price may be in
effect at various times (the “Conversion Price”). During fiscal 2009, the
conversion price was subsequently reset to $0.51 as a result of the January
Amendment discussed in further detail below.





Following
the effective date of the registration statement described below, the Company
may force conversion of the May 2008 Debenture if the market price of the common
stock is at least $2.52 for 30 consecutive days. The Company may also prepay the
May 2008 Debenture in cash at 120% of the then outstanding principal
balance.





The May
2008 Debenture ranks senior to all current and future indebtedness of the
Company, with the exception of the October 2007 Debentures that were issued by
the Company which rank senior to the May 2008 Debenture.  The May 2008
Debenture is secured by substantially all of the assets of the
Company.  As part of the transaction, the Company entered into a
waiver and subordination agreement with the holders of the October 2007
Debentures.





At any
time, holders may convert the Debentures into shares of common stock at a fixed
conversion price of $0.51, subject to adjustment in the event the Company issues
common stock (or securities convertible into or exercisable for common stock) at
a price below the conversion price as such price may be in effect at various
times (the “Conversion Price”).




Interest
payments for the May 2007 Debentures are payable quarterly and commenced on
January 1, 2009.  The Company may elect to make interest payments in shares
of common stock provided, generally, that it is not in default under the
Debentures and it has met certain equity conditions prior to the due date of the
interest payments.  If the Company elects to make interest payments in
common stock, the conversion rate will be the lesser of (a) the Conversion Price
(as defined below), or (b) 85% of the lesser of (i) the average of the volume
weighted average price for the ten consecutive trading days ending immediately
prior to the applicable date an interest payment is due or (ii) the average of
such price for the ten consecutive trading days ending immediately prior to the
date the applicable shares are issued and delivered if such delivery is after
the interest payment date. The January 2009 Amendment modified the terms
for interest payments during the period of January 1 through July 31,
2009.  During this period payments are due monthly, convertible at the
rate of $0.40 and, if the equity conditions are not met the Company may add the
accrued interest amount to the principal balance of the note. After July 31,
2009 the interest payments are due quarterly in accordance to the original terms
of the debenture.





The May
2008 Debentures were amended effective January 2009.  As a result of
the significant changes to the net present values of the debt and related
warrants, the resulting differences in valuations have been accounted for by the
Company as extinguishments of debt in accordance with EITF Issue No. 96-19 and
EITF Issue No. 06-6, and accordingly recorded a total loss on debt
extinguishment of $1,397,075 which is included in the loss on extinguishment of
debt in the accompanying consolidated statement of operations for the year ended
March 31, 2009 (See Note 10 of the accompanying consolidated financial
statements.)





On March
1, 2009 the Company increased the principal balances of the May 2008 Debenture
by $75,556, the amount of the accrued interest due as of that date, as a result
of the equity condition constraints for the conversion of interest payments
pursuant to the January Amendment.




Page
24


For the
year ended March 31, 2009, the Company recorded interest expense of $84,393
related to the face rate of interest, all of which $8,837 is included in accrued
interest  in the accompanying consolidated balance sheet at March 31,
2009.





During
the year ended March 31, 2009, the Company recorded additional interest expense
of $418,400 related to the amortization of the debt discount. As of March 31,
2009, the unamortized balance of the debt discount was $637,986.





During
the year ended March 31, 2009, the Company recorded additional interest expense
of $28,712 related to the amortization of the deferred financing fees on the May
2008 Debenture. As of March 31, 2009, the unamortized balance of the deferred
financing fees was zero. In connection with the January Amendment described
above, the unamortized balance of the deferred financing costs was written off.
(See Note 10 to the accompanying consolidated financial statements)





Private Placement
Debentures





In March
2009 the Company entered into an Agency Agreement with a broker to raise capital
in a private placement offering of one-year convertible debentures under
Regulation D (the “Private Placement Debentures”).   From March
through June 2009, the Company intends to raise up to a maximum of
$1,500,000 under this private placement offering of convertible debenture
debt.  On March 31, 2009, the Company had received initial gross
proceeds of $60,000 under this private placement offering of convertible
debentures.  Related to the issuance of the convertible debentures,
the Company accrued for commissions to the broker totaling $3,600 which have
been capitalized as deferred financing costs. The deferred financing costs will
be amortized to interest expense by the Company through the maturity dates of
the debentures on a straight-line basis which approximates the effective
interest method.





The
Company may elect to make principal redemptions on the maturity dates of the
debentures in shares of common stock at a fixed conversion price of $0.51. At
any time, holders may convert the debentures into shares of common stock at the
fixed conversion price of $0.51. The conversion price is subject to adjustment
in the event the Company issues the next equity financing of at least $2,500,000
at a price below $0.51.





Per the
terms of the convertible debenture agreements, the notes have a term of one year
from issuance and are redeemable by the Company with two days
notice.  The notes bear interest at 8% per annum and are convertible
into shares of the Company’s common stock at a conversion rate of
$0.51.  As of March 31, 2009 the balance of these convertible notes
was $60,000 and accrued interest was zero.





In
connection with the financing transaction, the Company issued to the investors
five-year warrants (the “Private Placement Warrants”) to purchase 23,529 shares
of the Company’s common stock at $0.51 per share. The exercise price of the
warrants is subject to adjustment in the event the Company issues the next
equity financing of at least $2,500,000 at a price below $0.51.





Under
EITF Issue No. 00-27, the value of the Private Placement Warrants issued to the
investor was calculated relative to the total amount of the debt offering. The
relative fair value of the Private Placement Warrants issued to the investors
was determined to be $9,146, or 15.2% of the total offering. The relative fair
value of the Private Placement Warrants, along with the effective beneficial
conversion feature of the debt of $4,440 were recorded as a total debt discount
of $13,586 as of March 31, 2009 which is reported in the accompanying
consolidated balance sheet. The Company will amortize the debt discount using
the effective interest method through the maturity dates of the
notes.





As of
June 22, 2009 the Company had received additional gross proceeds of $906,500
under this private placement of convertible debentures. (See Note 14 of the
accompanying consolidated financial statements.)





Other
Notes Payable





The
Company had a non-interest bearing note payable to a third party for $77,304,
which was due in April 2003.  The Company made the final payments on
the note of $5,000 in April 2008 and $7,000 in May 2008.  As of March
31, 2009 and 2008, the remaining unpaid balance was zero and $12,000,
respectively.





As of
March 31, 2009 and 2008, the Company had aggregate principal balances of
$1,129,500 and $1,249,500, 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
commenced April 1, 2006 of $2,500, and which increased by an aggregate of $2,500
every six months to the current maximum aggregate payment of $10,000 per month.
Any remaining unpaid principal and accrued interest is due at maturity on
various dates through March 1, 2015.




Page
25




Related-party
interest expense under these notes was $71,676 and $78,243 for the years ended
March 31, 2009 and 2008, respectively.  Accrued interest related to
these notes, which is included in related party notes payable in the
accompanying consolidated balance sheets, amounted to $554,260 and $482,584 as
of March 31, 2009 and 2008, respectively.  As of March 31, 2009, the
Company had not made the required payments under the related party notes which
were due on January 1, February 1, and March 1, 2009.  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, 2009,
May 30, 2009, and June 26, 2009, 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 August
2006, Peter Berry, the Company’s former Chief Executive Officer, agreed to
convert his deferred salaries to a long-term note payable. Under the terms of
this note, the Company began to make monthly payments of $3,000 to Mr. Berry in
January 2007. In January 2008, these monthly payments increased to $6,000 and
will 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 began
to accrue on January 1, 2008.  As of March 31, 2009 and 2008, the
total amount of deferred salaries and accrued interest under this arrangement
was $157,688 and $201,115, respectively, of which $67,688 and $129,115,
respectively is recorded as a long-term liability in the accompanying
consolidated balance sheets.  Interest expense related to this note
was $10,573 and $3,165, respectively for the years ended March 31, 2009 and
2008.  Accrued interest related to this note payable amounted to
$13,738 and $3,165 at March 31, 2009 and 2008, respectively, and is included in
the note payable to officer in the accompanying consolidated balance sheets. In
January 2009, Mr. Berry agreed to defer the monthly payments of the note due
from January 31, 2009 through June 30, 2009. As of March 31, 2009 these unpaid
payments totaled $18,000 and are included in the current liability portion of
the note payable in the accompanying consolidated balance sheet.  Mr.
Berry resigned his position as Chief Executive Officer in February 2009, however
remains a director on the Board and continues to work as a consultant for the
Company.





Page
26




The
following table lists all notes payable and their principal balances as of March
31, 2009:




Lender
            Origination
      Date
            Maturity
      Date
            Principal
      Bal.
              March
      31, 2009
            Interest
      RatePrivate
      Placement Convertible Debentures
            Mar.
      2009
            Mar.
      2010
            $60,000
            
            8%October
      2007 and May 2008 Convertible Debentures
            Oct.
      2007/May 2008
            Jul.
      2010
            $6,681,629
            
            8%Patrick
      Mullens
            Aug.
      2001
            Feb.
      2015
            $338,500
            
            6%Marc
      Grossman
            Feb.
      2001
            Feb.
      2015
            $282,000
            
            6%David
      Petreccia
            Apr.
      2001
            Feb.
      2015
            $239,000
            
            6%Jeffrey
      Dell
            Aug.
      2001
            Feb.
      2015
            $208,000
            
            6%Raymond
      Takahashi
            Jun.
      2003
            Jul.
      2011
            $62,000
            
            6%Peter
      Berry
            Sep.
      2006
            Dec.
      2010
            $143,950
            
            6%




The
Company has incurred negative cash flows from operations of $2,586,470 for the
year ended March 31, 2009 due to insufficient revenues caused by the delay in
ramp up of the CryoPort ExpressTM System and to the operating costs related to
the maintenance of minimal selling, general and administrative and research and
development activities to support the further development and ramp up activities
of the new product line.  These negative cash flows from operations
for the year ended March 31, 2009 have been financed primarily through net
proceeds from the October 2007 and May 2008 Debentures.




The
Company’s combined cash balance as of March 31, 2009 was $350,811, including
restricted cash. During the period of April 1 through June 22, 2009, the Company
received additional financing through a private placement offering of
convertible debenture, and net proceeds received by the Company totaled $850,230
(see Note 14 of the accompanying consolidated financial
statements).





