SecProbe.io

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MAIL STOP 3561

      	May 25, 2006

James G. Reindl, Chief Executive Officer
Techprecision Corporation
One Bella Drive
Westmenster, MA

Re:   Techprecision Corporation
    Form SB-2 filed April 24, 2006
	File No. 333-133509

Dear Mr. Reindl:

	We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. There are 9,967,000 shares of common stock of the registrant
currently outstanding, and at least 19,039,250 shares or 191% of
which are being offered in this registration statement for resale.
Generally, we view resale transactions by parties related to the
issuer of this amount as, in essence, an offering by or on behalf
of
the issuer for purposes of Rule 415(a)(4) of Regulation C under
the
Securities Act.  For these sales to occur "at the market," the
provisions of Rule 415(a)(4) must be satisfied.  As your offering
does not appear to meet these provisions, an "at the market"
offering
by these selling shareholders is not permissible.  As a result,
you
should set a fixed price for the duration of the offering at which
selling security holders will offer and sell the common stock in
the
proposed offering.  Revise your registration statement, wherever
appropriate, to provide that the selling shareholders will sell at
a
fixed price per share.  Also, provide the disclosure required by
Item
505 of Regulation S-B.  Lastly, revise the cover page and the plan
of
distribution section to clearly state that the selling
shareholders
are underwriters.
2. Please provide the disclosure required by Item 510 of
Regulation
S-B.

Registration Statement Fee Table
3. Please explain the basis for the calculation of the offering
price.  Please revise the calculation based upon the offering
price,
since you indicate you calculated the fee pursuant to Rule 457(a)
of
Regulation C.  Furthermore, explain the reference to "no value
being
attributable to the warrants" in footnote one.

Cover Page
4. Highlight the cross-reference to the risk factors by prominent
type or in another manner.  See Item 501(a)(5) of Regulation S-B.
5. If the prospectus will be used before the effective date of the
registration statement, provide in a prominent statement on the
cover
page the information that Item 501(a)(10) of Regulation S-B
requires.
6. The forepart of the prospectus should not include cross-
references
unless specifically required by the Form.  Therefore, please
remove
the cross-references to the Selling Shareholders and Plan of
Distribution sections.

Inside Front and Outside Back Cover Page
7. Please include the dealer prospectus delivery obligation
required
by Item 502(b) of Regulation S-B.

Prospectus Summary - About Us, page 3
8. Please clearly disclose the business activities of the company
prior to the acquisition of Ranor Inc. in February 2006, i.e. as a
blank check company.
9. We note that the conversion of the preferred stock issued to
Barron Partners LP is subject to adjustment.  Please clarify the
terms of the adjustment.  We may have further comment.
10. Please clarify who purchased the 928,000 shares of common
stock
from Capital Markets Advisory Board Group LLC.  Also, disclose the
control person(s) for Capital Markets Advisory Board.

Risk Factors, page 7
11. Many of your risk factor subheadings currently either merely
state a fact about your business, such as "We may require
additional
financing for our operations" and "as a result of the reverse
acquisition, our expenses will increase significantly."  Revise
each
subheading to ensure it reflects the material risk that you
discuss
in the text.
12. The discussion in risk factor four relating to your dependence
on
a few material customers should be a separate risk factor.
13. Risk factor six, discussing competition, is a generic risk.
Please revise to discuss the specific risk or remove.  Also, risk
factors 19, 21, and 22 are generic risks.
14. Risk factors one and ten discuss the same risk, the need for
additional capital, and should be combined.  Risk factors 15 and
16,
risk factors seven and 23, and risk factors 20 and 24 also discuss
the same risk and should be combined.
15. Please provide more specificity in risk factor 17 regarding
the
provisions that you are not subject to that result in leaving
shareholders without protections against interested director
transactions, conflicts of interest and similar matters.
16. We note risk factor 18, relating to internal controls.  Please
clarify in the risk factor whether you are aware of anything that
would impact the ability to maintain effective internal controls.
If
not, please explain the reason for the risk factor.
17. You have stated in risk factor 14 that your "board of
directors
has and in the future may, without stockholder approval, issue
preferred stock with voting, dividend, conversion, liquidation or
other rights which could adversely affect the voting power and
equity
interest of the holders of common stock."  Please discuss the need
for the affirmative approval of the Holders of 75% of the shares
of
the Series A Preferred Stock for certain actions.

