SecProbe.io

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 TechPrecision Corporation

 1 Bella Drive

 Westminster, MA 01473

 VIA EDGAR

 December 9, 2025

 Office of Manufacturing

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Erin Donahue

 Re:

 TechPrecision Corporation
 Registration Statement on Form S-1 (File No.
 333-291711)
 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, TechPrecision Corporation (the " Registrant ") hereby requests that
the Securities and Exchange Commission (the " Commission ") accelerate the effective date of the above-referenced
Registration Statement on Form S-1 (as amended, the " Registration Statement ") so that the Registration Statement
will be declared effective as of 4:30 p.m. Eastern time, on December 11, 2025, or as soon thereafter as practicable. The Registrant
hereby also authorizes Cecil Martin and Andrew Terjesen of McGuireWoods LLP to orally modify or withdraw this request for
acceleration.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Andrew Terjesen at (919) 835-5977.

 Thank you for your assistance
in this matter.

 Very truly yours,

 TechPrecision Corporation

 /s/ Phillip E. Podgorski

 Name:
 Phillip E. Podgorski

 Title:
 Chief Financial Officer

 cc:

 Alexander Shen, Chief Executive Officer
 TechPrecision Corporation

 Cecil Martin

 Andrew Terjesen

 McGuireWoods LLP

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VIA EDGAR

January 29, 2025

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
     Sarah Sidwell

    Geoffrey Kruczek

    Re:
    TechPrecision Corporation

    Registration Statement on Form S-1 (File
    No. 333-279091)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, TechPrecision Corporation (the “Registrant”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
on Form S-1 (as amended, the “Registration Statement”) so that the Registration Statement will be declared effective
as of 4:30 p.m. Eastern time, on January 31, 2025, or as soon thereafter as practicable. The Registrant
hereby also authorizes Cecil Martin and Andrew Terjesen of McGuireWoods LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Andrew Terjesen at (704) 343-2024.

Thank you for your assistance
in this matter.

    Very truly yours,

    TechPrecision Corporation

    By:
    /s/ Alexander Shen

    Name:
    Alexander Shen

    Title:
    Chief Executive Officer

    cc:

    Cecil Martin

    Andrew Terjesen

    McGuireWoods LLP

Phone
978-874-0591 | Fax 978-874-2748 | www.TechPrecision.com

1
Bella Drive | Westminster, MA | 01473

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    McGuireWoods LLP

    500 East Pratt Street

    Suite 1000

    Baltimore, MD 21202

    Phone: 410.659.4400

    Fax: 410.659.4599

    www.mcguirewoods.com

January 23, 2025

Office of Manufacturing

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Sarah Sidwell

  Geoffrey Kruczek

  Re:
  TechPrecision Corporation

  Amendment No. 1 to Registration Statement on Form S-1

  Filed on November 8, 2024

  File No. 333-279091

Ladies and Gentlemen:

On behalf of TechPrecision Corporation (the “Company”),
we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) a revised Registration
Statement on Form S-1 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s
responses to the comment letter to Amendment No.1 to the Registration Statement received on November 12, 2024 from the staff of the Division
of Corporation Finance (the “Staff”) of the Commission, and to reflect certain other changes.

In addition, we are providing the following responses
to the comment letter dated November 12, 2024 from the Staff. To assist your review, we have retyped the text of the Staff’s comments
in bold italics below. Please note that all references to page numbers in our responses refer to the page numbers of the Registration
Statement. Capitalized terms used in our responses below that are not otherwise defined have the meanings ascribed to them in the Registration
Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed on November
8, 2024, General

1. We note that you are now registering the resale of warrants.
Given that there is no

recognized and established trading market for those securities,
please disclose on the

cover page, page 19 and elsewhere the fixed price at which the
selling security holders

will offer and sell those securities for the duration of the
offering or until they are

quoted on an exchange or trading market, after which the securities
will be offered

and sold at prevailing market prices or at negotiated prices.

    January 23, 2025

Page 2

The Company respectfully acknowledges the Staff’s
request that the Registration Statement be revised to disclose the fixed price at which the selling securityholders will sell warrants
until the securities are quoted on the exchange or trading market, after which those securities will be offered and sold at prevailing
market prices or at negotiated prices. However, the Company also respectfully notes that Instruction 2 to Item 501(b)(3) of Regulation
S-K provides that “if it is impracticable to state the price to the public” the issuer must “explain the method by which
the price is to be determined.” Because the warrants will be resold in privately negotiated transactions by the selling security
holders at various times and in various manners, it is impracticable for the Company to state in the Registration Statement a fixed price
at which the warrants will be sold.

The Company respectfully advises the Staff that
the prospectus contained in the Registration Statement has been revised on the cover page and pages 3, 7 and 20 to include disclosure
indicating that (a) that there is no established public trading market for the warrants and that the Company does not intend to apply
for listing of the warrants on any securities exchange or recognized trading system, (b) that sales of the warrants, if any, will be made
in privately negotiated transactions and (c) that the sales price for warrants will be determined in such privately negotiated transactions.
The prospectus contained in the Registration Statement has also been revised on pages 7 and 20 to indicate that price at which the warrants
will be sold will depend, in part, on the manner and timing of such sales, but, in any event, that the Company expects that the price
will likely be derived from the market price of its common stock traded on The NASDAQ Capital Market.

2. If you intend to register the resale of warrants, please revise
the tabular disclosure on

page 12 to include separate columns for the warrants.

The Company respectfully acknowledges the Staff’s
comment and has revised the tabular disclosure on pages 12 and 13 of the Registration Statement to include separate columns for the warrants
being registered for resale.

Plan of Distribution, page 19

3. We note your disclosure on page 19 that your selling securityholders
may sell their

securities in one or more underwritten offerings on a firm commitment
or best efforts

basis. Please confirm your understanding that the retention by
a selling stockholder of

an underwriter would constitute a material change to your plan
of distribution

requiring a post-effective amendment. Refer to your undertaking
provided pursuant to

Item 512(a)(1)(iii) of Regulation S-K.

The Company respectfully acknowledges the Staff’s
comment and confirms its understanding that the retention by a selling stockholder of an underwriter would constitute a material change
to its plan of distribution requiring a post-effective amendment and consistent with the undertaking required by Item 512(a)(1)(iii) of
Regulation S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information.

    January 23, 2025

Page 3

    Very truly yours,

     /c/ Cecil Martin

    Cecil Martin

    McGuireWoods LLP

Cc: Alexander Shen, Chief Executive Officer, TechPrecision Corporation

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November 22, 2024

TechPrecision Corporation

1 Bella Drive

Westminster, MA 01473

VIA EDGAR TRANSMISSION

Office of Mergers & Acquisitions

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Christina Chalk

    Eddie Kim

RE: TechPrecision Corporation (the “Company”)

PREC14A filed October 23, 2024

File No. 1-41698

Dear Ms. Chalk and Mr. Kim,

This correspondence responds to comments the Company
received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on October
31, 2024, with respect to the Company’s preliminary proxy statement on Schedule 14A filed October 23, 2024 (the “Proxy Statement”).
To assist in your review, we have retyped the text of the Staff’s comments in bold italics below. Please note that all references
to page numbers in our responses refer to the page numbers of the Proxy Statement. Capitalized terms used in our responses below that
are not otherwise defined have the meanings ascribed to them in the Proxy Statement.

The Company’s responses to your comments are as follows:

General

1. Please mark the proxy statement and form of proxy as "preliminary." See Rule 14a-6(e)(1).

The Company acknowledges the Staff’s comment
and will ensure that subsequent filings are marked correctly, including when filing the revised Proxy Statement.

    1

Vote Required for Action, page 4

2. Your disclosure indicates that brokers will have discretionary authority to vote on the ratification of Marcum LLP. In your
response letter, please explain the basis for your belief that brokers solicited by the Wynnefield Group will have discretion on any matters
to be voted upon at the annual meeting, or revise.