Based on
presently known commitments and plans, the Company expects to fund its continued
operations through use of cash on hand, proceeds from the remaining balance
expected from the private placement convertible debentures, proceeds from
exercises of existing outstanding warrants.  In addition, the
Company’s management recognizes that the Company must obtain additional capital
through additional long-term or equity financing to support the continued
operations and ramp up of its sales and marketing and manufacturing activities
towards the CryoPort ExpressTM System.





The
Company expects to incur capital expenditures for manufacturing and customer
support operations expansion commensurate with the full
commercialization for the launch of the CryoPort ExpressTM System and sales
volume increases.  Future capital expenditures for manufacturing and
IT equipment for the launch of the CryoPort ExpressTM System are expected to be
funded out of additional long-term or equity 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 consolidated 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 collectability 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.




Page
27




Inventory.  The
Company writes down its inventories 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.Intangible assets are comprised of patents and
trademarks and software development costs.  The Company capitalizes
costs of obtaining patents and trademarks which are amortized, using the
straight-line method over their estimated useful life of five
years.  The Company capitalizes certain costs related to software
developed for internal use in accordance with AICPA Statement of Position 98-1,
Accounting for Costs of
Computer Software Developed or Obtained for Internal
Use.  Software development costs incurred during the
preliminary or maintenance project stages are expensed as incurred, while costs
incurred during the application development stage are capitalized and amortized
using the straight-line method over the estimated useful life of the software
which is five years.  Capitalized costs include purchased materials
and costs of services including the valuation of warrants issued to consultants
using the Black-Scholes option pricing model.





Impairment of Long-Lived
Assets.  The Company assesses the recoverability of its
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.





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.





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
share-based payments to employees and directors in accordance with SFAS No.
123(R), Share-Based
Payment, (“SFAS 123(R)”). SFAS 123(R) requires all share-based payments
to employees and directors, including grants of employee stock options and
warrants, to be recognized in the consolidated financial statements based upon
their fair values. The Company uses the Black-Scholes option pricing model to
estimate the grant-date fair value of share-based awards under SFAS 123(R). Fair
value is determined at the date of grant. In accordance with SFAS 123(R), the
consolidated financial statement effect of forfeitures is estimated at the time
of grant and revised, if necessary, if the actual effect differs from those
estimates. The estimated average forfeiture rate for the years ended March 31,
2009 and 2008 was zero as the Company has not had a significant history of
forfeitures and does not expect forfeitures in the future.





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
or warrants to be classified as financing cash flows. Due to the Company’s loss
position, there were no such tax benefits during the years ended March 31, 2009
and 2008.





Page
28


The
Company accounts for equity issuances to non-employees in accordance with
Emerging Issues Task Force ("EITF") Issue No. 96-18, Accounting 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.




Employee
stock-based compensation expense recognized under SFAS No. 123(R) for the year
ended March 31, 2009 was $289,497, determined by the Black-Scholes valuation
model.  As of March 31, 2009, total unrecognized compensation cost,
related to unvested stock options and warrants was approximately $287,722, which
is expected to be recognized as an expense over a weighted-average period of 3
years. See Note 2 to the Company’s consolidated financial statements for
additional information.





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 10 of
the accompanying consolidated financial statements).





Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157 (“SFAS No. 157”), Fair Value
Measurements.  SFAS No. 157 establishes a framework for
measuring fair value and expands disclosure about fair value
measurements.  Specifically, this standard establishes that fair value
is a market-based measurement, not an entity specific measurement.  As
such, the value measurement should be determined based on assumptions the market
participants would use in pricing an asset or liability.  The expanded
disclosures include disclosure of the inputs used to measure fair value and the
effect of certain of the measurements on earnings for the
period.  SFAS No. 157 was effective for fiscal years beginning after
November 15, 2007.  FASB Staff Position No. FAS 157-2 (“FSP 157-2”),
Effective Date of FASB
Statement No. 157 was issued in February 2008.  FSP 157-2
delays the effective date of SFAS No. 157 for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at
fair value at least once a year, to fiscal years beginning after November 15,
2008, and for interim periods within those fiscal years. The adoption of SFAS
No. 157 related to financial assets and liabilities did not have a material
effect on the Company’s consolidated financial statements.  The Company is
currently evaluating the impact, if any, that SFAS No. 157 may have on its
future consolidated financial statements related to non-financial assets and
liabilities.





In
October 2008, the FASB issued FASB Staff Position No. 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active (“FSP No.
157-3”). FSP No. 157-3 clarifies the application of SFAS No. 157 in a market
that is not active, and provides an illustrative example intended to address
certain key application issues. FSP No. 157-3 is effective immediately, and
applies to the Company’s March 31, 2009 financial statements. The Company has
concluded that the application of FSP No. 157-3 did not have a material impact
on its consolidated financial statements as of and for the year ended March 31,
2009.





In June
2008, the Emerging Issues Task Force of the FASB published EITF Issue No. 07-5,
Determining Whether an
Instrument is Indexed to an Entity’s Own Stock (“EITF No. 07-5”) to
address concerns regarding the meaning of “indexed to an entity’s own stock”
contained in FASB Statement 133, Accounting for Derivative
Instruments and Hedging Activities . This related to the determination of
whether a free-standing equity-linked instrument should be classified as equity
or liability. If an instrument is classified as liability, it is valued at fair
value, and this value is re-measured on an ongoing basis, with changes recorded
in earnings in each reporting period. EITF No. 07-5 is effective for years
beginning after December 15, 2008 and earlier adoption is not permitted.
Although EITF No. 07-5 is effective for fiscal years beginning after December
15, 2008, any outstanding instrument at the date of adoption will require a
retrospective application of the accounting through a cumulative effect
adjustment to retained earnings upon adoption. The Company is currently
evaluating the impact of EITF No. 07-5 on its consolidated financial statements,
but it believes that certain factors of its convertible debentures and warrants
that have been previously classified as equity may require liability
treatment.




Page
29
 
  In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”, and
is effective for the Company for business combinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or after December 15, 2008. SFAS 141(R) requires the new acquiring entity to
recognize all assets acquired and liabilities assumed in the transactions,
expense all direct transaction costs and account for the estimated fair value of
contingent consideration.  This standard establishes an acquisition-date
fair value for acquired assets and liabilities and fully discloses to investors
the financial effect the acquisition will have.  The adoption of this
pronouncement is not expected to have a material effect on the Company’s
consolidated financial statements.





In
November 2007, the Emerging Issues Task Force issued EITF Issue 07-01 (“EITF
07-01”),“Accounting for
Collaborative Arrangements”.  EITF 07-01 requires collaborators
to present the results of activities for which they act as the principal on a
gross basis and report any payments received from (made to) other collaborators
based on other applicable generally accepted accounting principles in the United
States (“GAAP”) or, in the absence of other applicable GAAP, based on analogy to
authoritative accounting literature or a reasonable, rational, and consistently
applied accounting policy election. Further, EITF 07-01 clarified that the
determination of whether transactions within a collaborative arrangement are
part of a vendor-customer (or analogous) relationship subject to Issue 01-9,
“Accounting for Consideration Given by a Vendor to a Customer”. EITF 07-01
is effective for fiscal years beginning after December 15, 2008. The
Company does not anticipate that the adoption of this standard will have a
material impact on its financial statements.





Impact of Contractual Obligations
and Commercial Commitments.   The following summarizes the
Company’s contractual obligations at March 31, 2009 and the effects such
obligations are expected to have on liquidity and cash flow in future
periods.




Payments
      Due by PeriodContractual
      Obligations
            
            Total
            
            
            Less
      than
              1
      Yr
            
            
            1-3
      Years
            
            
            4-5
      Years
            
            
            After5
              YearsRelated
      Party Notes
            
            $
            1,129,500
            
            
            $
            150,000
            
            
            $
            224,000
            
            
            $
            192,000
            
            
            $
            563,500Convertible
      Debentures (a)
            
            
            6,681,629
            
            
            
            4,454,424
            
            
            
            2,227,205
            
            
            
            -
            
            
            
            -Note
      Payable to P. Berry
            
            
            143,950
            
            
            
            90,000
            
            
            
            53,950
            
            
            
            -
            
            
            
            -Line
      of Credit
            
            
            90,310
            
            
            
            90,310
            
            
            
            -
            
            
            
            -
            
            
            
            -Private
      Placement Convertible Debt
            
            
            60,000
            
            
            
            60,000
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
      Contractual Cash Obligations
            
            $
            8,105,389
            
            
            $
            4,844,734
            
            
            $
            2,505,155
            
            
            $
            192,000
            
            
            $
            563,500


____________


(a)  Convertible
      debentures are expected to be paid in equivalent common stock using a
      contractual conversion rate of $0.51 per common stock
    share.




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.





Results
of Operations – Year Ended March 31, 2009 Compared to Year Ended March 31,
2008.





Net Sales.  During
the year ended March 31, 2009 the Company generated revenues of $35,124 compared
to revenues of $83,564 during the year ended March 31, 2008, a decrease of
$48,440 (58.0%).  These low revenues in both years is primarily due to
the Company’s shift initiated in mid-2006 in its sales and marketing focus from
the reusable shipper product line.  Further, the decrease in revenues
was caused by the discontinuation of the sales of the reusable shippers early
fiscal 2009 to allow resources to focus on the further development and launch of
the CryoPort ExpressTM System and its introduction into the biopharmaceutical
industry sector during fiscal 2009 and to the delays in the Company’s securing
adequate funding for the manufacturing and full commercialization of the
CryoPort ExpressTM.





Cost of Sales.  Cost
of sales for the year ended March 31, 2009 increased $159,781 (41.4%) to
$546,152 from $386,371 for the year ended March 31, 2008 as the result of
increased fixed overhead manufacturing costs resulting from the Company’s
discontinuation of the reusable shippers and preparation of manufacturing
operation for the launch of the new CryoPort ExpressTM System during fiscal
2009.  During both periods, cost of sales exceeded sales due to fixed
manufacturing costs and plant underutilization.




Page
30


Gross Loss.  Gross
loss for the year ended March 31, 2009 increased by $208,221 (68.8%) to $511,028
compared to $302,807 for the year ended March 31, 2008.  The increase
in the gross loss is due to decreased revenues and increased fixed overhead
manufacturing costs resulting from the Company’s discontinuation of the reusable
shippers and preparation of manufacturing operation for the launch of the new
CryoPort ExpressTM System during fiscal 2009.





