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CORRESP
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    Techprecision
      Corporation

    Bella
      Drive

    Westminster,
      MA 01473

    June
      13,
      2007

    Securities
      and Exchange Commission

    Washington,
      DC 20549

    Mail
      Stop
      3561

    Attention:
       John
      Reynolds, Esq. Assistant Director

            Re:

              Techprecision
                Corporation.

              Form
                10-KSB for March 31, 2006

              File
                No. 0-51378

    Ladies
      and Gentlemen:

    Techprecision
      Corporation (the “Company”), is filing a Form 10-KSB/A for the year ended March
      31, 2006 in response to the questions raised by the staff of the Commission
      in
      its letter of comments dated January 19, 2007 relating to the Company’s
      registration statement of Form SB-2, File No. 333-133509. The paragraph numbers
      in this letter are the same as in the letter of comments. Since many of the
      comments relate to the SB-2, rather than the Form 10-KSB, the Company’s response
      to comments states which comments do not relate to the Form 10-KSB.

    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 currently 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 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.

            This comment does not relate to the
              Form
              10-KSB.

              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 will be required to promptly
                file
                a separate registration statement (utilizing Rule 462 if applicable)
                to
                register the additional shares. Please clarify your plans to comply
                with
                this provision. In addition, please explain any plans to utilize
                Rule 462.
                We will have further comment.

            This comment does not relate to the Form
              10-KSB.

      Securities
        and Exchange Commission

      June
        13,
        2007

      Page
        2

              3.

              In
                addition, please explain 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.

            This comment does not relate to the Form
              10-KSB.

              4.

              We
                reissue prior comment number two from our letter dated October 11,
                2006.
                Please file on EDGAR a marked copy with each
                amendment.

    The
      Company has filed a marked copy of the Form 10-KSB/A on Edgar, with the markings
      prepared by filing service.

    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 deliver obligation as required by Item
                502(b) of Regulation S-B.

    This
      comment does not relate to the Form 10-KSB.

    Prospectus
      Summary, page 3

            6.

              Name
                the control person(s) of Capital Markets Advisory Group
                LLC.

    The
      Company has included language in the introductory section of Item 1 identifying
      the control person for Capital Markets as Steven Hicks.

              7.

              When
                discussing the use of proceeds, clarify the cashless exercise rights
                and
                how this would impact the funds available to the company. In addition,
                clarify that there is no guarantee the company will receive any funds,
                as
                there is no guarantee the warrants will be
                exercised.

    This
      comment does not relate to the Form 10-KSB.

    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 bankruptcy of your
                predecessor.

    The
      Company has eliminated the risk relating to the bankruptcy of its predecessor.
      As of the date of the filing of the Form 10-KSB/A, the Company has reported
      significant improvements from the comparable periods of the prior fiscal year
      and both revenue and net income are trending upwards. Further, the Company
      has
      been successful in generating business from new companies that had no
      relationship with the predecessor and has expanded its business with a number
      of
      customers that had been customers of the predecessor. The Company believes
      that
      its future business and the attendant risks are those that relate to its own
      business and not to problems that affected its predecessor in the
      past.

      Securities
        and Exchange Commission

      June
        13,
        2007

      Page
        3

              9.

              We
                note the removal of risk factor six, discussing the competitive bidding
                process. Please add back the risk
                factor.

    This
      risk
      factor was included in the Form 10-KSB as originally filed and it has been
      retained in the Form 10-KSB/A.

              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 figure.

    The
      Company has added a risk factor discussing past delays and postponements and
      changes to the specifications.

              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.

    The
      risk
      factor relating to the potential default was included in the prior filings
      of
      the SB-2 because the mortgage was then a short-term mortgage, with a maturity
      date approximately six months after the borrowing, if there were a default
      in
      the mortgage the Company’s rent would increase, and, under FIN 46, any expenses
      incurred by the affiliated would be treated as our expenses. This short-term
      mortgage has been refinanced to a more customary long-term mortgage and as
      long
      as the Company performs its obligations under the lease, it will be entitled
      to
      remain in possession. As a result, the Company does not believe that the
      potential default by the affiliate is a risk.

              12.

              We
                note the removal of risk factor 11 relating to continued growth through
                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.

    Since
      the
      Company does not believe that its continued growth is dependent upon
      acquisitions, the Company does not believe that the failure to make an
      acquisition would materially affect its business. The Company believes that
      it
      can continue to grow internally. However, since it is possible that the Company
      may make an acquisition, the risks attendant with making an acquisition remain
      a
      risk. Accordingly, we have included this risk factor.

              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, clarify elsewhere how the reduction in the liquidated damages
                was determined. Clarify 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.

    This
      comment does not relate to the Form 10-KSB.

      Securities
        and Exchange Commission

      June
        13,
        2007

      Page
        4

    Selling
      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.

    This
      comment does not relate to the Form 10-KSB.

    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 of September 30, 2005 and 2006 were 13.9% and 21%,
                respectively. Please revise or
                advise.

    This
      comment does not relate to the Form 10-KSB.

              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.”

    The
      language has been changed to reflect the fact that, during the time prior to
      Standard’s bankruptcy, largely because of problems affecting Standard at the
      management level, in order for the predecessor to generate business it has
      to
      agree to perform additional services without charge. These factors no longer
      affect the Company’s business.

              17.

              State
                the appraised value of the real estate; clarify when the appraisal
                was
                obtained, and state who provided the appraisal. Also, explain the
                nature
                of the limited guarantee provided by Mr.
                Levy.

    The
      appraisal, made by Avery Associates, was obtained in the fall on 2005 and is
      based on an appraisal of the fair market value at October 31, 2005. The amount
      of the appraised value is described in the MD&A under “Reverse Acquistion.”
Since Mr. Levy’s outstanding limited guarantee was not in effect at March 31,
      2006, it is not described in the 10-KSB/A. For the information of the staff,
      pursuant to the limited guaranty, Mr. Levy guarantees the lender the payment
      of
      any loss resulting from WM Realty’s fraud or misrepresentation in connection
      with the loan documents, misapplication of rent and insurance proceeds, failure
      to pay taxes and other defaults resulting from his or WM Realty’s misconduct.
      This disclosure will be included in the Form 10-KSB for the year ended March
      31,
      2007.

      Securities
        and Exchange Commission

      June
        13,
        2007

      Page
        5

              18.

              We
                reissue prior comment 29 from our letter dated October 11, 2006.
                Discuss
                the change in selling, administrative and other expenses for the
                years
                ended March 31, 2006 and 2005.

    The
      discussion under the fiscal years ended March 31, 2006 and 2005 has been
      expanded to include more a detailed discussion about the factors that affected
      the changes in selling, administrative and other expenses for those years.

    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.

    The
      introductory paragraphs under “Business” have been revised to discuss in greater
      detail the nature of the metal fabrication and machining operations and well
      as
      the nature of the engineering services which the Company provides. The Company
      believes that engineering services is a more accurate description of the
      services rendered by the Company than research and development since the
      services relate to a specific project and are a part of the budget and charges
      for, and cost of, the project.

              20.