SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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    October 11, 2006

MAIL STOP 3561

via U.S. mail and facsimile

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

Re: Techprecision Corporation
    Form SB-2, Amendment  filed August 28, 2006
    File No. 333-133509
      Form 10-KSB/A for the Fiscal Year Ended March 31, 2005 filed
August 3,
      	2006
      Form 10-QSB for the Quarter Ended June 30, 2006 filed August
17, 2006
	File No. 0-51378

Dear Mr. Reindl:

	We have the following comments on your filings. Where
indicated,
we think you should revise your documents in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comments are inapplicable or revisions are 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. We reissue prior comment one from our letter dated May 25,
2006.
There are 9,967,000 shares of common stock of the registrant
currently outstanding, and 20,401,527 shares or 191% of which are
being offered in this registration statement for resale.
Generally,
we view resale transactions 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.  Lastly, revise
the cover page and the plan of distribution section to clearly
state
that the selling shareholders are underwriters.
2. Please file on EDGAR a marked copy with each amendment.

Cover Page
3. We reissue prior comment four from our letter dated May 25,
2006.
Highlight the cross-reference to the risk factors by prominent
type
or in another manner.  See Item 501(a)(5) of Regulation S-B.
4. Please disclose the estimated offering expenses.

Inside Front and Outside Back Cover Page
5. We reissue prior comment seven from our letter dated May 25,
2006.
Please include the dealer prospectus delivery obligation as
required
by Item 502(b) of Regulation S-B.
6. Please name counsel for Lounsberry who introduced the company
to
counsel for Ranor Acquisition LLC.  Clarify any relationship with
Ranor Acquisition LLC prior to negotiating the acquisition.
Clarify
the role of Ranor Acquisition LLC in light of the requirement that
the investment be made with a company that was a reporting
company.
Disclose the control person(s) for Ranor Acquisition LLC.  Clarify
the material terms of all of the agreements between the parties.
Clarify who received the purchase price of $200,000.
7. Disclose any consideration received by Ranor Acquisition LLC
for
the assignment of the stock purchase agreement to Lounsberry.
8. Clarify the principal and interest on notes held by Ranor`s
preferred stockholders that was paid at closing.
9. Name the Ranor stockholders/noteholders who were paid $240,000.

Risk Factors, page 6
10. We reissue prior comment 11 from our letter dated May 25,
2006.
Please revise the subheadings to risk factors 3, 9, 10, 11, to
specify the risk.
11. We note the statement in risk factor 5 that the bankruptcy of
Ranor`s predecessor in 2002 resulted in lost business and the
financial health of the company may prevent the company from
obtaining business.  Please add a separate risk factor.
12. We note the disclosure in risk factor seven regarding the
termination of a contract in the quarter ended June 30, 2006.
Please
clarify the materiality of this contract to your business and
clarify
the reason(s) for termination.  If appropriate, add a separate
risk
factor.
13. We reissue prior comment 14 from our letter dated May 25,
2006.
Risk factors 14 and 15 discuss the same risk and should be
combined.
14. We reissue prior comment 13 from our letter dated May 25,
2006.
Risk factors 20 and 21 are generic risks and should be removed.
15. It appears that the August 2006 deadline set forth in risk
factor
23 was not met.  Please revise the disclosure in the risk factor
to
state the specific results of not meeting this deadline.

Selling Stockholders, page 14
16. We reissue prior comment 23 from our letter dated May 25,
2006.
We note the statement that the 4.9% limitation cannot be modified.
Please provide a legal analysis as to the enforceability of this
provision preventing the modification of this term.  We may have
further comment.
17. Provide clear disclosure, if true, that there are no broker-
dealers or affiliates of broker-dealers, other than those
specifically disclosed.
18. We note the two affiliates of broker-dealers.  Please clarify,
if
true, that.
* the seller purchased in the ordinary course of business, and
* at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities

Plan of Distribution, page 17
19. When discussing the position of the SEC, please make specific
reference to the Ken Worm no-action letter.