The Company respectfully acknowledges the
Staff’s comment and has revised the disclosure on pages 2 and 4 of the Proxy Statement accordingly to clarify that because of
the contested nature of the solicitation, without a stockholder’s voting instructions, a stockholder’s broker, bank or
other nominee does not have discretion to vote a stockholder’s shares with respect to the ratification of CBIZ as the
Company’s auditor, if such stockholder’s broker, bank or other nominee provides it with both the Wynnefield
Group’s proxy materials and the Company’s proxy materials.

Proxy Contest, page 5

3. We note the following disclosure: "IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT WHITE UNIVERSAL
PROXY CARDS." This statement is confusing, since shareholders may vote for some or all of the Company's nominees and other proposals
using the Wynnefield Group's proxy card. Please revise to clarify.

The Company acknowledges the Staff’s comment
and has revised the disclosure on page 5 of the Proxy Statement to clarify that, while a stockholder may use the Wynnefield Group’s
universal proxy card for some or all of the Company’s nominees and other proposals, if a stockholder wants to vote as recommended
by the Board, using the Company’s universal proxy card will facilitate that intent in cases where the stockholder has submitted
a proxy card or voting instructions, but not indicated a choice with respect to any of the director nominees and/or one or more of the
Company’s other proposals, since to the extent the proxy has discretionary authority to vote where a choice is not indicated the
Company’s proxy would vote according to the Board’s recommendation, but there is no guarantee the Wynnefield Group’s
proxy would do the same. For the avoidance of doubt, the Company understands that as long as a stockholder indicates at least one vote
FOR or WITHHOLD with respect to the director nominees, the proxy would not have discretion to vote with respect to any other director
nominee on the universal proxy card.

4. Refer to the following statement on page 5 and our last comment above: "If you vote 'WITHHOLD' with respect to either of
the Wynnefield Nominees using the proxy card sent to you by the Wynnefield Group, then your vote will not be counted as a vote for any
of the director nominees recommended by the Board, but will result in the revocation of any previous vote you may have cast on the WHITE
universal proxy card." This disclosure is confusing, since shareholders may vote "FOR" the Company nominees on the Wynnefield
Group's proxy card, while also marking "WITHHOLD" as to the Wynnefield Nominees on that card. Please revise to clarify.

The Company acknowledges the Staff’s comment
and has revised page 5 of the Proxy Statement to clarify in the disclosure.

    2

Corporate Governance, page 7

5. Please revise your disclosure on pages 7 and 8. Your disclosure states on page 7 the following: "For biographical information
regarding Mr. Shen, please see 'Board's Directors/Nominees' above" (emphasis added). It appears, however, that the descriptions of
John A. Moore and Walter M. Schenker, both of whom do not appear to be executive officers, and Alexander Shen are on page 8 under "Executive
Officers."

The Company acknowledges the Staff’s comment
and has revised pages 7 and 8 the Proxy Statement to correct the typographical error that caused the “Executive Officers”
section to appear in the middle of the “Board’s Directors/Nominees” section.

Security Ownership of Certain Beneficial Owners and Management,
page 14

6. We note the following disclosure: "There are no individuals or entities known by TechPrecision (through their Section 13
filings), excluding directors and Named Executive Officers, to own more than 5% of the outstanding Common Stock as of, 2024." However,
Schedule 13D filed on July 2, 2024, by Wynnefield Partners Small Cap Value, L.P. I, among others, reflects that the filers as a group
owns more than 5% of the Common Stock. The Wynnefield Group's preliminary proxy statement, filed on October 28, 2024, also states that
"[a]s of July 2, 2024, the Soliciting Group beneficially owned approximately 7% of the Common Stock outstanding in the aggregate."
Please revise, or advise.

The Company acknowledges the Staff’s comment
and has revised page 14 of the Proxy Statement to include the holdings of the Wynnefield Group as reported in the Schedule 13D filed
on July 2, 2024 by Wynnefield Partners Small Cap Value, L.P. I.

If you have any questions or require further information,
please contact Richard Roomberg at 978-883-5108 or RoombergR@Ranor.com.

    Very truly yours,

    /c/ Alexander Shen

    Alexander Shen, Chief Executive Officer

TechPrecision Corporation

    3

November 12, 2024
Alexander Shen
Chief Executive Officer
TechPrecision Corporation
1 Bella Drive
Westminster, MA 01473
Re:TechPrecision Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed on November 8, 2024
File No. 333-279091
Dear Alexander Shen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our May 14, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed on November 8, 2024
General
1.We note that you are now registering the resale of warrants.  Given that there is no
recognized and established trading market for those securities, please disclose on the
cover page, page 19 and elsewhere the fixed price at which the selling security holders
will offer and sell those securities for the duration of the offering or until they are
quoted on an exchange or trading market, after which the securities will be offered
and sold at prevailing market prices or at negotiated prices
2.If you intend to register the resale of warrants, please revise the tabular disclosure on
page 12 to include separate columns for the warrants.

November 12, 2024
Page 2
Plan of Distribution, page 19
3.We note your disclosure on page 19 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of
an underwriter would constitute a material change to your plan of distribution
requiring a post-effective amendment.  Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.
            Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Andrew J. Terjesen

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    McGuireWoods
                                            LLP

    500 East Pratt
    Street

    Suite 1000

    Baltimore, MD
    21202

    Phone: 410.659.4400

    Fax: 410.659.4599

    www.mcguirewoods.com

November 8, 2024

Office of Manufacturing

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Sarah Sidwell

  Geoffrey Kruczek

    RE:
    TechPrecision Corporation

    Registration Statement on Form S-1

    Filed on May 3, 2024

    File No. 333-279091

Ladies and Gentlemen:

On behalf of TechPrecision Corporation (the “Company”),
we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) a revised Registration
Statement on Form S-1 (the “Registration Statement”). The Registration Statement has been revised to reflect the Company’s
responses to the comment letter to Submission No. 2 received on April 19, 2024 from the staff of the Division of Corporation Finance (the
“Staff”) of the Commission, and to reflect certain other changes.

In addition, we are providing the following responses
to the comment letter dated May 14, 2024 from the Staff. To assist your review, we have retyped the text of the Staff’s comments
in bold italics below. Please note that all references to page numbers in our responses refer to the page numbers of the Registration
Statement. Capitalized terms used in our responses below that are not otherwise defined have the meanings ascribed to them in the Registration
Statement.

Registration Statement on Form S-1 filed on May 3, 2024, General

1. We note that you are incorporating by reference various reports
and registration

statements previously filed with the Commission. We also note
that you have not filed an

annual report on Form 10-K for your most recently completed fiscal
year. Please advise

on your eligibility to incorporate by reference on Form S-1 given
general

instruction VII(C) to Form S-1, which states that a registrant
must have filed an annual

report required under Section 13(a) or Section 15(d) of the Exchange
Act for its most

recently completed fiscal year in order to use incorporation
by reference on Form S-1.

    November 8, 2024

Page 2

In response to the Staff’s comment, the Company
would like the Commission to consider that when the Company made its original filing to meet certain filing obligations with one of the
Selling Securityholders it was with the expectation that it would soon thereafter file its annual report on Form 10-K for the fiscal year
ended March 31, 2024. However, there were unexpected delays and the Company was not able to file its Annual Report on Form 10-K for the
fiscal year ended March 31, 2024 until September 13, 2024. On November 7, 2024, the Company filed its Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2024. As a result, the Company now meets the requirements for incorporation by reference under Instruction
VII to Form S-1 as it has filed all reports and other materials required to be filed by Sections 13(a), 14 or 15(d) of the Exchange Act
during the preceding 12 months, including an annual report for its most recently completed fiscal year.

Consequently, the Company has revised the Registration
Statement on page 21 to incorporate by reference its annual report for the fiscal year ended March 31, 2024.