Selling, General and Administrative
Expenses.  Selling, general and administrative expenses
decreased by $163,491 (6.4%) to $2,387,287 for the year ended March 31,
2009  compared to $2,550,778 for the year ended March 31, 2008 due
mainly to a decreased in  general and administrative costs of $213,453
(9.6%) which was partially offset by an increase in selling expenses of $49,962
(15.4%).  The decrease in general and administrative expenses was
primarily due to The Company’s efforts to minimize overall costs and diversion
of  resources to the focus on market development and sales ramp up of
the CryoPort ExpressTM System  These general and administrative cost
reductions were partially offset by increases  in legal and accounting
fees, insurance premiums and travel expenses.  The increased selling
expenses were primarily related to increased advertising and promotional costs,
consulting and travel costs as the result of additional market research,
product development and the development of customer relationships for the
commercialization of the CryoPort ExpressTM System.





Research and Development
Expenses.  Research and development expenses increased by
$131,151 (78.9%) to $297,378 for the year ended March 31, 2009 as compared to
$166,227 for the year ended March 31, 2008 in relation to the progression of the
research and development activity, related to the initial development of the web
based customer service portal utilized by the CryoPort ExpressTM
System.  Further these efforts are expected to lead to the
introduction of shippers of varying sizes based on market requirements,
constructed of lower cost materials and utilizing high volume manufacturing
methods that will make it practical to provide the cryogenic packages offered by
the CryoPort ExpressTM System. Other research and development effort has been
directed toward third party certification testing and 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.





Interest Expense.Interest
expense increased $1,100,665 to $2,693,383 for the year ended March 31, 2009 as
compared to $1,592,718 for the year ended March 31, 2008. This increase is
primarily due to the interests costs related to the convertible debentures
issued in October 2007 and May 2008 including primarily increases of $1,008,130
resulting from the amortization of additional debt discounts and $150,913 of
interest expense on the face value of the debentures which were partially offset
by reductions in amortization of deferred financing fees and interest expense
for related party notes payable as the result of the payments made against the
principal note balances.




Interest Income.The Company
recorded interest income of $32,098 for the year ended March 31, 2009 as
compared to $50,076 for the year ended March 31, 2008 as the result of decreased
cash balances related to the use of funds for operations during the
year.





Loss on Extinguishment of Debt.The Company incurred a total combined loss on extinguishment of debt of
$10,846,573 during the year ended March 31, 2009 as the result of the resulting
change in valuation of the debt and related warrants associated with the
Amendments to the October 2008 Debentures in April 2008, August 2008 and January
2009 and the change in valuation of the debt and related warrants associated
with the January 2009 Amendment to the May 2008 Debentures (See Note 10 of the
accompanying consolidated financial statements.)  The loss consists of
a combined total loss on extinguishment of debt on the October 2007 Debentures
of $9,449,498 and $1,397,075 on the May 2008 Debenture. There was no loss on
extinguishment of debt during the year ended March 31, 2008.





Net Loss.  As a
result of the factors described above, the net loss for the year ended March 31,
2009 increased by $12,141,097 (266%) to $16,705,151 or ($0.41) per share
compared to $4,564,054 or ($0.12) per share for the year ended March 31,
2008.





Page
31





ITEM
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not
applicable.





ITEM
8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
Consolidated Financial Statements and Notes thereto and the Report of
Independent Registered Public Accounting Firm appearing on pages F-1 through
F-51 of Exhibit 13.1 are incorporated herein by reference to this Annual Report
on Form 10-K.





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





None.





ITEM
9A.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures.





As of the
end of the period covered by this report, the Company’s management, under the
supervision and with the participation of the Chief Executive Officer and Vice
President of Finance, carried out an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, and section 404 of the Sarbanes-Oxley Act).
Based upon that evaluation, the Chief Executive Officer and Vice President of
Finance concluded that the Company’s disclosure controls and procedures were
effective to provide reasonable assurance that material information relating to
the Company is made known to management, including the Chief Executive Officer
and Vice President of Finance. They have concluded, after evaluating the
effectiveness of the Company’s disclosure controls and procedures as of March
31, 2009, 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 Control Over Financial Reporting.





There
have been no significant changes in the Company’s internal controls over
financial reporting during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
controls over financial reporting.





Management’s
Report on Internal Control Over Financial Reporting





The
management of Cryoport, Inc. is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended (The Exchange Act) to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Under the supervision and with the participation of the Company’s
management, including its Chief Executive Officer and Vice President of
Finance,  an evaluation was conducted of the effectiveness of the
Company’s internal control over financial reporting based on the framework set
forth in Internal Control –
Integrated Frameworkissued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation under the framework set
forth in Internal Control –
Integrated Frameworkmanagement concluded that the Company’s internal
control over financial reporting was effective as of March 31,
2009.





Page
32


An
internal control system over financial reporting has inherent limitations and
may not prevent or detect misstatements.  Therefore even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities & Exchange Commission that permit the Company to
provide only management’s report in this annual report.





ITEM
9B.   OTHER INFORMATION





None




Page
33




PART
III
 
 ITEM
10:   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 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 ElectedNon-employee
      Directors:Thomas
      Fischer, PhD
                  62
                  Director,
      Vice Chairman of the Board
                  2005Carlton
      M. Johnson, Jr
                  48
                  Director,
      Secretary of the Board (a)
                  2009Peter
      Berry
                  61
                  Director
      (b)
                  2003Adam
      M. Michelin
                  65
                  Director
                  2005Gary
      C. Cannon
                  58
                  Director
      (former) (c)
                  2005Stephen
      L. Scott
                  57
                  Director
      (former) (d)
                  2005Executive
      Officers:Larry
      G. Stambaugh
                  62
                  Chairman
      of the Board and Chief Executive Officer, President (e)
                  2008
      - 2009Dee
      S. Kelly, CPA
                  47
                  CFO,
      Vice President of Finance
                  2003Kenneth
      G. Carlson
                  55
                  Vice
      President of Sales and Marketing
                  2005Bret
      Bollinger
                  42
                  Vice
      President of Operations
                  2008Peter
      Berry
                  60
                  Former
      Chief Executive Officer (b)
                  2003
 
 (a)
elected to the Board on May 4, 2009.
 (b)
resigned as Chief Executive Officer on February 20, 2009 and remains a Director
and Advisory Consultant
 (c)
resigned from the Board May 4, 2009
 (d)
resigned from the Board November 7, 2008
 (e)
elected to the Board on December 5, 2009, and CEO, President on February 20,
2009
 
 
 Background
of Directors and Officers:
  Thomas S. Fischer, PhD, became
a director of Cryoport, Inc. in 2005.  He is currently Vice-Chairman of the
Board and is chairman of the Compensation and Governance Committee as well as a
member of the Audit Committee. Dr. Fischer has over 30 years of experience
as a healthcare executive.  Currently retired, he provides limited
consulting for healthcare organizations.  Since 2007 he has been president
of Bear Creek Consulting, LLC, a golf club management company.  Dr. Fischer
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 similar senior
management positions with Kaiser Foundation Health Plan, Inc. 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.  He is also a graduate of Harvard Business School’s Advanced
Management Program.
 
 Carlton M. Johnson, was
elected as a director and Secretary to the Board on May 4, 2009. Mr. Johnson has
been In-House Legal Counsel for Roswell Capital Partners, LLC since
1996.  Mr. Johnson has been a member of the Alabama Bar since 1986,
the Florida Bar since 1988 and the State Bar of Georgia since 1997. He was a
shareholder in the Pensacola, Florida Bar Registered (AV rated) law firm of,
Smith, Sauer, DeMaria & Johnson from 1988 to 1996. Mr. Johnson holds a
degree in History/Political Science from Auburn University and Juris Doctorate
from Samford University, Cumberland School of Law.  Mr. Johnson also
serves on the boards of Peregrine Pharmaceuticals, Inc. and Patriot Scientific
Corporation.  Mr. Johnson’s appointment to the Board fulfills and
agreement between the Company and BridgePointe Master Fund Ltd. to have a
representative of BridgePointe on the Company’s board of directors pursuant to
the Company’s October 2007 and May 2008 Convertible Debentures as amended
January 27, 2009.
 
 Peter Berry, has served as a
member of the Company’s Board of Directors since December 2002.  From
December 2002 to February 2009 Mr. Berry served as the Company’s President and
Chief Executive Officer, and he continues to serve as a Board director and as a
consultant for the Company in an advisory role.  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.
  Page
34
  
 Adam M.  Michelin,became a member of the Company’s Board of Directors in June 2005 and
serves as the Chairman of the Audit Committee.  Mr. Michelin is
currently the President and Chief Executive Officer, of Redux Holdings, Inc. a
position he has held since January 2006.  Mr. Michelin has held
several executive leadership positions including, CEO for Enterprise Group from
March 2005, Principle of Kibel Green, Inc., a position he held for 11 years
prior to joining Enterprise Group, and Partner of KPMG for 10
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.
 
 Gary C. Cannon, served as
Director and Corporate Secretary June 2005 to May 2009. Mr. Cannon
continues to serve as Corporate Legal Counsel to the Company and serves on the
Company’s Advisory Board and Compensation Committee. Prior to joining the
Company in June 2005, 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 21 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.
 
 Stephen L. Scott served on the
Company’s board from 2006 to November 2008.  Since 1996, Mr. Scott has
been President of Technology Acquisition Group.  Mr. Scott is a
management and organizational consultant with over 20-years experience with
diverse manufacturing businesses, including a specific background with
developmental stage companies, 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 Mr. Scott 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.
 
 Larry G. Stambaugh, was
elected as the Company’s Chairman of the Board on December 5, 2008 and became
President and Chief Executive Officer on February 20, 2009.  Mr.
Stambaugh is currently a Principal of Apercu Consulting, a firm that he
established in 2006. From December 1992 to January 2006, Mr. Stambaugh served as
Chairman and CEO of Maxim Pharmaceuticals, a public company developing cancer
and infectious disease drugs which he co-founded. From December 2007 to February
2008, Mr. Stambaugh reorganized two biotechnology companies owned by Arrowhead
Research Corporation, a public holding company, Calando Pharmaceuticals and
Insert Therapeutics and served as each of the subsidiaries’ CEO.  Mr.
Stambaugh has more than 30 years experience building global businesses and
setting strategies and has an extensive background in life sciences and clean
tech including relationships with and knowledge of Contract Research
Organizations, biotech and pharmaceutical companies Mr. Stambaugh serves on
several boards including EcoDog, Ridge Diagnostics, Corporate Directors Forum
and BioCom.  Mr. Stambaugh earned his BBA Accounting/Finance from
Washburn University in 1969.
 