Market for Common Equity and Related Stockholder Matters, page 19
20. Please provide the disclosure required by Item 201(a)(2)(i) of
Regulation S-B.
21. Provide clear disclosure in this section, when discussing Rule
144, regarding the Ken Worm letter.

Management`s Discussion and Analysis, page 20
22. Provide the basis for the statement on page 21 that "We
believe
that there is an increasing demand for our services and we see
that
demand increasing at least in the near term, notwithstanding the
decline in revenue from the quarter ended June 30, 2005 to the
quarter ended June 30, 2006."
23. Discuss in greater detail the changes in the scope to the two
contracts during the quarter ended June 30, 2006.  Discuss in
greater
detail the reason for the partial termination of one contract.
24. State the price at which you sold the facilities in February
2006
to WM Realty Management.  Clarify the nature of the affiliation
and
state the reason for this transaction.

Reverse Acquisition, page 23
25. Please revise MD&A and the discussion beginning on page 3 to
clarify the terms and conditions of the stock purchase agreement
between Ranor Acquisition LLC and the former Ranor stockholders
and
the other transactions that occurred subsequent to the bankruptcy
of
Standard Automotive and prior to the merger with Techprecision.
You
state, "In 2002, Ranor acquired the assets of its predecessor from
the bankruptcy estate."  Please explain the nature of this
transaction, the parties involved, and the accounting treatment.
Explain how SOP 90-7 and other authoritative guidance applies to
this
transaction.  Disclose any relationships between Ranor Acquisition
LLC, Techprecision, and Ranor and its predecessors.  Explain the
reasons for the assignment of the stock purchase agreement from
Ranor
Acquisition LLC to Techprecision.
26. Refer to prior comment 30 from our letter dated May 25, 2006.
Please expand the discussion of the reverse merger on page 23 to
explain how you determined the transaction was a reverse merger.
Address the criteria for identifying the acquiring entity in
paragraphs 15 - 17 of SFAS 141.  Expand the discussion currently
on
page 26 to document the specific components of the transaction,
clearly quantify shares exchanged in the transaction and the
various
elements of consideration.  Consider moving the discussion of the
details of the transaction to page 23, to discuss the accounting
treatment and transaction details together.
27. Describe the parties involved in the August 17, 2005, stock
purchase agreement, clarify the total amount paid to the former
Ranor
stockholders, and explain the accounting for this transaction and
the
impact on the financial statements.

Results of Operations, page 24
28. Please discuss in greater detail the reasons for the decrease
in
revenues for the three months ended June 30, 2006 as compared to
2005.  Discuss the size of the contract that was terminated and
whether this will have an impact on the financial results beyond
this
financial period.  Discuss whether the company received any
payments
for the termination of the contract and whether it was paid for
the
delivery of the initial product.
29. Discuss in greater detail the reasons for the increase in
selling, general and administrative expenses for each period being
compared.
30. We reissue prior comment 41 from our letter dated May 25,
2006.
Please disclose the material terms of the term loan and revolving
line of credit with Sovereign Bank.  State the term of the
agreements.  Clarify the borrowings under the line of credit as of
the most recent practicable date.