2. Please revise your registration statement to include the executive
compensation

disclosures required for the fiscal year ended March 31, 2024.
Refer to

Item 402(n)(1) of Regulation S-K and Question 117.05 of the Regulation
S-K Compliance

and Disclosure Interpretations.

In response to the Staff’s comment, the Company
has revised the Registration Statement to incorporate by reference the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2024, which includes the executive compensation disclosures required for the fiscal year ended March 31, 2024.

    Very truly yours,

     /c/ Cecil Martin

    Cecil Martin

    McGuireWoods LLP

Cc: Alexander Shen, Chief Executive Officer, TechPrecision Corporation

      2

November 5, 2024
The Wynnefield Group
Nominating Shareholders
TECHPRECISION CORP
450 Seventh Avenue, Suite 509
New York, New York 10123
Re:TECHPRECISION CORP
PREC14A filed on October 28, 2024
Filed by Wynnefield Partners Small Cap Value, L.P. I, et al.
File No. 1-41698
Dear The Wynnefield Group:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed October 28, 2024
Cover Page
1.Specifically identify the participants in this solicitation here, or include a reference to
Annex A where those participants are listed.
Background of this Proxy Solicitation, page 5
Where you present facts and figures in the proxy statement, please revise to provide
citations to enable shareholders to identify the source of such information. One
example of information that should include cites appears in the third bullet point on
page 5: "On November 29, 2023, the Company announced that it had entered into a
stock purchase agreement (the 'Votaw SPA') to acquire all of the outstanding shares of
Votaw Precision Technologies, Inc. ('Votaw') for a total purchase price of $110
million, which included a closing payment of $70 million, seller financing of $15
million and an earnout of up to $25 million." Here and throughout the proxy 2.

November 5, 2024
Page 2
statement, where citations have not already been provided, please revise to include
them.
Election of Directors, page 13
3.Where you reference the availability of information about the Company's nominees on
page 13, revise to provide disclosure like that presented on page 25 to include the
Commission's website address and explain to shareholders that they can access the
Company's proxy statement, and any other relevant documents, without cost on the
Commission's website. See Item 7(f) of Schedule 14A.
Stockholder Nominations and Proxy Access, page 23
4.It appears the reference to October 30, 2025, in the last paragraph on page 23 may be
typo, based on the reference to October 20, 2025, in the first paragraph of this section.
Please revise or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Eddie Kim at 202-679-6943  or Christina Chalk at 202-
551-3263.

Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

October 31, 2024
Alexander Shen
Chief Executive Officer
TECHPRECISION CORP
1 Bella Drive
Westminster, MA 01473
Re:TECHPRECISION CORP
PREC14A filed October 23, 2024
File No. 1-41698
Dear Alexander Shen:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PREC14A filed October 23, 2024
General
1.Please mark the proxy statement and form of proxy as "preliminary." See Rule 14a-
6(e)(1).
Vote Required for Action, page 4
2.Your disclosure indicates that brokers will have discretionary authority to vote on the
ratification of Marcum LLP. In your response letter, please explain the basis for your
belief that brokers solicited by the Wynnefield Group will have discretion on any
matters to be voted upon at the annual meeting, or revise.
Proxy Contest, page 5
We note the following disclosure: "IF YOU WISH TO VOTE AS RECOMMENDED
BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT WHITE UNIVERSAL
PROXY CARDS." This statement is confusing, since shareholders may vote for some 3.

October 31, 2024
Page 2
or all of the Company's nominees and other proposals using the Wynnefield Group's
proxy card. Please revise to clarify.
4.Refer to the following statement on page 5 and our last comment above: "If you vote
'WITHHOLD' with respect to either of the Wynnefield Nominees using the proxy
card sent to you by the Wynnefield Group, then your vote will not be counted as a
vote for any of the director nominees recommended by the Board, but will result in
the revocation of any previous vote you may have cast on the WHITE universal proxy
card." This disclosure is confusing, since shareholders may vote "FOR" the Company
nominees on the Wynnefield Group's proxy card, while also marking "WITHHOLD"
as to the Wynnefield Nominees on that card. Please revise to clarify.
Corporate Governance, page 7
5.Please revise your disclosure on pages 7 and 8. Your disclosure states on page 7 the
following: "For biographical information regarding Mr. Shen, please see 'Board's
Directors/Nominees'  above" (emphasis added). It appears, however, that
the descriptions of John A. Moore and Walter M. Schenker, both of whom do not
appear to be executive officers, and Alexander Shen are on page 8 under "Executive
Officers."
Security Ownership of Certain Beneficial Owners and Management, page 14
6.We note the following disclosure: "There are no individuals or entities known by
TechPrecision (through their Section 13 filings), excluding directors and Named
Executive Officers, to own more than 5% of the outstanding Common Stock as of ,
2024." However, Schedule 13D filed on July 2, 2024, by Wynnefield Partners Small
Cap Value, L.P. I, among others, reflects that the filers as a group owns more than 5%
of the Common Stock. The Wynnefield Group's preliminary proxy statement, filed on
October 28, 2024, also states that "[a]s of July 2, 2024, the Soliciting Group
beneficially owned approximately 7% of the Common Stock outstanding in the
aggregate." Please revise, or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Eddie Kim at 202-679-6943  or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
May 14, 2024
Alexander Shen
Chief Executive Officer
TechPrecision Corporation
1 Bella Drive
Westminster, MA 01473
Re:TechPrecision Corporation
Registration Statement on Form S-1
Filed on May 3, 2024
File No. 333-279091
Dear Alexander Shen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed on May 3, 2024
General
1.We note that you are incorporating by reference various reports and registration
statements previously filed with the Commission. We also note that you have not filed an
annual report on Form 10-K for your most recently completed fiscal year. Please advise
on your eligibility to incorporate by reference on Form S-1 given general
instruction VII(C) to Form S-1, which states that a registrant must have filed an annual
report required under Section 13(a) or Section 15(d) of the Exchange Act for its most
recently completed fiscal year in order to use incorporation by reference on Form S-1.
2.Please revise your registration statement to include the executive compensation
disclosures required for the fiscal year ended March 31, 2024. Refer to
Item 402(n)(1) of Regulation S-K and Question 117.05 of the Regulation S-K Compliance
and Disclosure Interpretations.

 FirstName LastNameAlexander Shen
 Comapany NameTechPrecision Corporation
 May 14, 2024 Page 2
 FirstName LastName
Alexander Shen
TechPrecision Corporation
May 14, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Andrew J. Terjesen

United States securities and exchange commission logo
January 12, 2022
Thomas Sammons
Chief Financial Officer
TECHPRECISION CORP
1 Bella Drive
Westminster, MA 01473
Re:TECHPRECISION CORP
Registration Statement on Form S-1
Filed on January 7, 2021
File No. 333-262063
Dear Mr. Sammons:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202)-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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1 Bella Drive

Westminster, MA 01473

January 12, 2022

VIA EDGAR AND EMAIL

Bradley Ecker

Division of Corporation Finance, Office of Manufacturing

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

  Re:
  TechPrecision Corporation

  Registration Statement on Form S-1

  File No. 333-262063

  Acceleration Request

  Requested Date:
  January 18, 2022

  Requested Time:
  4:30 p.m. Eastern Time (US)

Dear Mr. Ecker:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned, on behalf of TechPrecision Corporation (the “Company”), respectfully requests
that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30
p.m. Eastern Time on January 18, 2022, or at such later time as the Company, acting through its counsel, McGuireWoods LLP, may request
via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please contact David S. Wolpa at (704) 343-2185
or DWolpa@mcguirewoods.com with any questions you may have concerning this letter, or if you require any additional information. Please
notify Mr. Wolpa when this request for acceleration of effectiveness of the Registration Statement has been granted.

  Very truly yours,

  /s/ Thomas Sammons

  Thomas Sammons

  Chief Financial Officer

  cc:
  David S. Wolpa, Esq.