 Dee S. Kelly, CPA, has served
as CFO, Vice President of Finance for the Company since August
2003.  Ms. Kelly was formerly with Ernst & Young, LLP and has over
25 years experience in public and private accounting.  She has held
executive financial positions with international bio-tech and medical device
manufacturers.   Ms. Kelly joined the Company in
2003.  Prior to joining the Company in 2003, Ms. Kelly held positions
of  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.  Ms. Kelly also served as Vice President,
Controller for Equifax Financial Services, Inc.
  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.
 
  Page
35
  Bret Bollinger, became Vice
president of Operations for CryoPort in February 2008.  Prior to
joining the Company, Mr. Bollinger was Director of Operations and Engineering
for Triangle Brass Manufacturing from July 2003 to January 2008.  Mr.
Bollinger served as a Business Process Consultant for Vistant Corporation, a
division of Cardinal Health from July of 2001 through July 2003 and as
Operations and Order Fulfillment Manager for Ingersoll-Rand’s Safety and
Security Sector, Falcon Lock Company from July of 1999 to July of
2001.  Mr. Bollinger has extensive background in manufacturing
environments, including experience with opening both manufacturing and assembly
plants domestically as well as in Mexico.  In addition, he has
experience in new product design and implementation.  Mr. Bollinger
holds a Bachelor of Science in Mechanical Engineering from Sacramento State
University.
 
 The
officers of the Company hold office until their successors are elected and
qualified, or until their death, resignation or removal.
 
 The
following directors hold a directorship in other reporting
companies:  Adam Michelin is Director, CEO/President and Treasurer of
Redux Holdings, Inc. a publicly traded company.  Carlton Johnson is
Director for both Patriot Scientific Corporation and Peregrine Pharmaceuticals,
Inc.
 
 None of
the other directors or officers hold a directorship in any other reporting
company.
  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.
 
 
 Corporate
Governance Guidelines and Corporate Code of Ethics for Principal Executive
Officers and Senior Financial Officers.
 
 The Board
of Directors exercises oversight of the performance of the Chief Executive
Officer and other senior management to assure that the long-tem interests of the
shareholders are being served.  The Board regularly monitors the
effectiveness of management policies and decisions, including the execution of
the Company’s strategies.  The Board of Directors has adopted a Board
of Directors Code of Conduct applicable to all directors and has written
charters for Board committees which provide the framework for the governance of
the Company and are available, free of charge, upon request to the Corporate
Secretary, CryoPort, Inc. 20382 Barents Sea Circle, Lake Forest, CA,
92630.
 
 The Board
has adopted a Corporate Code of Ethics applicable to the directors, Chief
Executive Officer, the Chief Financial Officer, all senior financial officers
and all other employees. The Corporate Code of Ethics of the Company is
available, free of charge, upon request to the Corporate Secretary, CryoPort,
Inc. 20382 Barents Sea Circle, Lake Forest, CA, 92630.
 
 Board
of Directors Meetings and Committees:
 
 During
the fiscal year ended March 31, 2009, there were eleven 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.
 
 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. Cannon
resigned from his director position in May 2009, but continues to serve as an
Advisory Board member and Corporate Legal Counsel for the
Company.  Mr. Puente is an Advisory Board member and an outside expert
consultant serving on the Compensation and Governance
Committee.
  Page
36
  
 
 Nominating
Procedures and Criteria
 
 The
Company does not have a formal nominating committee.  The function of
the nominating committee is handled by the Company’s Compensation and Governance
Committee.
 
 Compensation
Committee Interlocks and Insider Participation
 
 Gary
Cannon served as Secretary of the Company from June 2005 to May 2009, none of
the other members of the Compensation Committee is or has been an officer or
employee of the Company.
 
 Audit
Committee
 
 The
Company’s Board of Directors has a formally established audit committee and an
adopted Audit Committee Charter.  During the year ended March 31,
2009, the Company’s Audit Committee held two meetings.  In addition,
the audit committee regularly held discussions regarding the consolidated
financial statements of the Company during the Board of Directors
meetings.  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. From April 1 to November 7,
2008, Mr. Fischer and Mr. Scott comprised the remaining audit committee
members. On November 7, 2008, Mr. Scott resigned his position on the Board
of Directors and Audit Committee. Mr. Michelin and Mr. Fischer continue as
the remaining members of the audit committee.  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.
 
 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.
 
 Based
solely upon a review of the copies of such forms furnished to the Company, we
believe that during the year ended March 31, 2009, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with.
 
 
  ITEM
11.   EXECUTIVE COMPENSATION.
 
 2009 Executive Base Salary
and Incentive Compensation Determination
 
 Larry
G. Stambaugh
 
 Mr.
Stambaugh was elected as Chairman of the Board on December 10, 2008 and
subsequently as President and Chief Executive Officer on February 20,
2009.  Mr. Stambaugh, works as a consultant for the Company on a
monthly retainer basis of $12,000 per month.  For the period December
2008 through February 2009 Mr. Stambaugh’s fees were recorded as director’s fees
in his capacity as Chairman of the Board.  Once Mr. Stambaugh assumed
the President and Chief Executive positions his fees were recorded as executive
compensation.  On December 10, 2008, based on the recommendation of
the Compensation Committee and approval by the Board, Mr. Stambaugh was granted
500,000 warrants exercisable at $0.84 which vest over a three year period from
inception date in equal proportion. The exercise price of the warrants is equal
to or greater than the fair value of the Company’s stock as of the grant
date.  Mr. Stambaugh does not currently have an employment contract
with the Company.
  Page
37
  
 Peter
Berry
 
 Mr. Berry
served as the Company’s President and Chief Executive Officer from April, 2003
to February 20, 2009, when he resigned his position. Mr. Berry continues to
serve as a Board director and as a consultant for the Company in an advisory
role. Prior to his resignation, Mr. Berry had an annual base salary of
$192,000.  Mr. Berry’s employment agreement with the Company which
originally expired November 1, 2005, had been extended annually by approval of
the Board and most recently in December 2008, based on the recommendations of
the Compensation Committee, for additional one-year terms.  Effective
November 1, 2007, the Board approved a one year extension of Mr. Berry’s
employment agreement with a monthly base salary for Mr. Berry of $16,000 for the
period of November 1, 2007 to October 31, 2008 and an annual cash bonus of up to
40% of his base salary, based on goals and objectives met as recommended by the
Compensation Committee and approved by the full Board of
Directors.   Effective November 1, 2008, the Board approved an
additional one year renewal of Mr. Berry’s Employment Agreement with a monthly
base salary of $16,000 and an annual cash bonus of up to 50% of his base salary,
based on goals and objectives met as recommended by the Compensation Committee
and approved by the full Board of Directors.   In November and
December 2008 Mr. Berry voluntarily took a reduction in his monthly pay to
$14,500 per month.  In February 2008, the Board approved a $30,000
cash bonus for Mr. Berry.  Based on the recommendation of the
Compensation Committee and approval by the Board, Mr. Berry was granted
incentive awards of 26,200 fully vested warrants exercisable at $0.75 per share
on August 27, 2007 and 26,200 fully vested warrants exercisable at $1.07 per
share on February 28, 2008. The exercise prices of the warrants are equal to the
fair value of the Company’s stock as of the grant dates.  During his
employment term, Mr. Berry also received compensation in the form of health care
benefits from the Company.  Starting March 1, 2009, Peter Berry
entered into a Consulting Agreement to provide advisory services to the Company
for the period of March 1, 2009 through January 1, 2010.  The
compensation for Mr. Berry’s services under this agreement was set for $16,000
for the month of March 2009 and $28,890 for each month thereafter until
expiration of the contract.
 
  Dee
S. Kelly
 
 Ms. Kelly
has served as the Company’s Chief Financial Officer and Vice President, Finance
since August 2003.  Ms. Kelly, a California licensed Certified Public
Accountant, works as a consultant for the Company on a monthly retainer basis of
$10,000 per month.  As of March 31, 2009, the Company owed Ms. Kelly
$4,000 in accrued pay.  Based on the recommendation of the
Compensation Committee and approval by the Board, Ms. Kelly was granted
incentive awards of 61,000 fully vested warrants exercisable at $1.07 per share
on February 28, 2008. The exercise price of the warrants is equal to the fair
value of the Company’s stock as of the grant date.  Ms. Kelly does not
have an employment contract with the Company.
 
 Kenneth
G. Carlson
 
 Mr.
Carlson has served as the Company’s Vice President of Sales and Marketing since
August 2005.  During fiscal 2009 Mr. Carlson received monthly salary
of $10,000 from April through October and $8,000 per month for November through
March 2009.   As of March 31, 2009, the Company had accrued
$3,000 of current deferred salary owed to Mr. Carlson as the result of voluntary
salary deferrals.  Mr. Carlson does not work under an employment
contract.  Based on the recommendation of the Compensation Committee
and approval by the Board, Mr. Carlson was granted incentive awards of 65,000
fully vested warrants exercisable at $1.07 per share on February 28, 2008. The
exercise price of the warrants is equal to the fair value of the Company’s stock
as of the grant date.  Mr. Carlson also received compensation in the
form of health care benefits from the Company.
 
 Bret
Bollinger
 
 Mr.
Bollinger became the Company’s Vice President of Operations in February
2008.  Mr. Bollinger currently receives an annual salary of $130,000
per year pursuant to an employment contract.  As of March 31, 2009,
the Company had accrued $3,000 of current deferred salary owed to Mr. Bollinger
as the result of voluntary salary deferral.  Under the terms of his
employment agreement, Mr. Bollinger is eligible for an annual bonus of up to 50%
of his base salary based on goals and objectives met, payable in either cash or
warrants, as determined by the Chief Executive Officer and approved by the Board
of Directors.  As of March 31, 2009, Mr. Bollinger’s annual bonus for
fiscal 2009 had not yet been determined.   Based on the
recommendation of the Compensation Committee and approval by the Board, Mr.
Bollinger was granted incentive awards of 150,000 warrants exercisable at $1.07
per share on February 28, 2008 which vest at a rate of 50,000 upon grant date,
50,000 on February 28, 2009 and 50,000 on February 28, 2010.  The
exercise price of the warrants is equal to the fair value of the Company’s stock
as of the grant date.  Mr. Bollinger also receives compensation in the
form of health care benefits from the Company.
 