Business, page 27
31. We reissue prior comment 42 from our letter dated May 25,
2006.
Provide the complete disclosure required by Item 101(a)(1) of
Regulation S-B.
32. We reissue prior comment 43 from our letter dated May 25,
2006.
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.  We note your
reference to the summary; however, the summary should simply
summarize the business of the company and the offering.  More
detailed information should be relocated to the business section.
33. We reissue prior comment 44 from our letter dated May 25,
2006.
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.
34. We reissue prior comment 45 from our letter dated May 25,
2006.
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.  Also, provide a more detailed discussion of the
engineering, research and development services that you
periodically
provide.  Discuss the bid process through which you obtain most of
your business.
35. We reissue prior comment 47 from our letter dated May 25,
2006.
We note that you have multi-year relationships with a number of
your
suppliers but that you do not have long-term supply contracts with
any suppliers.  Disclose the typical supply contracts.  Also, it
would appear that the multi-year relationships make these
suppliers
material suppliers, regardless of the lack of multi-year
contracts.
Please provide a detailed analysis as to why you feel these are
not
material suppliers or revise the disclosure accordingly.  We may
have
further comment.  Disclose the material terms of any material
agreements with these suppliers and file as exhibits.
36. We reissue prior comment 48 from our letter dated May 25,
2006.
Please disclose the material terms of all material contracts and
file
as exhibits.
37. State the costs associated with the remedial action taken to
clean the environmental issues discovered in 2004.  Discuss the
nature of the environmental issue discovered on-site.
38. Disclose whether you have received, or are owed, any monies
from
the escrow reserve in connection with breaches of representations
under the agreement regarding Ranor`s compliance with
environmental
law and regulations or breaches of any other representations or
warranties.
39. Please expand your disclosure in response to prior comment 52
of
our letter dated May 25, 2006 by discussing the anticipated
ongoing
cost and effect of compliance with environmental laws, if known.
40. Name your material customers, i.e. those that accounted for
10%
or more of revenues for the last fiscal year or the interim
period.
Disclose the material terms of these contracts and file as
exhibits.
Disclose the amount and percent of revenues for each period
attributable to each material customer.
41. Please file as an exhibit the agreement which extends the
maturity date of WM Realty Management`s obligations under its
mortgage.
42. We reissue prior comment 50 from our letter dated May 25,
2006.
Please discuss in greater detail the governmental regulation that
applies to your business.
43. We reissue prior comment 51 from our letter dated May 25,
2006.
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.
44. We reissue prior comment 54 from our letter dated May 25,
2006.
Provide the disclosure required by Item 101(c)(1) of Regulation S-
B.

Management, page 30
45. Disclose the full five year business experience of Mr.
Winoski.

Executive Compensation, page 31
46. Please explain why Ms. Desmond is not included in the
executive
compensation table.
47. It appears the entire amount paid to Techprecision pursuant to
the management agreement should be allocated to Mr. Reindl.
Please
revise the table accordingly or explain why such revision should
not
be made.  Clarify when the agreement with Techprecision LLC was
entered into.

Principal Stockholders, page 33
48. Provide clear disclosure of the termination of the agreement,
as
indicated in your supplemental response to prior comment 64 from
our
letter dated May 25, 2006.

Certain Relationships and Related Transactions, page 35
49. Since the 928,000 shares of comment stock which the registrant
purchased from Capital Markets Advisory were acquired by Capital
Markets Advisory in February, 2005, disclose the amount Capital
Markets Advisory paid for the shares.
50. We reissue prior comment 66 from our letter dated May 25,
2006.
Clarify the consideration received for the 7,997,000 shares of
common
stock issued to the named stockholders.  Clarify the references to
the assignment of Ranor Acquisition`s obligations under the
agreement.
51. We partially reissue prior comment 68 from our letter dated
May
25, 2006.  Discuss in greater detail the escalation provisions.
Clarify how the escalations will be calculated.
52. We reissue prior comment 67 from our letter dated May 25,
2006.
Clearly disclose the consideration provided under the management
agreement with Techprecision LLC in this section and disclose the
nature of the relationship with the company.
53. Clearly disclose the allocable expenses that were paid and to
whom these amounts were paid pursuant to the Ranor agreement.
54. We reissue prior comment 74 from our letter dated May 25,
2006.
Name the four parties that received management fees of $200,000
per
year.
55. Disclose the loan from related parties, as stated in note 10
to
the financial statements.

Consolidated Statements of Operations, page F-4
56. Disclose the nature and amount of the major components of
general
and administrative expenses in a note or state them separately on
the
statement of operations for the periods presented.

Consolidated Statements of Stockholders` Deficit, page F-5
57. In various areas of the document, a