December 10 , 2012

Via E -mail
Mr. Richard F. Fitzgerald
Chief Financial Officer
TechPrecision Corporation
3477 Corporate Parkway, Suite 140
Center Valley, PA 18034

Re: TechPrecision  Corporation
  Forms 10 -K and 10 -K/A
Filed July 16, 2012
File No. 0 -51378

Dear Mr. Fitzgerald:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
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    tpcscorresp.htm

November 29, 2012

VIA EDGAR

Terence O’Brien

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, N.E.

Mail Stop 4631

Washington, D.C. 20549-4631

RE:

TechPrecision Corporation

Forms 10-K and 10-K/A

Filed July 16, 2012

File No. 0-51378

Dear Mr. O’Brien:

This letter is submitted on behalf of TechPrecision Corporation (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (as amended by Form 10-K/A to date, the “Form 10-K”) as set forth in your letter to the Company dated November 1, 2012.  For reference purposes, the text of the comments contained in your letter dated November 1, 2012 has been reproduced herein (in bold), with the Company’s response below such comment.

In preparing the below response, we acknowledge that the Company and management are responsible for the adequacy and accuracy of the disclosures within the filing and that staff comments or changes to disclosure made by the Company in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings and further that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Form 10-K for the Fiscal Year Ended March 31, 2012.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16,

Results of Operations, Page 20

General

1.

You state, “Gross margins during fiscal 2012 were lower due to the erosion of substantially all estimated gross profit plus $2.4 million of contract losses incurred on new first article production and prototyping at Ranor.” However, you do not discuss why gross profit dollars have eroded, nor do you explain the increase in cost of sales for fiscal 2012.  Please advise and revise future filings accordingly.

Company Response:

In our Form 10-K we did acknowledge that gross margins during fiscal 2012 were 15.3%, compared to 30.7% for the same period in fiscal 2011, and that gross margin in any reporting period is impacted by the mix of services we provide on projects completed within that period.  In addition, we also disclosed that gross margins during fiscal 2012 were lower due to the erosion of substantially all estimated gross profit, plus $2.4 million of contract losses incurred on certain first article production and prototyping contracts at Ranor.  These two factors comprise the $5.8 million increase in costs of sales for fiscal 2012.  The contract losses cited in the Form 10-K were incurred on certain contracts involving prototyping and first article production primarily for three customers in three sectors (commercial/industrial, alternative energy, defense).  As work on the contracts progressed, significant incremental costs were incurred related to production complexities for which contract modifications and change orders ultimately were unable to be passed on to the customers.   These incremental costs caused not only the erosion of the original estimated contract gross margin but additional costs incurred to complete the contracts triggered contract losses as contract costs ultimately exceeded the contracts’ quoted price.   In earlier fiscal 2012 filings, the Company disclosed a trend of taking on a heavy volume of first article and prototyping work in an effort to repurpose the Company’s U.S. manufacturing capacity as a result of the transfer of the production of solar chambers for the Company’s largest customer from the U.S. to the Company’s wholly owned subsidiary in China, Wuxi Critical Mechanical Components Co. Ltd.  The volume of first article and prototype production at the Company’s U.S. facility in fiscal 2012 was episodic in nature and occurred as the result of the Company’s largest customer shifting production from the U.S. to China to be nearer to that customer’s end markets.   The Management’s Discussion and Analysis of the Financial Condition and Results of Operations in the Form 10-K (the “MD&A”) was intended to highlight the significant financial impact that the limited number of loss contracts had on the comparability of the Company’s reported gross margins through the cumulative effect of erosion of the estimated gross margins on the loss contracts and the contract losses themselves.   To the extent this impacts comparability in fiscal 2013 or we encounter material contract losses in the future, we will highlight, in an expanded manner, the factors contributing to both margin erosion and contract losses incurred on applicable contracts.

Liquidity and Capital Resources, page 22

Contractual Obligations, page 15

2.

We note from page F-13 that costs incurred on uncompleted contracts and billings on uncompleted contracts each increased 37% during fiscal 2012, compared to an increase in sales of only 3%. Please tell us and revise future filings to: i) explain the reasons for the increases in these accounts; and ii) quantify how much of the costs incurred on uncompleted contracts at March 31, 2012 and June 30, 2012 were subsequently billed and collected.

-2-

Company Response:

We have continued to provide a roll-forward of costs incurred on uncompleted contracts and billings on uncompleted contracts.   In addition, we have added disclosure in our Quarterly Report on Form 10Q for the period ended September 30, 2012 (the “September Form 10-Q”) that highlights the fact that the balance of costs incurred on uncompleted contracts will be billed and collected from customers as production billing milestones are achieved and when the orders are completed and delivered to the customer.  Generally, production, billing and collection cycles are completed on uncompleted contracts within one to twelve months of any balance sheet date.  The time required to fulfill an uncompleted contract is generally dependent upon the duration of the production cycle needed to complete a component or system to specifications outlined in that customer’s specific engineering design.

All of the production we do on behalf of customers is based upon firm orders to custom manufacture our customers’ specific engineering designs.  Accordingly, we do not produce for nor sell from inventory.  The increase in costs incurred on uncompleted contracts and billings on uncompleted contracts at March 31, 2012 represent increased production activity and progress billing activity on production orders in process but not completed at March 31, 2012.  The primary driver of the increase in costs incurred on uncompleted contracts at March 31, 2012 compared to the prior year is approximately $1.0 million of accumulated contract costs on in progress contracts with a defense sector customer.  The increase in deferred revenue as of March 31, 2012 compared to the prior year balance is attributed to an increase in open contracts and advance billings on orders with customers in the medical device sector.

Sales increased by 3% in fiscal 2012 as sales to customers in the alternative energy sector declined by $5.7 million due to lesser demand from the solar industry while sales to customers in the commercial and industrial sector increased by $5.8 million offsetting the alternative energy decline.  The increase in sales was primarily due to $1.9 million of increased sales to nuclear customers and a $0.2 million increase in sales to defense customers partially offset by a $0.7 million decline in sales to customers in the medical device sector.  The product mix for costs incurred on uncompleted contracts and advance billings at March 31, 2012 included a higher percentage of contracts in process for defense and medical device customers which had longer production cycle times than the solar furnaces that comprised the majority of open contracts at March 31, 2011.  The longer production cycle times for open contracts at March 31, 2012 were the primary reason that the percentage increase in costs incurred on uncompleted contracts and billings did not correlate with the increase in sales.

Debt Facilities, page 23

3.

You disclose that in connection with the Eleventh Amendment to the Revolving Note that the leverage ratio covenant remained in effect. Please tell us and revise future filings to disclose your actual leverage ratios at March 31, 2012 and June 30, 2012. We note from page 11 of the June 30, 2012 Form 10-Q only that you were “in compliance” therewith at June 30, 2012. In future filings as applicable, please revise to disclose the required minimum/maximum ratios or amounts for each of your financial covenants and the actual ratios or amounts achieved for each financial covenant as of the most recent balance sheet date. This disclosure will allow an investor to easily understand your current status in meeting your financial covenants. Refer to Sections 501.13.b.2 and 501.13.c. of the Financial Reporting Codification for guidance.

Company Response:

The leverage ratio covenant in effect at March 31, 2012 and June 30, 2012 required that the Company maintain a leverage ratio of less than 2:1.  The actual leverage ratios at March 31, 2012 and June 30, 2012 were 1:1 and 1.3:1, respectively and therefore the Company was in compliance with the leverage ratio covenant on those dates.   In the September Form 10-Q, we have incorporated disclosures that highlight all financial covenant ratios required, including the leverage ratio and these disclosures specifically cite the financial ratios achieved as of the most recent balance sheet date.   We will comply with the disclosure guidance in Sections 501.13.b.2 and 501.13.c in future filings and ensure that our disclosures cite applicable financial covenant ratios required as well as disclose the actual ratios or amounts achieved for each financial covenant as of the most recent balance sheet date.