  Page
38
  SUMMARY
COMPENSATION TABLE
 
 The table
below summarizes the total compensation paid or earned by the Company’s Chief
Executive Officer, and three other most highly compensated executive officers
for the years ended March 31, 2009 and 2008.
  Name
      and
                                            Principal
      Position
                                          
                                          Fiscal
                                            Year
                                          
                                          
                                          Salary
                                            $
                                          
                                          
                                          Bonus
                                            $
                                          
                                          
                                          Option
      and
                                            Warrant
                                            Awards
                                            $
      (4)
                                          
                                          
                                          All
      Other
                                            Compensation
                                            $
                                          
                                          
                                          Total
                                            $Larry
      Stambaugh, President and
                                            Chief
      Executive Officer
                                          
                                          
                                          2009
                                          
                                          
                                          $
                                          12,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          12,000and
      Chairman (1)
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Peter
      Berry, former President and
                                            Chief
      Executive Officer
                                          
                                          
                                          2009
                                          
                                          
                                          $
                                          237,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          7,040
                                          
                                          
                                          $
                                          244,040and
      Director(2)
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          136,000
                                          
                                          
                                          $
                                          30,000
                                          
                                          
                                          $
                                          47,395
                                          
                                          
                                          $
                                          3,300
                                          
                                          
                                          $
                                          216,695Dee
      S. Kelly,
                                            Vice
      President, Finance (3)
                                          
                                          
                                          2009
                                          
                                          
                                          $
                                          120,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          120,0002008
                                          
                                          
                                          $
                                          106,000
                                          
                                          
                                          $
                                          16,000
                                          
                                          
                                          $
                                          64,639
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          186,639Kenneth
      Carlson,
                                            Vice
      President, Sales
                                          
                                          
                                          2009
                                          
                                          
                                          $
                                          110,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          5,234
                                          
                                          
                                          $
                                          115,234and Marketing(4)
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          106,000
                                          
                                          
                                          $
                                          14,000
                                          
                                          
                                          $
                                          68,877
                                          
                                          
                                          $
                                          4,540
                                          
                                          
                                          $
                                          193,417Bret
      Bollinger,
                                            Vice
      President
                                          
                                          
                                          2009
                                          
                                          
                                          $
                                          130,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          57,398
                                          
                                          
                                          $
                                          6,890
                                          
                                          
                                          $
                                          194,288Operations
      (6)
                                          
                                          
                                          2008
                                          
                                          
                                          $
                                          21,667
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          52,983
                                          
                                          
                                          $
                                          1,196
                                          
                                          
                                          $
                                          75,846
 _____________
  (1)
              Mr.
      Stambaugh’s compensation as President, Chief Executive Officer starting
      March 1, 2009.  Prior to that Mr. Stambaugh was paid for his
      services as Chairman of the Board of Directors which is included in the
      Director compensation table below.(2)
              Mr.
      Berry’s compensation for the year ended March 31, 2009 includes $16,000 he
      received in March 2009 for consulting services performed subsequent to his
      resignation as President and Chief Executive Officer on February 20,
      2009.(3)
              Ms.
      Kelly bills the Company for her earnings as a part-time contract employee
      and deferred approximately $4,000 and $20,000 of her billings during
      fiscal year 2009 and 2008, respectively.(4)
              Reflects
      the dollar amount recognized for financial reporting purposes for the
      years ended March 31, 2009 and 2008, 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
      2008.  Assumptions used in the calculation of these amounts are
      included in Note 12, 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 12 – Stock Options and
      Warrants.(5)
              Salary
      amount for Mr. Carlson includes $3,000 accrued salary as of March 31, 2009
      for a voluntary short-term salary deferral.(6)
              Mr.
      Bollinger became Vice President of Operations in February 2008. At that
      time, he was granted 150,000 warrants of which 50,000 with a fair value of
      $52,983, vested upon issuance. The balance of warrants issued to Mr.
      Bollinger vest 50,000 in February 2009 and 50,000 in February 2010. Mr.
      Bollinger’s Option and Warrant awards for 2009 includes $57,398 related to
      the vesting of options granted in prior years. Salary amount for Mr.
      Bollinger includes $3,000 accrued salary as of March 31, 2009 for a
      voluntary short-term salary
deferral.
 
  Page
39
  
 The All
Other Compensation column in the 2009 Summary Compensation Table consists of the
following:
  Name
      and
                                    Principal
      Position
                                  
                                  Fiscal
      Year
                                  
                                  Perquisites
      and Other Personal Benefits
                                    $
                                  
                                  
                                  Tax
      Reimburse-ments
                                    $
                                  
                                  
                                  Insurance
      Premiums
                                    $
                                  
                                  
                                  Company
                                    Contributions
                                    to
                                    401(k)
      plan
                                    $
      (1)
                                  
                                  
                                  Severance
      Payments/ Accruals
                                    $
                                  
                                  
                                  Change
      in
                                    Control
      Payments
                                    /Accruals
                                    $
                                  
                                  
                                  Total
                                    $Larry
      Stambaugh, President and
                                    Chief
      Executive Officer
                                  
                                  2009
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -and
      Chairman
                                  
                                  2008
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Peter
      Berry, former
                                  
                                  2009
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  7,040
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  7,040Chief
      Executive Officer and Director
                                  
                                  2008
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  3,300
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  3,300Dee
      S. Kelly,
                                  
                                  2009
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Vice
      President, Finance
                                  
                                  2008
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Kenneth
      G. Carlson,
                                  
                                  2009
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  5,234
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  5,234Vice
      President, Sales and Marketing
                                  
                                  2008
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  4,540
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  4,540Bret
      Bollinger,
                                  
                                  2009
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  6,890
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  6,890Vice
      President, Operations
                                  
                                  2008
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,196
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  1,196
 __________________
 (1)
              The
      Company does not currently offer a 401(k) plan due to the low number of
      eligible employees.
    Page
40
  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, 2009.
  Warrant
      and Option AwardsName
                                  
                                  Grant
                                    Date
                                  
                                  Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options
      and Warrants
                                    (#)
                                    Exercisable
                                  
                                  Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options
      and Warrants
                                    (#)
                                    Unexercisable
                                  
                                  Equity
                                    Incentive
                                    Plan Awards
                                    Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Unearned
                                    Options
      and Warrants
                                    (#)
                                  
                                  Exercise
                                    Price
                                    ($)
                                  
                                  Expiration
                                    DateLarry
      Stambaugh
                                  
                                  12/5/08
                                  
                                  -
                                  
                                  -
                                  
                                  500,000
                                  
                                  $0.84
                                  
                                  12/4/18Peter
      Berry
                                  
                                  11/1/02
                                  
                                  500,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.50
                                  
                                  11/1/124/1/03
                                  
                                  250,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.50
                                  
                                  4/1/1311/1/03
                                  
                                  250,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.60
                                  
                                  11/1/138/1/04
                                  
                                  210,970
                                  
                                  -
                                  
                                  -
                                  
                                  $0.04
                                  
                                  8/1/148/27/07
                                  
                                  26,200
                                  
                                  -
                                  
                                  -
                                  
                                  $0.75
                                  
                                  8/27/172/28/08
                                  
                                  26,200
                                  
                                  -
                                  
                                  -
                                  
                                  $1.07
                                  
                                  2/27/18Dee
      S. Kelly
                                  
                                  10/1/03
                                  
                                  75,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.60
                                  
                                  10/1/138/1/04
                                  
                                  36,752
                                  
                                  -
                                  
                                  -
                                  
                                  $0.04
                                  
                                  8/1/148/3/06
                                  
                                  158,500
                                  
                                  -
                                  
                                  -
                                  
                                  $1.00
                                  
                                  8/3/161/3/07
                                  
                                  61,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.28
                                  
                                  1/3/172/28/08
                                  
                                  61,000
                                  
                                  -
                                  
                                  -
                                  
                                  $1.07
                                  
                                  2/27/18Kenneth
      G. Carlson
                                  
                                  8/3/06
                                  
                                  157,000
                                  
                                  -
                                  
                                  -
                                  
                                  $1.00
                                  
                                  8/3/161/3/07
                                  
                                  65,000
                                  
                                  -
                                  
                                  -
                                  
                                  $0.28
                                  
                                  1/3/172/28/08
                                  
                                  65,000
                                  
                                  -
                                  
                                  -
                                  
                                  $1.07
                                  
                                  2/27/18Bret
      Bollinger
                                  
                                  2/28/08
                                  
                                  100,000
                                  
                                  -
                                  
                                  50,000
                                  
                                  $1.07
                                  
                                  2/27/18
  Aggregated
Warrant and Option Exercises in last Fiscal Year and Fiscal Year-End Warrant and
Option Values:
 
 Shares
                                    Acquired
                                    on
                                  
                                  
                                  Value
                                  
                                  
                                  Number
      of Shares Underlying
                                    Unexercised
                                    Warrants
      and Options at
                                    March
      31, 2009
                                  
                                  
                                  Value
      of Unexercised
                                    In-the-Money
                                    Warrants
      and Options at
                                    March
      31, 2009 (1)Name
                                  
                                  Exercise
                                  
                                  
                                  Realized
                                  
                                  
                                  Exercisable
                                  
                                  
                                  Unexercisable
                                  
                                  
                                  Exercisable
                                  
                                  
                                  UnexercisableLarry
      G. Stambaugh
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  500,000
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Peter
      Berry
                                  
                                  
                                  150,022
                                  
                                  
                                  $
                                  135,020
                                  
                                  
                                  
                                  1,263,370
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  135,485
                                  
                                  
                                  
                                  -Dee
      S. Kelly
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  392,252
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  34,236
                                  
                                  
                                  
                                  -Kenneth
      G. Carlson
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  287,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  16,900
                                  
                                  
                                  
                                  -Bret
      Bollinger
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  50,000
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
 _____________________
  (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, 2009 of based on
average selling price of recent unregistered common stock sales of $0.54, less
the applicable exercise price, multiplied by the number of shares acquired on
exercise.
 