Use of Proceeds, page 14
18. Please disclose the present exercise price for the warrants
and
explain how this price may change.
19. Please clarify that there is no guarantee any or all of the
warrants will be exercised.
20. Consider adding disclosure regarding the significant dilution
that will result from the conversion of the preferred stock and
the
warrants.

Selling Securityholders, page 14
21. Please state any position, office or other material
relationship
which the selling security holder has had within the past three
years
with the company, its predecessors or affiliates.  See Item 507 of
Regulation S-B.  It appears Mr. Allen was an officer of the
company.
22. Disclose the "nominal" consideration that the registrant
received
for the 2005 purchase of its stock by Mark Allen and Capital
Markets.
Describe any services and quantify any cash.
23. We note the disclosure that the 4.9% limitation cannot be
modified.  Please provide a legal analysis as to the
enforceability
of this provision.
24. Please disclose whether any of the selling shareholders are
broker-dealers or affiliates of broker-dealers.

Plan of Distribution, page 16
25. We note your discussion of selling shareholders relying upon
Rule
144.  Please revise the disclosure to discuss the Ken Worm letter
and
the impact that letter would have upon certain selling
shareholders.
26. Please disclose how you plan to update the prospectus to
provide
information relating to broker-dealers acting as underwriters that
will participate in the sales by the selling shareholders.

Market for Common Equity and Related Stockholder Matters, page 18
27. Please provide the disclosure required by Item 201(a)(2) of
Regulation S-B.
28. Please update the equity compensation table as of the most
recent
practicable date.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 19
29. The Management`s Discussion and Analysis ("MD&A") section is
one
of the most critical aspects of Form SB-2.  As such, we ask that
you
revise this section to add an executive overview to discuss the
events, trends, and uncertainties that management views as most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations.  In an effort to
assist
you in this regard, please refer to the Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.   This guidance is
intended to elicit more meaningful disclosure in MD&A in a number
of
areas, including the overall presentation and focus of MD&A, with
general emphasis on the discussion and analysis of known trends,
demands, commitments, events and uncertainties, and specific
guidance
on disclosures about liquidity, capital resources and critical
accounting.
30. Revise to disclose the date of the reverse merger, the shares
exchanged in the transaction and the company`s accounting for the
merger.
31. Please provide the basis for the statement that "our gross
margins are typical for the industry."
32. Please clarify the term "we" when referring to "we acquired
the
Ranor assets from the bankruptcy estate."  Clarify throughout the
prospectus the entities referred to when discussing the various
business transactions in the history of the company.

Results of Operations, page 22
33. On page 23, we note the presentation of earnings before
interest,
taxes, depreciation, amortization and cumulative change in
accounting
principle as well as cost of sales less depreciation and
amortization.  Revise to provide the disclosures required by Item
10(h)(1)(A)-(D) of Regulation S-B for all non-GAAP financial
measures
included in the document.  Also refer to Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures, dated June 13,
2003, available at www.sec.gov.
34. It appears that various percentage-data on the table have been
miscalculated.  Please review your calculations and revise as
needed.
35. You state that selling, administrative and other expenses for
the
December 2005 period were $1,421,605.  The statement of operations
reports $1,731,702 as of the same date.  Please reconcile these
amounts and revise the document accordingly.  Please provide a
more
detailed discussion as to the reasons for the changes in the
various
line items.
36. Reconcile the gross margin for the nine months ended December
31,
2004, and the years ended March 31, 2005 and 2004 with the
financial
statements.

Liquidity and Capital Resources, page 24
37. Revise to disclose the final purchase price paid to Ranor and
how
the amounts paid affected the company`s overall liquidity.
38. Clarify the meaning of the sentence that states, "[m]ost of
the
payments were made on account of principal and interest on the
notes."

