SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Januar 19,2007
MAIL STOP 3561
via U.S. mail and facsimile
James G. Reindl, Chief Executive Officer
Techprecision Corporation
One Bella Drive
Westmenster, MA
Re: Techprecision Corporation
Form SB-2 filed August 28, 2006
File No. 333-133509
Form 10-QSB for the Quarter Ended 9-30-06 filed November 16, 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 wil
consider your explanation as to why our comments are inapplicable or revisions are
unecessar. Please be as detailed as necessar 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 mayor may
not raise additional comments.
Please understand that the purose 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
10,009,000 shares of common stock of the registrant curently outstanding, and
7,600,000 shares or 75.9% of which are being offered in this registration
statement for resale. Generally, we view resale transactions ofthis amount as, in
essence, an offering by or on behalf of the issuer for puroses of Rule 415(a)(4) of
Regulation C under the Securities Act. For these sales to occur "at the market,"

Techprecision Corporation
Januar 19, 2007
Page 2
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 sellng
shareholders is not permissible. As a result, you should set a fixed price for the
duration of the offering at which sellng securty holders wil offer and sell the
common stock in the proposed offering. Revise your registration statement,
wherever appropriate, to provide that the sellng shareholders wil. sell at a fixed
price per share. Lastly, revise the cover page and the plan of distribution section
to clearly state that the sellng shareholders are underwiters.
,
2. We note that Section 2.2 of the Registration Rights Agreement states that if the
maximum number of shares issuable to the investor are not covered by the
registration statement, the company wil be required to promptly file a separate
registration statement (utilizing Rule 462 if applicable) to register the additional
shares. Please clarfy your plans to comply with this provision. In addition,
please explain any plans to utilze Rule 462. We will have fuher comment.
3. In addition, please explai why your response letter dated December 12,2006
states that 14,820,000 shares are being sold pursuant to this registration statement
while the disclosure in the prospectus states 7,600,000 shares are being registered,
and that the number of shares of common stock issuable upon conversion of the
series A preferred stock has been reduces to 3,600,000 shares while the
registration statement states 3,000,000 shares. Please reconcile inconsistencies.
4. We reissue prior comment number two from our letter dated October 11,2006.
Please file on EDGAR a marked copy with each amendment.
Inside Front and Outside Back Cover Page
5. We reissue prior comment five from our letter dated October 11,2006. Please
include the dealer prospectus delivery obligation as required by Item 502(b) of
Regulation S- B.
Prospectus Sumar. page 3
6. Name the control person(s) of Capital Markets Advisory Group LLC.
7. When discussing the use of proceeds, clarfy the cashless exercise rights and how
ths would impactthe fuds available to the company. In addition, clarify that
there is no guarantee the company wil receive any fuds, as there is no guarantee
the warants wil be exercised. .

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Januar 19,2007
Page 3
Risk Factors. page 13
8. Please revise risk factor six to discuss in greater detail the potential risk to your
business as a result of the banptcy of your predecessor.
9 . We note the removal of risk factor six, discussing the competitive bidding
process. Please add back the risk factor.
10. We reissue prior comment 12 from our letter dated October 11,2006. Add a
separate risk factor discussing past delays or postponements to contracts and the
potential risk of such delays, postponements or cancellations in the futue.
11. We note the removal of risk factor ten relating to the risk associated with a
potential default of an affiliate under a mortgage relating to the property leased by
the company. Please add back the risk factor or explain why such disclosure is
not materiaL.
12. We note the removal of risk factor 11 relating to continued growt though
acquisitions because the company's plan for the near term is to grow through
internal growth. Please explain the continued inclusion of risk factor 12 (now risk
factor 10), which also relates to acquisitions.
13. We note your response to prior comment 15 from our letter dated October 11,
2006. However, please revise the subheading and, again, revise the second
sentence of the risk factor in order to clarify that you have already failed to meet a
deadline and are already required to issue 2,540 shares of series A preferred stock
for each day that you fail to meet the scheduled registration date or keep the
registration effective up to a maximum of 1,400,000 shares. Also, provide more
detailed liquidated damages information in the selling shareholders and MD&A
sections. In addition, clarfy elsewhere how the reduction in the liquidated
damages was determned. Clarfy whether registration was requested for the
entire amount, which would appear to result in the full amount of liquidated
damages, rather than only a portion of the liquidated damages.
Sellng Stockholders. page 16
14. Mr. Schloth and CFO Managed Fund are not included in the list of broker-dealers
or affiliates of broker-dealers. Please revise.
Management's Discussion and Analysis. page 23
Overview. page 23
15. On the bottom of page 23 you state your gross margin increased from 10.5% to
16.1 % during the six months ended September 30, 2006. Based on the amounts
reported in the statement of operations, it appears the gross margin percentages as