 
  Page
41
  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.  The Company began making cash payments to the
directors as approved by the Compensation and Governance Committee in October
2007.  Directors who are also employees do not receive any additional
compensation for services performed as a member of the Company’s Board of
Directors or any committees thereof.  Non-employee directors other
than the Chairman of the Board receive an annual cash retainer fee of $12,700,
payable in quarterly installments of $3,175 each.  Non-employee
directors each receive meeting fees of $1,000 for scheduled quarterly board
meetings, $500 for special board meetings and $1,000 for shareholder meetings,
if any.  Committee members receive fees of $1,000 for audit committee
meetings, and $900 for compensation committee meetings. Certain Board positions
receive additional quarterly retainer fees as follows: Compensation Committee
Chairman $1,250, Board Vice Chairman $1,275, Chairman of the Audit Committee
$1,850 and Board Secretary $1,600. The Chairman of the Board position received
all inclusive monthly fees of $12,000 until he was also elected as President and
Chief Executive Officer in February 2009 at which time these fees became
executive compensation as discussed above.  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.
  Director
Compensation Table
  The
following table sets forth the director compensation of the non-employee
directors of the Company during the year ended March 31, 2009.
  Director
                        
                        Fees
      Earned
                          or
      Paid in
                          Cash
                          ($)(1)
                        
                        
                        Stock
                          Awards
                          ($)(2)
                        
                        
                        Warrant
      and
                          Option
                          Awards
                          ($)(2)
                        
                        
                        Total
                          ($)Larry
      G. Stambaugh (7)
                        
                        $
                        36,000
                        
                        
                        
                        —
                        
                        
                        $
                        28,895
                        
                        
                        $
                        64,895Gary
      C. Cannon (3)
                        
                        $
                        26,850
                        
                        
                        
                        —
                        
                        
                        $
                        21,459
                        
                        
                        $
                        48,309Thomas
      Fischer (4)
                        
                        $
                        32,550
                        
                        
                        
                        —
                        
                        
                        $
                        26,408
                        
                        
                        $
                        58,958Adam
      M. Michelin (5)
                        
                        $
                        27,600
                        
                        
                        
                        —
                        
                        
                        $
                        22,140
                        
                        
                        $
                        49,740Stephen
      L. Scott (6)
                        
                        $
                        14,775
                        
                        
                        
                        —
                        
                        
                        $
                        3,417
                        
                        
                        $
                        18,192
 ___________________
  (1)
              Fees
      Paid in Cash as shown in this schedule represent payments and accruals for
      directors’ services earned for the period of April 1, 2008 through March
      31, 2009.
  (2)
              Reflects
      the dollar amount recognized for financial reporting purposes for the year
      ended March 31, 2009, in accordance with SFAS 123(R) of warrant and stock
      option awards pursuant to the 2002 Stock Option Plan, and thus includes
      amounts from the vesting of awards granted in and prior to
      2009.  Assumptions used in the calculation of these amounts are
      included in Note 11, Stock Options and Warrants.  All stock
      warrants were granted at or higher than the closing market price of the
      Company’s stock on the date of
grant.
  (3)
              Mr.
      Cannon was granted 59,200 fully vested warrants with an average exercise
      price of $0.57 during the year ended March 31, 2009 for his services as a
      director, Corporate Secretary, and member of the Compensation and
      Governance Committee.  Mr. Cannon serves as General Counsel for
      the Company pursuant to a retainer arrangement.  For the year
      ended March 31, 2009 he was paid a total of $108,050 for retainer and out
      of pocket fees.  Mr. Cannon was also granted additional 36000
      fully vested warrants with an average exercise price of $0.82 and combined
      Black Scholes valuation of $24,206 as of grant dates, for his legal
      services during the year ended March 31, 2009 as General Counsel for the
      company (See Note 13 of the accompanying consolidated financial
      statements).
   Page
42
  
 (4)
              Mr.
      Fischer was granted 59,200 fully vested warrants with an average exercise
      price of $0.57 during the year ended March 31, 2009 for his for his
      service as a director, Vice-Chairman, Chairman of the Compensation and
      Governance Committee and member of the Audit
  Committee.
  (5)
              Mr.
      Michelin was granted 49,740 fully vested warrants with an average exercise
      price of $0.58 during the year ended March 31, 2009 for his for his
      service as a director and Chairman of the Audit
  Committee.
  (6)
              Prior
      to his resignation from the Board on November 7, 2008, Mr. Scott was
      granted 18,192 fully vested warrants with an average exercise price of
      $0.84 during the year ended March 31, 2009 for his for his service as a
      director and member of the Audit
Committee.
  (7)
              Mr.
      Stambaugh was elected on December 10, 2008 as Chairman of the Board for a
      monthly fee of $12,000.  Amounts in this Board Compensation
      table represent amounts paid to Mr. Stambaugh in his capacity as Chairman
      of the Board until February 20, 2009 when he was also elected to serve the
      positions of President and Chief Executive Officer.  On December 10,
      2009 Mr. Stambaugh was granted incentive awards of 500,000 warrants
      exercisable at $0.84 per share which vest over a three year period from
      inception date in equal proportion.
 
  Employment
Contracts:
  Prior to
his voluntary resignation on February 20, 2009, Mr. Berry was 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 Executive Officer.  Based on the recommendations of the
Compensation Committee, in December 2005, December 2006, November 2007 and again
in December 2008, 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’s current annual salary is $192,000 and he is eligible for an annual cash
bonus of up to 40% of his base salary, based on goals and objectives met as
recommended by the Compensation Committee and approved by the full Board of
Directors.  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
and converted into a note payable during fiscal 2007.  Mr. Berry’s
bonuses earned for the years ended March 31, 2009 and 2007 based on the terms of
the agreement were approved by the Board for $30,000 each year. Starting March
1, 2009, Peter Berry entered into a Consulting Agreement to provide advisory
services to the Company for the period of March 1, 2009 through January 1,
2010.  The compensation for Mr. Berry’s services under this agreement
was set for $16,000 for the month of March 2009 and $28,890 for each month
thereafter until expiration of the contract.
 
 Bret
Bollinger is subject to an employment agreement which became effective February
1, 2008 pursuant to which he is employed as the Company’s Vice President of
Operations.  Under the terms of his employment agreement, as approved
by the Compensation Committee, Mr. Bollinger’s current annual salary is $130,000
and he is eligible for an annual cash bonus of up to 30% to 50% of his base
salary based on targeted goals and objectives met, payable in either cash or
warrants, as determined by the Chief Executive Officer and approved by the Board
of Directors. Based on the recommendation of the Compensation Committee and
approval by the Board, Mr. Bollinger was granted incentive awards of 150,000
warrants exercisable at $1.07 per share on February 28, 2009 which vest at a
rate of 50,000 upon grant date, 50,000 on February 28, 2009 and 50,000 on
February 28, 2010.  The exercise price of the warrants is equal to the
fair value of the Company stock as of the grant date. In the event that the
Company terminates Mr. Bollinger’s employment without “cause”, as defined in the
Agreement, then upon such termination, the Company is obligated to pay to Mr.
Bollinger as severance an amount equal to six months of his then current base
salary.
  Page
43
  
 The
Company has no other employment agreements.
  Potential
Payments On Termination Or Change In Control:
 
 Pursuant
to the terms of Mr. Bollinger’s employment agreement, in the event that the
Company terminates Mr. Bollinger’s employment without “cause” or for change in
control of the leadership of the Company as defined by the agreement, as defined
in the Agreement, then upon such termination, the Company is obligated to pay to
Mr. Bollinger as severance an amount equal to six months of his current base
salary.  Aside from Mr. Bollinger’s employment contracts 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. During fiscal 2009, the Company issued 82,693 shares of
common stock resulting from exercises of stock options issued pursuant to the
2002 Plan at an average price of $0.04 per share for proceeds of $3,307 and
issued 150,022 shares of common stock from the cashless exercises of a total of
157,000 stock options issued pursuant to the 2002 Plan.
 
 In May
2009, the Company issued 110,345 shares of common stock from exercises of a
total of 119,000 cashless stock options issued
pursuant to the 2002 Plan.  No other restricted shares have been
granted pursuant to the 2002 Plan as of June 27, 2009.
  The
following table sets forth certain information as of March 31, 2009 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:
 
 (a)
                                          
                                          
                                          (b)
                                          
                                          
                                          (c)Plan
      Category
                                          
                                          Number of Securities
      to be Issued Upon the Exercise of Outstanding Options
                                          
                                          
                                          Weighted-Average
      Exercise Price of Outstanding Options
                                          
                                          
                                          Available
      for Future Issuance Under Equity Compensation Plans (Excluding Securities
      Reflected in Column (a))Equity
      compensation plans approved by stockholders
                                          
                                          
                                          2,198,920
                                          
                                          
                                          
                                          $0.49
                                          
                                          
                                          
                                          2,511,387Equity
      compensation plans not approved by stockholders
                                          
                                          
                                          N/A
                                          
                                          
                                          
                                          N/A
                                          
                                          
                                          
                                          N/A2,198,920
                                          
                                          
                                          
                                          $0.49
                                          
                                          
                                          
                                          2,511,387
 
 
  Page
44
  ITEM
12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
 
 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 27, 2009, 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 27,
2009, there were 43,913,830 shares of common stock
outstanding.  Unless otherwise indicated, the address of each
beneficial owner listed below is c/o CryoPort, Inc., 20382 Barents Sea Circle,
Lake Forest, California 92821.
 
 The
following table gives effect to the shares of common stock issuable within 60
days of  June 22, 2009, 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
      OwnedExecutive
      Officers and Directors:Peter
      Berry
                                          
                                          1,344,715
                                          (1)
                                          
                                          1.4%Larry
      G. Stambaugh
                                          
                                          125,000
                                          (1)
                                          
                                          0.1%Dee
      S. Kelly
                                          
                                          443,252
                                          (1)
                                          
                                          0.5%Kenneth
      G. Carlson
                                          
                                          287,000
                                          (1)
                                          
                                          0.3%Gary
      C. Cannon
                                          
                                          322,750
                                          (1)
                                          
                                          0.3%Adam
      M.  Michelin
                                          
                                          243,500
                                          (1)
                                          
                                          0.3%Thomas
      S. Fischer, PhD
                                          
                                          249,700
                                          (1)
                                          
                                          0.3%Stephen
      L. Scott
                                          
                                          134,531
                                          (1)
                                          
                                          0.1%Bret
      Bollinger
                                          
                                          100,000
                                          (1)
                                          
                                          0.2%Carlton
      M. Johnson
                                          
                                          -
                                          
                                          
                                          -All
      directors and named executive officers as a group (10
    persons)
                                          
                                          3,312,678
                                          
                                          
                                          3.5%Beneficial
      Owner
                                          
                                          Number
      of Shares
                                            Beneficially
      Owned
                                          
                                          Percentage
      of Shares
                                            Beneficially Owned(3)Other
      Stockholders:BridgePointe
      Master Fund, Ltd.
                                          
                                          17,789,834
                                          (1) (2)
                                          
                                          4.9%Enable
      Growth Partners LP
                                          
                                          15,782,810
                                          (1) (2)
                                          
                                          4.9%
 
 (1)
              Includes
      shares which individuals shown above have the right to acquire as of June
      27, 2009, or within 60 days thereafter, pursuant to outstanding stock
      options and/or warrants as follows:  Mr. Stambaugh – 125,000;
      Mr. Berry - 1,144,370 shares;; Ms. Kelly -443,252 shares; Mr. Carlson –
      287,000 shares; Mr. Cannon – 322,750 shares; Mr. Michelin – 243,500
      shares; Mr. Fischer – 249,700 shares;  Mr. Scott – 134,550
      shares; Mr. Bollinger – 162,200 shares; BridgePointe Master Fund, Ltd –
      11,039,621 shares and Enable Growth Partners LP – 9,884,576
      shares.
 