-3-

The table below highlights the required debt covenant financial ratio as well as the actual ratio achieved as of March 31, 2012:

Financial Ratio Description

Covenant Ratio Required

Actual Ratio Achieved at 3/31/2012

Leverage ratio

No greater than 2:1

1:1

Fixed charge coverage ratio

No less than 1.25:1

Waived (Operating Loss)

Interest coverage ratio

No less than 2:1

Waived (Operating Loss)

4.

You also disclose, “Without the execution of the Eleventh Amendment for the applicable periods the Company would have been required to reclassify all of its long-term debt as a current liability at March 31, 2012. In addition, if the lender had demanded repayment and caused the debt to be considered a short-term obligation, the Company would have been unable to pay the obligation because the Company does not have existing facilities or sufficient cash on hand to satisfy these obligations.” Please explain to us your basis for not reclassifying this long-term debt to a current liability at March 31, 2012. Refer to ASC 470-10-45-1 and 470-10-55-6. Regarding the latter ASC reference, explain your basis for your statement on page 24 that you believe you will remain in compliance with all of the revised covenants through at least June 30, 2013. We may have further comment.

Company Response:

The contract losses incurred during fiscal 2012 eroded the Company’s earnings before interest and taxes (“EBIT”) to the point where EBIT derived debt covenants were not met as of March 31, 2012.  The Company obtained a waiver for the failure to comply with the fixed charge coverage ratio and the interest coverage ratio covenants at March 31, 2012.  In addition, the Eleventh Amendment also waived the covenant testing requirements related to the ratio of earnings available to cover fixed charges and interest coverage ratio covenant for the fiscal quarters ended June 30, 2012 and September 30, 2012.  These contract losses were isolated to certain contracts that have been closed out as of September 30, 2012.   The Company has taken measures to limit the risk of contract losses on future contracts and believes the losses incurred on certain first article production and prototyping contracts during fiscal 2012 were an artifact of abruptly transitioning its U.S. manufacturing capacity from a heavy reliance on a single customer and the solar industry to a more diversified base of customers in other sectors.   This abrupt transition of manufacturing capacity from a solar product line to other product and customer opportunities in the U.S. was driven by our largest customer’s need to transition production from the U. S. to China in order to migrate its supply chain closer to its end markets and customers.

-4-

Both ASC 470-10-45-1 and 470-10-55-6 require current classification for debt in situations where a covenant default has been waived or a covenant has been modified and it is probable that the borrower will fail to meet the same debt covenant or more restrictive requirements at dates subsequent to the balance sheet and within 12 months of the balance sheet date.   The Company maintained a non-current classification of the Company’s debt obligations at March 31, 2012 as it was not probable that the Company would fail to meet covenant requirements defined in the Eleventh Amendment for periods subsequent to March 31, 2012.  Based upon the Company’s backlog at March 31, 2012, including a higher percentage of favorable margin products and the isolated losses incurred on certain first article production and prototyping contracts in the U.S. during fiscal 2012 concluding as of September 30, 2012, the Company projects meeting its debt covenant requirements outlined in the Eleventh Amendment on measurement dates of June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2012.   Additionally, the Company’s term note is also scheduled to be fully repaid on March 1, 2013 removing the related term note debt service impact from covenant requirements subsequent to March 2013.

5.

Finally, you state that “Although there will be no testing of the ratio of earnings available to cover fixed charges and the interest coverage covenant testing for the fiscal quarters ended at June 30 and September 30, 2012, the Bank will require that the Company have EBIT (earnings before interest and taxes) greater than $1 for the fiscal quarter ended September 30, 2012.” Please tell us and revise future filings accordingly to state the adverse consequences should your EBIT not be greater than $1 as of September 30, 2012. In this regard, we note you have reported apparent loss before interest and taxes for at least each of the two quarters ended June 30, 2012.

Company Response:

The consequence of failing to meet the $1 EBIT requirement at September 30, 2012 as outlined in the Eleventh Amendment and not obtaining a waiver for such noncompliance would be the same potential debt acceleration risks outlined within the MD&A relative to the other financial covenants.  The Company did subsequently meet the greater than $1 EBIT covenant for the quarter ended September 30, 2012.   In the September Form 10-Q for the quarter ended September 30, 2012, we have modified the disclosures within the Debt Facilities segment of Liquidity and Capital Resources section to make it more evident that debt acceleration and debt reclassification could be triggered by events of default on any of the Company’s financial debt covenants if such events of default are not waived by the lender, including the covenant to maintain an EBIT level of greater than $1 at September 30, 2012.  In future filings we will ensure that the adverse consequences associated with any unwaived covenant defaults are clearly outlined within the MD&A section for the reader.

The losses reported for the quarters ended March 31,

November 1, 2012

Via E -mail
Mr. Richard F. Fitzgerald
Chief Financial Officer
TechPrecision  Corporation
3477 Corporate Parkway, Suite 140
Center Valley, PA 18034

Re: TechPrecision Corporation
 Form s 10-K and 10 -K/A
Filed July 16 , 2012
File No. 0-51378

Dear Mr. Fitzgerald :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand  your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, ple ase tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K/A filed July 16, 2012

Management’s Discussion and Analysis, page 16

Results of Operations, pa ge 20

1. You state , “Gross margins during fiscal 2012 were lower due to the erosion of
substantially all estimated gross profit plus $2.4 million of contract  losses incurred on
new first article production and prototyping at Ranor.”  However, you do not discu ss why
gross profit dollars have eroded, nor do you explain the increase in cost of sales for fiscal
2012.  Please advise and revise future filings accordingly.

Liquidity and Capital Resources, page 22

2. We note from page F -13 that costs incurred on unc ompleted contracts and billings on
uncompleted contracts each increased 37% during fiscal 2012, compared to an increase in

Mr. Richard F. Fitzgerald
TechPrecision  Corporation
November 1 , 2012
Page 2

 sales of only 3%.  Please tell us and revise future fi lings to: i) explain the reason s for the
increases in these accounts; and ii)  quantify how much of the costs incurred on
uncompleted contracts at March 31, 2012 and June 30, 2012 were subsequently billed
and collected.

Debt Facilities, page 23

3. You disclose that in connection with the Eleventh Amendment to the Revolving Note that
the leverage ratio covenant remained in effect.  Please tell us and revise future filings to
disclose your actual leverage ratios at March 31, 2012 and June 30, 2012.  We note from
page 11 of the June 30, 2012 Form 10 -Q only that you were “in compliance” t herewith at
June 30, 2012.  In future filings as applicable, please revise to disclose the required
minimum/maximum ratios or amounts for each of your financial covenants and the actual
ratios or amounts achieved for each financial covenant as of the most recent balance sheet
date.  This disclosure will allow an investor to easily understand your current status in
meeting your financial covenants.  Refer to Sections 501.13.b.2 and 501.13.c. of the
Financial Reporting Codification for guidance.

4. You also dis close , “Without the execution of the Eleventh Amendment for the applicable
periods the Company would have been required to reclassify all of its long -term debt as a
current liability at March 31, 2012. In addition, if the lender had demanded repayment
and c aused the debt to be considered a short -term obligation, the Company would have
been unable to pay the obligation because the Company does not have existing facilities
or sufficient cash  on hand to satisfy these obligations.”  Please explain to us your bas is
for not reclassifying this long -term debt to a current liability at March 31, 2012.  Refer to
ASC 470 -10-45-1 and 470 -10-55-6.  Regarding the latter ASC reference, explain your
basis for your statement on page 24 that you believe you will remain in comp liance with
all of the revised covenants through at least June 30, 2013.  We may have further
comment.

5. Finally, you state that “Although there will be no testing of the ratio of earnings available
to cover fixed charges and the interest coverage covenant testing for the fiscal quarters
ended at June 30 and September 30, 2012, the Bank will require that the Company have
EBIT (earnings before interest and taxes) greater than $1 for the fiscal quarter ended
September 30, 2012.”  Please tell us and revise futu re filings accordingly to state the
adverse consequences should your EBIT not be greater than $1 as of September 30, 2012.
In this regard, we note you have reported apparent loss before interest and taxes for at
least each of the two quarters ended June 3 0, 2012.