39. Revise to disclose the significant terms and conditions of the
$4,000,000 term loan and the $1,000,000 revolving credit facility.
Also, discuss the $2.2 million purchase agreement with Barron
Partners LP and any other significant financing agreements.
40. We note that after the merger you had cash on hand of $10,000.
Please update to reflect your cash balance as of the most recent
practicable date.
41. Please disclose the material terms of the terms loan and
revolving line of credit with Sovereign Bank.  Also, state the
current balance of the equity line as of the most recent
practicable
date.

Business, page 25
42. Provide the complete disclosure required by Item 101(a) of
Regulation S-B.
43. Please disclose the material terms of the acquisition.  Also,
discuss when Lounsberry first had contact with Ranor and the
activities leading up to entering into the merger agreement.
Disclose whether there was any relationship between the parties to
the agreement prior to the acquisition.
44. We note that the acquisition agreement with Ranor was pursuant
to
the August 2005 agreement.  We note that the Form 10-SB did not
reflect this material agreement and the periodic reports filed
through the Form 8-K in March 2006 did not reflect this material
information.  Please explain.  We may have further comment.
45. Please provide a more detailed discussion of your business,
including your principal products and services, as required by
Item
101(b)(1) of Regulation S-B.
46. We note that you may develop intellectual property when
completing a project but you do not possess any patents,
trademarks,
etc.  Consider adding a risk factor, if material.  If not, explain
why this is not material.
47. Disclose whether the suppliers named on page 26 are material
suppliers.  Discuss the material terms of the agreements with
these
suppliers.  Also, please file the material agreements as exhibits.
48. Please file your material contracts as exhibits and discuss
the
material terms in this section.
49. Explain the statement that "to the extent that the bidding
proposal is based on specification[s] which are provided by a
competitor, we are at a disadvantage in seeking to obtain the
contract."

50. Please discuss in greater detail the governmental regulation
that
applies to your business.
51. Estimate the amount spent during each of the last two fiscal
years on research and development activities, and if applicable,
the
extent to which the cost of such activities are borne directly by
customers.  See Item 101(b)(10) of Regulation S-B.
52. Discuss the cost and effects of compliance with environmental
laws, as required by Item 101(b)(11) of Regulation S-B.
53. Disclose the number of full-time employees, in addition to the
total number of employees, as required by Item 101(b)(12) of
Regulation S-B.
54. Provide the disclosure required by Item 101(c)(1) of
Regulation
S-B.

Management, page 29
55. Provide each person`s term of office as a director, as
required
by Item 401(a)(3) of Regulation S-B.

Compensation, page 30
56. Please update the table to provide the compensation for the
fiscal year ended March 31, 2006, since this date has passed.
57. Mr. Reindl should be included in the compensation table.
58. Disclose whether you have any employment agreements with the
other individuals included in the executive compensation table.
59. Provide the option/SAR grant table. as required by Item 402(c)
of
Regulation S-B.
60. Furthermore, please note that under Item 402 of Regulation S-
B,
compensation that comes indirectly from the registrant, as does
your
officers` compensation from Techprecision LLC, must be disclosed
in
the executive compensation table.  Please revise the disclosure
accordingly.  Clarify whether the compensation is per person or
whether the amount is the total amount paid per year.
61. Please discuss the compensation of directors, as required by
Item
402(f) of Regulation  S-B.

Principal Stockholders, page 32
62. Please include Mary Desmond in the beneficial ownership table.
63. Disclose the control person(s) for Stanoff Corp.
64. Please explain the agreement between Mr. Youtt and Messrs.
Levy,
Reindl and Daube.  Were the terms of the agreement met or were the
shares transferred?

Certain Relationships and Related Transactions, page 33
65. Please clearly state the nature of the relationships between
the
parties in the February 24, 2006 stock acquisition.
66. Clarify the consideration received for the 7,997,000 shares of
common stock issued to the named stockholders.
67. Clearly disclose the consideration provided under the
management
arrangement with Techprecision LLC and disclose the nature of the
relationship with the company.
68. Please explain the reason for the sale of the real property.
Explain the reference to a "triple net lease."  Discuss the
escalation provisions.
69. On page 35 disclose in detail the amount of the consideration
for
the Ranor stock that the registrant purchased from Mr. Youtt and
the
other former Ranor stockholders.
70. Disclose the "costs" in connection with WM Realty Management`s
mortgage.  In addition, disclose the principal te