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Januar 19,2007
Page 4
of September 30, 2005 and 2006 were 13.9% and 21%, respectively. Please
revise or advise.
16. Explain the statement that "Ranor and its predecessor had traditionally performed
services on relatively low margins since the customer demanded more services
without an increase in cost."
17. State the appraised value of the real estate; clarify when the appraisal was
obtained; and state who provided the appraisal. Also, explain the natue of the
limited guarantee provided by Mr. Levy.
18. We reissue prior comment 29 from our letter dated October 11, 2006. Discuss the
change in selling, admiilstrative and other expenses for the years ended March
31, 2006 and 2005.
Business. page 36
19. We reissue prior comment 34 from our letter dated October 11, 2006. Provide a
more detailed discussion of your business, including the metal fabrication and
machining operations. 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.
20. We parially reissue prior comment 35 from our letter dated October 11,2006.
Add clear disclosure when discussing your source of supply whether any of the
suppliers is a material supplier. Regardless of the lack of long term contracts a
supplier may be considered a material supplier. If you feel these are not material
suppliers, provide a detailed analysis as to why you believe these are not material
suppliers. We may have fuher comment.
21. We reissue prior comment 40 from our letter dated October 11,2006. 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 attbutable to each material customer. In addition, as requested in
prior comment 36 from our letter dated October 11, 2006, please disclose the
material terms of all material contracts and fie as exhibits. Contracts with
material customers would appear to be material contracts.
22. Please explain in greater detail the natue of the environmental issue discovered
on-site. Explain the stained soils in the chip bin area. Clarfy whether all of the
remedial action has been taken or whether additional remediation is required.
Lastly, state any remediation costs in the interim financial period.

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Januar 19.. 2007
Page 5
23. Disclose the time period duriig which you can bring a claim against the escrow
reserve.
24. Please file the refinanced WM Realty mortgage and disclose the material terms.
25. We reissue prior comment 42 from our letter dated October 11, 2006. Please
discuss in greater detail the governental regulation that applies to your business.
26. We reissue prior comment 43 from our letter dated October 11,2006. Estimate
the amount spent durng each ofthe 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. We note the disclosure in the sumar that you provide research and
development services which are then charged to customers.
Financial Statements
Statement of Cash Flows. page 6
27. We have read your supplemental response to our prior comment 59 citing
footnote 1 to item 7 of SF AS 95. This footnote states the fuds must be available
for withdraw "at any time without prior notice." Since you must go through a
claim procedure to withdraw your fuds whereby your request can be disputed
and ultimately rejected, it does not appear you can withdraw fuds at any time
without prior notice. Please revise to exclude restricted cash from the cash and
cash equivalents total in the statement of cash flows.
Notes to the anual financial statements. page F-8
28. With respect to our previously issued comments, it appears you have made certain
revisions to the notes to the interim financial statements and non-financial
statement portion of the document. However, the notes to the anual financial
statements have not been amended. Please revise the notes to the anual financial
statements to address our previous comments 56, 57, 63 and any other items noted
below.
Note 1 -Signficant Accounting Policies. page F-8
Revenue Recognition. page F -9
29 . We note your response to our prior comment 60 stating it is already disclosed that
"the unt of delivery method requires the existence of a contract to provide the
persuasive evidence of an arrangement and determnable seller's price, delivery of
the product and reasonable collection prospects." However, your curent
disclosure does not ariculate these points. Please revise to provide transparent
disclosure addressing the four criteria outlined in SAB Topic 13.