Note 2 – Significant Accounting Policies, page F -8

6. We note the Reclassification section herein, which mentions “costs incurred on
uncompleted contracts, in excess of progress billings and accrued expenses on the
consolidated balance sheet, prov ision for contract losses and costs incurred on

Mr. Richard F. Fitzgerald
TechPrecision  Corporation
November 1 , 2012
Page 3

 uncompleted contracts, in excess of progress billings on the consolidated statement of
cash flows, and Notes 4 and 7  have been adjusted to conform to the current year
presentation.” Please tell us and revise future filings to clearly disclose how the prior year
presentations have been conformed to the current year presentations.  Also, tell us and
revise future filings, for each project for which a material loss has been recorded: i)
describe the nature of the project and the custom er; ii) the date the project commenced
and the estimated completion dates; iii) the total value of the project; iv) the profit/loss
recorded to date; v) the estimated costs to completion; and vi) the material factors causing
the loss and the factors constr aining the Company’s ability to manage these factors.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our c omments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not forecl ose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
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    seccorr070811_techprecision.htm

July 8, 2011

Via EDGAR

Nicholas P. Panos

Senior Special Counsel

Office of Mergers & Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-6010

Re:          TechPrecision Corporation

Schedule TO-I

Filed June 29, 2011

File No. 005-81009

Dear Mr. Panos:

We are writing to respond to the comment letter dated July 5, 2011 (“Letter”) from the staff of the Securities and Exchange Commission’s (“Commission”) Division of Corporation Finance (“Staff”) regarding our Schedule TO-I filed with the Commission on June 29, 2011 (“Schedule TO-I”).  We appreciate the purpose of the review process and seek in our response to meet the objectives of complying with all applicable disclosure requirements and enhancing the overall disclosures in our filings.  To assist in your review, we have typed the text of the Staff’s comments in advance of each of our responses below.  As requested in the Letter, we have attached as Exhibit A an acknowledgement of the issuer, executed by Richard Fitzgerald, our Chief Financial Officer.

Schedule TO-I

Exhibit (a)(1)(i) – Offer to Amend

General

1.

The initial expiration date of the offer has been stated in error in numerous locations, as has the length of the initial offering period.  To the extent the offer has been correctly schedule to expire on July 28, 2011, please revise to indicate the day of expiration is a Thursday and not a Friday.  In addition, the offer appears to have commenced on June 29.  If the offer commenced on June 29 and expires on July 28, the offer period will extend beyond 20 full business days.  Please make corresponding revisions throughout the offer document to the extent necessary.

Response:    The Offer to Amend and Election Form have been revised to indicate that the initial offering period expires on a Thursday and that it is for more than 20 business days.

Potential Risks and Disadvantages of the Offer, page 7

2.

Revise to expressly state the consequences to the option holders if the “Incentive Stock Option Status” is lost.  Refer to Item 11 of Schedule TO and corresponding Item 1011(b) of Regulation M-A.

Response:  The Potential Risks and Disadvantages of the Offer section of the Offer to Amend has been revised to state the consequences to option holders if the incentive stock option status is lost.

3.

Revise to briefly summarize the risks to any security holder of not participating in the offer and thereby maintaining the staus quo with respect to existing options.

.

Response: The Potential Risks and Disadvantages of the Offer section of the Offer to Amend has been revised to indicate the risk of not participating in the offer.

Procedures for Accepting Offer, page 7

4.

We noticed the assertion that determinations made by the issuer regarding the validity of tenders will be final and binding.  Revise to indicate that option holders may challenge the issuer’s determination in a court of competent jurisdiction.

Response:  The Procedures for Accepting the Offer section of the Offer to Amend has been revised to indicate that the issuer’s determination with regard to the validity of tenders may be challenged in a court of competent jurisdiction.

Withdrawal Rights, page 8

5.

Please revise to state the existence of withdrawal rights that option holders have available pursuant to Rule 13e-4(f)(2)(ii).

Response:  The Withdrawal Rights section of the Offer to Amend has been revised to include the withdrawal rights available pursuant to Rule 13e-4(f)(2)(ii)

Conditions of the Offer, page 8

6.

We note the representation that issuer may assert the conditions regardless of circumstances, including any action or inaction by the issuer giving rise to such condition.  All offer conditions must be reasonably specified and outside the control of the issuer.  Please revise.

Response:  The Conditions of the Offer section of the Offer to Amend and the offer itself has been revised such that only those conditions outside the control of the issuer are applicable to the offer.

7.

We note the representation that the determination of whether a condition has been satisfied will be within the “sole judgment” of the Board, and that one of these conditions relates to the Board’s discretion to conclude that the offer is not in the best interests of the issuer.  All offer conditions must be reasonably specified and outside the control of the issuer.  Please revise..

Response: The Conditions of the Offer section of the Offer to Amend and the offer itself has been revised to remove conditions which are at the discretion of the issuer’s board and such that only those conditions outside the control of the issuer are applicable to the offer.

Extension of the Offer; Termination; Amendments, page 10

8.

The disclosure in this section indicates the issuer reserves the right to terminate the offer “in its sole discretion” prior to the date of termination.  Please revise to remove the implication that the offer may be terminated at any time and for any reason and regardless of whether any offer conditions have been triggered..

Response:  The Extension of the Offer; Termination; Amendments section of the Offer to Amend has been revised to indicate that the offer may only be terminated upon the occurrence of a condition set forth in Section 8, which conditions are beyond the control of the issuer.

Miscellaneous, page 10

9.

The disclosure implies that the offer is not being made to, and tenders will not be accepted from, certain option holders who reside in a jurisdiction where the issuer cannot comply with that jurisdiction’s applicable law.  The all-holders provision in Rule 13e-4(f)(8)(i) requires that the tender offer be open to all target security holders, including persons located in foreign jurisdictions.  While the issuer is not required to disseminate the offer materials in jurisdictions outside of the United States, the statement that tenders from security holders in certain jurisdictions will not be accepted is impermissible.  See Section II.G.1 of Release No. 34-58597.  To the extent that the issuer intended to limit the offer solely in reliance on Rule 13e-4(f)(9)(ii), please clarify that point in any response letter, but otherwise please revise to ensure compliance with Rule 13e-4(f)(8).

Response:  The issuer intends to make the offer to all option holders.  As such the Offer to Amend has been revised to remove Section 15, Miscellaneous.

Concurrent with the submission of this letter, we have filed a revised Schedule TO-I reflecting the revisions discussed above. We appreciate any assistance and all cooperation, and look forward to hearing from you.  Should you have any questions regarding any of our responses, please do not hesitate to call or email the undersigned (484-693-1702; Fitzgeraldr@techprecision.com) or our outside counsel, Scott Jones, of Pepper Hamilton LLP (610-640-7830; jonessr@pepperlaw.com).

Sincerely,

/s/ Richard Fitzgerald

Richard Fitzgerald

Chief Financial Officer

Copies:  William Scari, Pepper Hamilton LLP

Scott Jones, Pepper Hamilton LLP

Exhibit A

July 8, 2011

Nicholas P. Panos

Senior Special Counsel

Office of Mergers & Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-6010

Re:          TechPrecision Corporation

Schedule TO-I

Filed June 29, 2011

File No. 005-81009

Dear Mr. Panos:

My name is Richard Fitzgerald and I am the Chief Financial Officer of TechPrecision Corporation, a Delaware corporation (the “Company”), and in such capacity an authorized representative of the Company.

As requested on page 3 of comment letter dated July 5, 2011 (“Letter”) from the staff of the Securities and Exchange Commission’s (“Commission”) Division of Corporation Finance (“Staff”) regarding our Schedule TO-I filed with the Commission on June 29, 2011 (“Schedule TO-I”), on behalf of the Company, I hereby acknowledge to the Staff that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the Schedule TO-I;

·

Staff comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Schedule TO-I; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

.  Should you have any questions regarding any of our responses, please do not hesitate to call or email the undersigned (484-693-1702; Fitzgeraldr@techprecision.com) or our outside counsel, Scott Jones, of Pepper Hamilton LLP (610-640-7830; jonessr@pepperlaw.com).