 (2)
              Includes
      shares which individuals shown above have the right to acquire as of March
      31, 2009, or within 60 days thereafter, pursuant to outstanding
      convertible debentures as follows:  BridgePointe Master Fund,
      Ltd – 6,289,295 shares and Enable Growth Partners LP – 4,510,213
      shares.
 
 (3)
              The
      number and percentage of shares beneficially owned is determined in
      accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
      information is not necessarily indicative of beneficial ownership for any
      other purpose. Under such rule, beneficial ownership includes any shares
      as to which the selling stockholder has sole or shared voting power or
      investment power and also any shares, which the selling stockholder has
      the right to acquire within 60 days.  Nevertheless, for purposes
      of this table only for each selling stockholder does not give effect to
      the 4.9% limitation on the number of shares that may be held by each
      stockholder as agreed to in the warrant held by each selling stockholder
      which limitation is subject to waiver by the holder upon 61 days prior
      written notice to us (subject to a further non-waivable limitation of
      9.8%)
  
  Page
45
  ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
 
 In August
2006, Peter Berry, the Company’s former Chief Executive Officer, agreed to
convert his deferred salaries to a long-term note payable. Under the terms of
this note, the Company began to make monthly payments of $3,000 to Mr. Berry in
January 2007. In January 2008, these monthly payments increased to $6,000 and
will 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 began
to accrue on January 1, 2008.  As of March 31, 2009 and 2008, the
total amount of deferred salaries and accrued interest under this arrangement
was $157,688 and $201,115, respectively, of which $67,688 and $129,115,
respectively is recorded as a long-term liability in the accompanying
consolidated balance sheets.  Interest expense related to this note
was $10,573 and $3,165, respectively for the years ended March 31, 2009 and
2008.  Accrued interest related to this note payable amounted to
$13,738 and $3,165 at March 31, 2009 and 2008, respectively, and is included in
the note payable to officer in the accompanying consolidated balance sheets. In
January 2009, Mr. Berry agreed to defer the monthly payments of the note due
from January 31, 2009 through June 30, 2009. As of March 1, 2009 these unpaid
payments totaled $18,000 and are included in the current liability portion of
the note payable in the accompanying consolidated balance sheet. (see Note 9 of
the accompanying consolidated financial statements).  Mr. Berry
resigned his position as Chief Executive Officer in February 2009, however
remains a director on the Board and continues to work as a consultant for the
Company. Starting March 1, 2009, Peter Berry entered into a Consulting Agreement
to provide advisory services to the Company for the period of March 1, 2009
through January 1, 2010.  The compensation for Mr. Berry’s services
under this agreement was set for $16,000 for the month of March 2009 and $28,890
for each month thereafter until expiration of the contract.
 
 
 Since
June 2005, the Company has retained the legal services of Gary C. Cannon,
Attorney at Law, for a monthly retainer fee.  From June 2005 to May
2009, Mr. Cannon also served as the Company’s Secretary and a member of the
Company’s Board of Directors.  Mr. Cannon continues to serve as
Corporate Legal Counsel for the Company and serves as a member of the Advisory
Board. In December 2007, Mr. Cannon’s monthly retainer for legal services was
increased from $6,500 per month to $9,000 per month.  During the years
ended March 31, 2009 and 2008, the total amount expensed by the Company for
retainer fees and out of pocket expenses was $108,050 and $88,248,
respectively.  From October 2008 through March 31, 2009 Mr. Cannon
agreed to defer a portion of his monthly payments and as of March 31, 2009 a
total of $15,000 had been deferred is included in accounts payable in the
accompanying consolidated balance sheet.  Additionally, during the
years ended March 31, 2009 and 2008, the Company expensed board fees for Mr.
Cannon totaling $24,000 and $12,650, respectively and at March 31, 2009 $15,000
of deferred board fees was included in accrued expenses.  During
fiscal year 2009 Mr. Cannon was granted a total of 95,150 warrants with an
average exercise price of $0.67 per share, and 72,800 warrants with an average
exercise price of $0.93 during fiscal 2008. All warrants granted to Mr. Cannon
were issued with an exercise price of greater than or equal to the fair value of
the Company’s shares on the grant date.
 
 As of
March 31, 2009 and 2008, the Company had aggregate principal balances of
$1,129,500 and $1,249,500, 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
commenced April 1, 2006 of $2,500, and which increased by an aggregate of $2,500
every six months to the current maximum aggregate payment 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 $71,646 and $78,243 for the years ended March 31, 2009 and
2008, respectively.  Accrued interest, which is included in related
party notes payable in the accompanying consolidated balance sheets, related to
these notes amounted to $554,260 and $482,584 as of March 31, 2009 and 2008,
respectively.  As of March 31, 2009, the Company had not made the
required payments under the related party notes which were due on January 1,
February 1, and March 1, 2009.  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, 2009, May 30, 2009, and June
26, 2009, 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 (see Note 13 of the accompanying consolidated financial
statements).
 
  Page
46
  ITEM
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 The Audit
Committee which is currently composed of two 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, 2009.  KMJ
Corbin & Company LLP previously audited the Company’s financial statements
during the fiscal year ended March 31, 2008.
 
 Audit,
Audit Related, Tax and Non-Audit Fees:
 
 Aggregate
fees for professional services rendered to the Company by KMJ Corbin &
Company LLP for the years ended March 31, 2009 and 2008 were as
follows:
 
 Services
      Provided
                              
                              2009
                              
                              
                              2008Audit
      Fees
                              
                              $
                              90,645
                              
                              
                              $
                              70,360Audit
      Related Fees
                              
                              
                              8,030
                              
                              
                              
                              15,700Tax
      Fees
                              
                              
                              6,330
                              
                              
                              
                              8,520All
      Other Fees
                              
                              
                              -
                              
                              
                              
                              -Total
                              
                              $
                              105,005
                              
                              
                              $
                              94,580
 
 Audit
Fees.  The aggregate fees billed for the years ended March 31, 2009
and 2008 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.  Audit related fees for the year ended March 31, 2009
were incurred as a result of the Company’s S-1 and S-8 filings.  There
were no fees billed for the year ended March 31, 2008 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, 2009
and 2008 for professional services related to tax compliance, tax advice and tax
planning.
 
 All Other
Fees.  There were no other fees billed for the years ended March 31,
2009 and 2008 other than the services described above.
 
 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.
  Page
47
  
 PART
IV
 
 ITEM
15.      EXHIBITS AND FINANCIAL
STATEMENTS
 
 (a)
              1.
              Financial
      StatementsThe
      Consolidated Financial Statements and Report of Independent Registered
      Public Accounting Firm are included in Exhibit 13.1 and are incorporated
      herein by reference pursuant to Item 8 of this Annual Report on Form
      10-K.
 
 Index
      to Financial Statements
 
 Page
      in
                Exhibit 13.1Report
      of Independent Registered Public Accounting Firm
              F-1Consolidated
      Balance Sheets at March 31, 2009 and 2008
              F-2Consolidated
      Statements of Operations for each of the twoyears
      in the period ended March 31, 2009
              F-3Consolidated
      Statements of Stockholders’Deficit
      for each of the two years in theperiod
      ended March 31, 2009
              F-4Consolidated
      Statements of Cash Flows for each of the twoyears
      in the period ended March 31, 2009
              F-5Notes
      to Consolidated Financial Statements
              F-72.
              Financial
      Statement SchedulesAll
      financial statement schedules are omitted because they were not required
      or the required information is included in the Consolidated Financial
      Statements and the related Notes thereto located in Exhibit
      13.1.3.
              Exhibit
      IndexSee
      Exhibit Index on page 64 of this Annual Report on Form
    10-K.(b)
              ExhibitsSee
      Exhibit Index on page 64 of this Annual Report on Form
10-K(c)
              Financial
      Statement SchedulesSee
      (a)(2) above.
  Page
48
  
  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 1, 2009
                  By:/s/ Larry G. StambaughLarry
      G. StambaughPresident
      and Chief Executive OfficerDated:
      July 1, 2009
                  By:
      /s/ Dee S.
      KellyDee
      S. KellyChief
      Financial Officer, V.P. 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/
      Larry G. Stambaugh
              
              Chairman
      of the Board, President, Chief Executive Officer
              
              July
      1, 2009Larry
      G. Stambaugh/s/
      Thomas Fischer
              
              Vice
      Chairman of the Board of Directors
              
              July
      1, 2009Thomas
      Fischer, PhD/s/
      Carlton M. Johnson
              
              Secretary
      and Director
              
              July
      1, 2009Carlton
      M. Johnson/s/
      Adam M. Michelin
              
              Director
              
              July
      1, 2009Adam
      M. Michelin/s/
      Peter Berry
              
              Director
              
              July
      1, 2009Peter
      Berry
 
   Page
49
  
  Item
15(a)3                                                                Exhibit
Index
  Exhibits
32.1 and 32.2 are furnished herewith and should not be deemed to be “filed under
the Securities Exchange Act of 1934.”
 
 Exhibit
                Number
              Document3.1
              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, 2005.3.4.1
              Amended
      and Restated Articles of Incorporation dated October 19,
    2008.3.5
              Amended
      and Restated By-Laws of CryoPort, Inc. adopted by the Board of Directors
      on June 22, 2005.3.6
              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.
  Page
50
  
 3.17.5
                  CryoPort
      Systems, Inc. Trademark #7,586,797,8 information sheet and Assignment to
      CryoPort Systems, Inc. document.3.17.6
                  CryoPort
      Systems, Inc. Trademark #7,748,667,3.3.17.7
                  CryoPort
      Systems, Inc. Trademark #7,737,454,1.4.1
                  Form
      of Debenture – Original Issue Discount 8% Secured Convertible Debenture
      dated September 28, 2007.4.1.1
                  Amendment
      to Convertible Debenture dated February 19, 2008.4.1.2
                  Amendment
      to Convertible Debenture dated April 30, 2008.4.1.2.1
                  Annex
      to Amendment to Convertible Debenture dated April 30,
  2008.4.1.3
                  Amendment
      to Convertible Debenture dated August 29, 2008.4.1.4
                  Amendment
      to Convertible Debenture effective January 27, 2008 and dated February 20,
      2009.4.2
                  Form
      of Common Stock Purchase Warrant dated September 28,
  2007.4.3
                  Original
      Issue Discount 8% Secured Convertible Debenture dated May 30,
      2008.4.4
                  Common
      Stock Purchase Warrant dated May 30,
2008.
 