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Januar 1'9, 2007
Page 6
30. We have read your response to our prior comment 61 which addressed revenue
recognition with respect to component installations. Since your response to this
comment addressed engineering services as opposed to component installations,
please explain to us if you consider component installations to be a par of the
overall engineering services you provide. On page 26 ofMD&A you state you
derive revenues from the fabrication of components, the precise machining ofthe
components including engineering services, and the installation of such
components. It thus appears to us there are thee different revenue streams.
Please tell us if revenues from component installations are signficant and if so,
revise your revenue recognition policy to address this revenue stream and also
revise to separately state these revenues on the statement of operations.
Note 9 - Restrcted Cash - Indemnification Obligation Escrow. page F-17
31. We note your response to our prior comment 65. However, you have not
addressed our request for an explanation as to how you have addressed the
guidance in SAB Topic 5Y and SOP 96-1. Please review the guidance included
therein and revise your footnotes to include the required disclosures.
Note 14 - Capital Stock. page F-20
32. We note your response to our prior comment 69 including your accounting
analysis with respect to EITF 00-19. We did not note any discussion ofEITF 05-
4 as previously requested. With respect to your reference to section 5( e) of the
warant agreement, please note that as of March 31, 2006, and June 30, 2006, the
warant holder was stil permtted to make a cashless exercise since the original
issuance date of the warrants was Februar 24,2006. As such, the instrent
appears to meet the definition of a derivative in paragraph 6 of SF AS 133. Also,
you state under the provision of section 5( e), the warant holders will be given
unegistered shares. Since the registration rights agreement requires the company
to settle in registered shares, it does not appear the company would be permitted
to issue unegistered shares. We reiterate our request for you to explain your
accounting treatment with respect to EITF 05-4.
Par II
Item 26. Recent Sale of Unregistered Securities
33. Please disclose the amount of the consideration you received from Capital
Markets for its 1,000,000 shares in Februar 2005.

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Januar l 9,2007
Page 7
34. Discuss the sophistication of the investors in each transaction.
35. Please describe the availability and. access of information which you provided to
the purchasers in each issuance which you have disclosed.
36. You have stated you are relying on Regulation D. Please state which exemption
under Regulation D upon which you relied and the facts supporting the
exemptions.
Exhibits
37. Revise the legality opinion to clarfy the securities being registered and upon
which counsel opines.
38. Please revise the legality opinion to clarfy that counsel is opining upon Delaware
law including the statutory provisions, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting those laws.
Form 10-QSB for the quarer ended September 3 O~ 2006
39. Revise the Form 1O-QSB to conform to the applicable changes to the Form SB-2.
Form 10- KSB as of March 31. 2006. and Form 10-QSB as of June 30. 2006
40. Revise the Forms 10-KSB and 10-QSB to conform to the applicable changes to
the Form SB-2. Also, under the heading "Liquidity and Capital Resources" on
page 19 of the Form 10-KSB, you state your cash position as of June 30, 2006,
was $1,092,719. However, the balance sheet for such period reports a cash
balance of$679,845. Please revise to provide consistent informàtion in all
documents.
Closing Comments
As appropriate, please amend your filings in response to these comments. You
. may wish to provide us with marked copies of the amendments to expedite our review.
Please fuish a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.
We will consider a written request for acceleration of the effective date of the
registration statement as a confrmation of the fact that those requesting acceleration
are aware