Sincerely,

/s/ Richard Fitzgerald

Richard Fitzgerald

Chief Financial Officer

July 5, 2011
 William Scari, Esq. Pepper Hamilton LLP 400 Berwyn Park 899 Cassatt Road Berwyn, PA 19312-1183
Re: Techprecision Corporation
 Schedule TO-I  Filed June 29, 2011  File No. 005-81009
Dear Mr. Scari:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Schedule TO-I

Exhibit (a)(1)(i) – Offer to Amend

General

1. The initial expiration da te of the offer has been stated in error in numerous locations, as
has the length of the initial offering period.  To the extent the offer has been correctly
scheduled to expire on July 28, 2011, please revise  to indicate the da y of expiration is a
Thursday and not a Friday.  In  addition, the offer appears to have commenced on June 29.
If the offer commenced on June 29 and expires on July 28, the offer period will extend beyond 20 full business days.  Please make corresponding revisions throughout the offer
document to the extent necessary.

William Scari, Esq.
Pepper Hamilton LLP
  July 5, 2011   Page 2

 Potential Risks and Disadvantages of the Offer, page 7

2. Revise to expressly state the consequences to the option holders if the “Incentive Stock
Option Status” is lost.  Refer to Item 11 of Schedule TO and corresponding Item 1011(b)
of Regulation M-A.
3. Revise to briefly summarize the risks to any security holder of not participating in the
offer and thereby maintaining the status  quo with respect to  existing options.
 Procedures for Accepting Offer, page 7

4. We noticed the assertion that determinations made by the issuer rega rding the validity of
tenders will be final and binding.  Revise to indicate that option holders may challenge
the issuer’s determinations in a court of competent jurisdiction.  Withdrawal Rights, page 8

5. Please revise to state the existence of the withdrawal rights that  option holders have
available pursuant to  Rule 13e-4(f)(2)(ii).
 Conditions of the Offer, page 8

6. We note the representation th at the issuer may assert the conditions regardless of
circumstances, including any action or inac tion by the issuer gi ving rise to such
condition.  All offer conditions must be reason ably specified and outside the control of
the issuer.  Please revise.
7. We note the representation th at the determination of wh ether a condition has been
satisfied will be within the “sole judgment” of the Board, and that one of these conditions
relates to the Board’s discretion to  conclude that the offer is not in the best interests of the
issuer.  All offer conditions must be reasona bly specified and outside the control of the
issuer.  Please revise.  Extension of the Offer; Termination; Amendments, page 10

8. The disclosure in this section indicates the is suer reserves the right to terminate the offer
“in its sole discretion” prior to the date of  termination.  Please re vise to remove the
implication that the offer may be termin ated at any time and for any reason and
regardless of whether any of the offe r conditions have been triggered.

William Scari, Esq.
Pepper Hamilton LLP
  July 5, 2011   Page 3

 Miscellaneous, page 10

9. The disclosure implies that the offer is not being made to, and tenders will not be
accepted from, certain option holders who reside  in a jurisdiction where the issuer cannot
comply with that jurisdiction’ s applicable law.  The all- holders provision in Rule 13e-
4(f)(8)(i) requires that the te nder offer be open to all target  security holders, including
persons located in foreign jurisdictions.  While the issuer is not required to disseminate the offer materials in jurisdictions outside of  the United States, the statement that tenders
from security holders in certain jurisdictions  will not be accepted is impermissible.  See
Section II.G.1 of Release No. 34-58597.  To the extent that the issuer intended to limit
the offer solely in reliance on Rule 13e-4(f )(9)(ii), please clarify that point in any
response letter, but otherwise please revise to ensure comp liance with Rule 13e-4(f)(8).

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the issuer and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the issuer
acknowledging that:
 the issuer is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the issuer may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

You may contact me at 202.551.3266 re garding any of the comments  and related matters.

Sincerely,
     /s/ Nicholas P. Panos
        S e n i o r  S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s  &  A c q u i s i t i o n s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
April 15, 2010

via U.S. mail and facsimile

Louis A. Winoski, Chief Executive Officer  Techprecision Corporation  1 Bella Drive Westminster, MA 01473
 RE: Techprecision Corporation
  Form 10-K for the Fiscal Year Ended March 31, 2009
  Filed June 25, 2009   Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
  File No. 51378
Dear Mr. Winoski:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    seccorr032609_techprecision.htm

March 26, 2010

VIA EDGAR

Terrance O’Brien

Accounting Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, N.E.

Mail Stop 4631

Washington, D.C. 20549-4631

RE:

TechPrecision Corporation

Form 10-K for the Fiscal Year Ended March 31, 2009

Filed June 25, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

File No. 51378

Dear Mr. O’Brien:

This letter is submitted on behalf of TechPrecision Corporation (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2009 (filed June 25, 2009) (the “Form 10-K”) and quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2009 (filed November 12, 2009) (the “Form 10-Q”), as set forth in your letter to the Company dated March 10, 2010. For reference purposes, the text of the comments contained in your letter dated March 10, 2010 has been reproduced herein (in bold), with the Company’s response below such comment.

Form 10-K for the Fiscal Year Ended March 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 7

General

1.

In your response to prior comment 1, you state you will provide expanded disclosure in future filings, including quantified analysis of the impact from material customer cancellations of purchase orders and other known material trends and uncertainties affecting future sales to you significant customers.  However the MD&A in your Form 10-Q for the period ending December 31, 2009, does not include an analysis of the expected impact from the cancelled orders and reduced sales to GT Solar, your largest customer.  Please refer to our prior comment and provide us with an example of disclosure you intend to include in your next quarterly report.

Company Response:

At the time of our Form 10-Q filing for the period ending December 31, 2009, we misunderstood the nature of this comment and believed it was a prospective request by the staff related to future Form 10-K filings.  Our intention was to expand the disclosure in our next Form 10-K filing for the period ending March 31, 2010.  We now appreciate that the staff intended this comment to address prospective filings on both Form 10-Q and Form 10-K.

Please find below a specific example of the disclosure we propose to include in our future quarterly and annual reports:

“The Company historically has experienced, and continues to experience, customer concentration.  In any year, it is likely that four to five significant customers (albeit not always the same customers from year to year) will account for 5% to 60% individually and up to 80% in the aggregate of our total annual revenues.  A significant loss of business from the Company’s largest customer or a combination of several of our significant customers could result in lower operating profitability and/or operating losses if the Company is unable to replace such lost revenue with revenue from other sources.  A material, sustained downturn in revenue could make it more challenging for the Company to meet debt covenants under its existing long-term debt agreements.  If the Company defaulted on such covenants and was unable to cure the defaults or obtain waivers, the lending bank could choose to accelerate payment of any amounts outstanding under various debt facilities and, under certain circumstances, the bank may be entitled to cancel the facilities.  If the bank chose to accelerate our obligations, such acceleration may cause the Company’s cash position to deteriorate or, if cash on hand were insufficient to satisfy any payment due, may require the Company to obtain alternate financing.”

We anticipate adding this type of disclosure to the portion of our MD&A that addresses customer concentration.  We recognize that the staff has encouraged us to provide quantitative disclosure where possible.   However, due to the fact that TechPrecision’s mix of business-by-industry and customer type can shift from period to period, it is difficult to provide meaningful quantitative analysis of the impact of material customer cancellations beyond indicating that the revenue that we would otherwise anticipate receiving would not materialize in the event of a cancellation.  We currently disclose our largest two to three significant customers who account for 10% or more of our revenue within any reporting period.