 4.5
              Common
      Stock Purchase Warrant dated May 30, 2008.10.1
              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, 2005.10.18
              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, 2006.10.2
              Letter
      of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity Sourcing
      Group.10.2.1
              Corrected
      Letter of Intent dated January 3, 2007, by CryoPort, Inc. and Commodity
      Sourcing Group.10.3
              Business
      Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and American
      Biologistics Company LLC.10.3.1
              Corrected
      Business Alliance Agreement dated April 27, 2007, by CryoPort, Inc. and
      American Biologistics Company LLC.10.4
              Consultant
      Agreement dated April 18, 2007 between CryoPort, Inc. and Malone and
      Associates, LLC.
   Page
51
  
 10.5
              Lease
      Agreement dated July 2, 2007 between CryoPort, Inc. and Viking Investors –
      Barents Sea LLC.10.6
              Securities
      Purchase Agreement dated September 27, 2007.10.7
              Registration
      Rights Agreement dated September 27, 2007.10.8
              Security
      Agreement dated September 27, 2007.10.9
              Sitelet
      Agreement between FedEx Corporate Services, Inc. and CryoPort Systems,
      Inc. dated January 23, 2008.10.10
              Securities
      Purchase Agreement dated May 30, 2008.10.11
              Registration
      Rights Agreement dated May 30, 2008.10.12
              Waiver
      dated May 30, 200810.13
              Security
      Agreement dated May 30, 2008.10.14
              Termination
      of Services Letter to First Capital Investors dated August 3,
      2007.10.15
              Board
      of Directors Agreement between Larry G. Stambaugh and CryoPort, Inc. dated
      December 10, 2008.*10.16
              Rental  Agreement
      with FedEx Corporate Services and CryoPort, Systems Inc. dated May 15,
      2009 (the Company has filed a Confidential Treatment Request under Rule
      24b-5 of the Securities Exchange Act of 1934, for parts of this
      document).17.1
              Resignation
      Letter from Stephen Scott dated November 7, 2008.*17.2
              Resignation
      Letter from Peter Berry dated February 20, 2009.*17.3
              Resignation
      Letter from Gary C. Cannon dated May 4, 2008.*13.1
              Consolidated
      Financial Statements and related Notes thereto.*23.1
              Consent
      of Independent Registered Public Accounting Firm - KMJ Corbin &
      Company LLP.*31.1
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive
    Officer*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
 
  Page
52
  
  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 shares
      Incorporated by reference to the Company’s Registration Statement on Form
      10-SB/A4 dated February 23, 2006.3.4
                Amendment
      of Articles of Incorporation of 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, 2006.3.4.1
                Amended
      and Restated Articles of Incorporation, Incorporated by reference to the
      Company’s Current Report on Form 8-K dated October 19,
    2007.3.5
                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 Specimen Incorporated 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 Officers Incorporated by reference to the Company’s
      Registration Statement on Form 10-SB/A4 dated February 23,
      2006.3.11
                Statement
      of Policy on Insider Trading Incorporated by reference to the Company’s
      Registration Statement on Form 10-SB/A4 dated February 23,
      2006.3.12
                CryoPort,
      Inc. Audit Committee Charter Incorporated 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 Plan Incorporated by reference to the
      Company’s Registration Statement on Form 10-SB/A4 dated February 23,
      2006.3.14
                Stock
      Option Agreement ISO – Specimen Incorporated by reference to the Company’s
      Registration Statement on Form 10-SB/A4 dated February 23,
      2006.3.15
                Stock
      Option Agreement NSO –Specimen Incorporated by reference to the Company’s
      Registration Statement on Form 10-SB/A4 dated February 23,
      2006.3.16
                Warrant
      Agreement – Specimen Incorporated 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 #6,467,642 On File with
  Company
  Page
53
  
 3.17.2
                  CryoPort
      Systems, Inc. Patent #6,119,465 On File with Company3.17.3
                  CryoPort
      Systems, Inc. Patent #6,539,726 On File with Company3.17.4
                  CryoPort
      Systems, Inc. Trademark  #7,583,478,7 On File with
      Company3.17.5
                  CryoPort
      Systems, Inc. Trademark #7,586,797,8 On File with
  Company3.17.6
                  CryoPort
      Systems, Inc. Trademark #7,748,667,3 incorporated by reference to the
      Company's Form 10-Q dated December 31, 20083.17.7
                  CryoPort
      Systems, Inc. Trademark #7,737,454,1 filed herewith.4.1
                  Form
      of Debenture – Original Issue Discount 8% Secured Convertible Debenture
      dated September 28, 2007. Incorporated by reference to the Company’s
      Registration Statement on Form SB-2 dated November 9,
  2007.4.1.1
                  Amendment
      to Convertible Debenture dated February 19, 2008. Incorporated by
      reference to the Company’s Current Statement on Form 8-K dated March 7,
      2008.4.1.2
                  Amendment
      to Convertible Debenture dated April 30, 2008. Incorporated by reference
      to the Company’s Current Statement on Form 8-K dated April 30,
      2008.4.1.2.1
                  Annex
      to Amendment to Convertible Debenture dated April 30, 2008. Incorporated
      by reference to the Company’s Current Statement on Form 8-K dated April
      30, 2008.4.1.3
                  Amendment
      to Convertible Debenture dated August 29, 2008. Incorporated by reference
      to the Company’s Current Statement on Form 8-K dated September 3,
      2008.4.1.4
                  Amendment
      to Convertible Debenture effective January 27, 2009 and dated February 20,
      2009. Incorporated by reference to the Company’s Current Statement on Form
      8-K dated February 25, 2009.4.2
                  Form
      of Common Stock Purchase Warrant dated September 28, 2007. Incorporated by
      reference to the Company’s Registration Statement on Form SB-2 dated
      November 9, 2007.4.3
                  Original
      Issue Discount 8% Secured Convertible Debenture dated May 30, 2008.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated June 9, 2008.4.4
                  Common
      Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to
      the Company’s Current Report on Form 8-K dated June 9,
  20084.5
                  Common
      Stock Purchase Warrant dated May 30, 2008. Incorporated by reference to
      the Company’s Current Report on Form 8-K dated June 9,
    2008.10.1
                  Contracts
  10.1.1
              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. Petreccia Incorporated 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. Dell Incorporated by
      reference to the Company’s Registration Statement on Form 10-SB/A4 dated
      February 23, 2006.
  Page
54
  
 10.1.4
              Commercial
      Promissory Notes between CryoPort, Inc. and M. Grossman Incorporated 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. Mullens Incorporated 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. Takahashi Incorporated 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, 2006.10.1.9
              Secured
      Promissory Note and Loan Agreement between Ventana Group, LLC and
      CryoPort, Inc. dated May 12, 2006 Incorporated 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
      Group Incorporated 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 Group Incorporated 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 LLC Incorporated 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 LLC Incorporated by reference to the
      Company’s Current Report on Form 8-K/A dated May 2,
  2007.10.4
              Lease
      Agreement dated July 2, 2007 between CryoPort, Inc. and Viking Investors –
      Barents Sea LLC. Incorporated by reference to the Company’s Quarterly
      Report on Form 10-QSB for the quarter ended September 30,
      2007.
 
 10.5
              Consultant
      Agreement dated April 18, 2007 between CryoPort, Inc. and Malone and
      Associates, LLC. Incorporated by reference to the Company’s Quarterly
      Report on Form 10-QSB for the quarter ended September 30,
      2007.10.6
              Securities
      Purchase Agreement dated September 27, 2007. Incorporated by reference to
      the Company’s Registration Statement on Form SB-2 dated November 9,
      2007.10.7
              Registration
      Rights Agreement dated September 27, 2007. Incorporated by reference to
      the Company’s Registration Statement on Form SB-2 dated November 9,
      2007.10.8
              Security
      Agreement dated September 27, 2007. Incorporated by reference to the
      Company’s Registration Statement on Form SB-2 dated November 9,
      2007.10.9
              Sitelet
      Agreement between FedEx Corporate Services, Inc. and CryoPort Systems,
      Inc. dated January 23, 2008. Incorporated by reference to the Company’s
      Current Report on Form 8-K dated February 1, 2008.10.10
              Securities
      Purchase Agreement dated May 30, 2008. Incorporated by reference to the
      Company’s Current Report on Form 8-K dated June 9,
2008.10.11
              Registration
      Rights Agreement dated May 30, 2008. Incorporated by reference to the
      Company’s Current Report on Form 8-K dated June 9,
2008.10.12
              Waiver
      dated May 30, 2008. Incorporated by reference to the Company’s Current
      Report on Form 8-K dated June 9, 2008.10.13
              Security
      Agreement dated May 30, 2008. Incorporated by reference to the Company’s
      Current Report on Form 8-K dated June 9,
2008.
  Page
55
  
 10.14
              Termination
      of Services Letter to First Capital Investors dated August 3, 2007.
      Incorporated by reference to the Company’s Current Report on Form 8-K
      dated August 3, 2008.10.15
              Board
      of Directors Agreement between Larry G. Stambaugh and CryoPort, Inc. dated
      December 10, 2008. Incorporated by reference to the Company’s Current
      Report on Form 8-K dated January 8, 2009.10.16
              Rental
      Agreement with FedEx Corporate Services and CryoPort, Systems Inc. dated
      May 15, 2009 (the Company has filed a Confidential Treatment Request under
      Rule 24b-5, of the Security Exchange Act of 1933, for parts of this
      document). Filed Herewith.13.1
              Consolidated
      Financial Statements and Notes thereto for the periods ended March 31,
      2008 and 2007. Filed Herewith.17.1
              Resignation
      Letter from Stephen Scott dated November 7, 2008. Incorporated by
      reference to the Company’s Current Report on Form 8-K dated November 12,
      2008.17.2
              Resignation
      Letter from Peter Berry dated February 20, 2009. Filed
      Herewith.17.3
              Resignation
      Letter from Gary C. Cannon dated May 4, 2008. Filed
    Herewith.23.1
              Consent
      of Independent Registered Public Accounting Firm - KMJ Corbin &
      Company LLP. Filed Herewith.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