By way of illustration of the difficulty in predicting our customers’ needs, trends within the solar industry—in which our largest current customer operates—have been volatile and difficult to predict during the preceding fourteen months due to the global economic downturn.  Accordingly, we have been reluctant to provide guidance on trends within the solar sector and the potential impact of those trends on our business.

*    *    *    *

-2-

The Company appreciates the Staff’s attention to the review of the Form 10-K and Form 10-Q.  Please do not hesitate to contact the undersigned or Richard F. Fitzgerald, the Company’s Chief Financial Officer, at (302) 656-7580, if you have any questions regarding this letter.

Sincerely,

/s/ Louis A. Winoski

Louis A. Winoski

Chief Executive Officer

TechPrecision Corporation

cc:           Ms. Tracey McKoy (SEC Division of Corporate Finance)

Mr. Richard F. Fitzgerald (TechPrecision Corporation)

Mr. William A. Scari, Jr. (Pepper Hamilton LLP)

 -3-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 10, 2010

via U.S. mail and facsimile

Louis A. Winoski, Chief Executive Officer  Techprecision Corporation  1 Bella Drive Westminster, MA 01473
 RE: Techprecision Corporation
  Form 10-K for the Fiscal  Year Ended March 31, 2009
  Filed June 25, 2009   Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
  File No. 51378
Dear Mr. Winoski:

We have reviewed your response letter  dated February 26, 2010 and have the
following additional comment. If you disagree, we will consider your explanation as to
why our comment is inapplicable.   Form 10-K for the Fiscal Year Ended March 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 7
 General

1. In your response to prior comment 1, you state you will provide expanded
disclosure in future filings, including a quantified analysis of the impact from material customer cancellations of purc hase orders and other known material
trends and uncertainties affecting future  sales to your significant customers.
However, the MD&A in your Form 10-Q for the period ending December 31, 2009, does not include an analysis of the expected impact from the cancelled orders and reduced sales to GT Solar, your  largest customer.  Please refer to our
prior comment and provide us with an  example of disclosure you intend to
include in your next  quarterly report.

*    *    *    *

Mr. Winoski
Techprecision Corporation  March 10, 2010 Page 2
As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response. Please file your response letter on EDGAR.
Please understand that we may have additiona l comments after reviewing your response
to our comment.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    seccorr022610_techpre.htm
 Electronic Filing Services Corp.-->

    February
26, 2010

    VIA
EDGAR

    Terrance
O’Brien

    Accounting
Branch Chief

    Division
of Corporate Finance

    Securities
and Exchange Commission

    100 F.
Street, N.E.

    Mail Stop
4631

    Washington,
D.C. 20549-4631

              RE:

              TechPrecision
      Corporation

              Form
      10-K for the Fiscal Year Ended March 31, 2009

              Filed
      June 25, 2009

              Form
      10-Q for the Fiscal Quarter Ended September 30, 2009

              File
      No. 51378

    Dear Mr.
O’Brien:

    This
letter is submitted on behalf of TechPrecision Corporation (the “Company”) in response to the
comments that you provided on behalf of the staff of the Division of Corporate
Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to
the Company’s annual report on Form 10-K for the fiscal year ended March 31,
2009 (filed June 25, 2009) (the “Form 10-K”) and quarterly
report on Form 10-Q for the fiscal quarter ended September 30, 2009 (filed
November 12, 2009) (the “Form
10-Q”), as set forth in your letter to the Company dated January 25,
2010. For reference purposes, the text of the comments contained in your letter
dated January 25, 2010 has been reproduced herein (in bold), with the Company’s
response below such comment.

    Form 10-K for the Fiscal
Year Ended March 31, 2009

    Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
7

    General

              1.

              We
      note GT Solar, your largest customer, cancelled the majority of its open
      purchase orders, reducing the total purchase commitment by approximately
      $16.8 million in April 2009.  In future filings please provide a
      quantified analysis of the impact on current periods and the expected
      impact on future operations from the cancellation of the purchase orders
      and other known material trends and uncertainties affecting future sales
      to this customer.  Your analysis should also address the
      potential impact on your ability to fund operations, service debt
      obligations, comply with covenants, use fund sunder lines of credit,
      etc.  Refer to Section 501.04 and 501.12 of the Financial
      Reporting Codification for
guidance.

        -1-

    Company
Response:

    In future
filings, we will provide a quantified analysis of the impact on current periods
and the expected impact on future operations from material customer
cancellations of purchase orders and other known material trends and
uncertainties affecting future sales to our significant customers. Our MD&A
will include a discussion of the known trends and uncertainties that have had a
favorable or unfavorable material effect on revenue, operating income or net
income and the relationship between revenue and the costs of the revenue. Also,
we will disclose, if known, the range of likely effects on future results if
certain events are reasonably likely to occur and would have a material
effect.

    Contractual Obligations,
page 15

              2.

              To
      increase the transparency of cash flow, in future filings please revise
      your table on contractual obligations to include scheduled interest
      payments.  To the extent that the interest rates are variable
      and unknown, you may use your judgment to determine whether to include
      estimates of future variable rate interest payments in the table or in a
      footnote to the table.  Regardless of whether you decide to
      include variable rate estimated interest payments in the table or in a
      footnote, you should provide appropriate disclosure with respect to your
      assumptions.

    Company
Response:

    In future
filings, we will revise our disclosure of contractual obligations to include
scheduled interest payments and the underlying assumptions used to determine
estimates of future variable rate interest payments.

    Note 12 – Capital Stock,
page F-21

              3.

              In
      future filings, please disclose the number of common shares underlying
      shares of preferred stock outstanding at the end of the period, based on
      the current conversion rate (i.e. the number of common shares the
      preferred stock is convertible into).  Also, please disclose the
      number of warrants outstanding as of the end of the
      period.  Please provide us with a detailed schedule supporting
      your diluted EPS calculation for the year ending March 31, 2009, and the
      six months ending September 30,
2009.

    Company
Response:

    In our
future filings we will disclose the number of common shares underlying shares of
preferred stock outstanding at the end of the period, based on the current
conversion rate, and the number of warrants outstanding at the end of the
period.  Further, in Footnote # 10, “Capital Stock”, included in our
recent Form 10-Q for the fiscal quarter ended December 31, 2009, filed with the
commission on February 16, 2010, we included the following
disclosure:

    Based
on the current conversion ratio, there were 12,629,489 common shares underlying
the Series A Convertible Preferred Stock as of December 31, 2009. At December
31, 2009, the Company had 112,500 warrants issued and outstanding.

        -2-

    The
following tables provide a detailed calculation for the diluted earnings per
share (EPS) calculation for the year ending March 31, 2009, and the six months
ending September 30, 2009:

                  TECHPRECISION
      CORPORATION

                  COMPUTATION
      OF EARNINGS PER SHARE

                  For  the
      YEAR END 3/31/2009

                  NET
      INCOME

                   $   5,928,991

                  A

                  EPS
      BASIC

                   $            0.43

                  D=(A/B)

                  EPS
      FULLY DILUTED

                   $            0.23

                  E=(A/C)

                  AVG.
      STOCK PRICE

                   $            1.73

                  F

                  COMPUTATION
      OF

                  Period

                  Common.

                  Weighted

                  WEIGHTED
      AVG.

                  outstanding

                          Weight

                  Shares

                  Shares

                  NUMBER
      OF SHARES

                  3/31/2008

                        365.00

                  100.0%

                    12,572,995

                       12,572,995

                   Conversion
      of warrants

                  4/24/2008

                        341.00

                  93.4%

                           60,000

                              56,055

                   Conversion
      of warrants

                  4/25/2008

                        340.00

                  93.2%

                           50,000

                              46,575

                   Conversion
      of warrants

                  4/28/2008

                        337.00

                  92.3%

                         280,000

                            258,521

                   Conversion
      of preferred

                  6/10/2008

                        294.00

                  80.5%

                         125,000

                            100,685

                   Conversion
      of preferred

                  6/13/2008

                        291.00

                  79.7%

                         200,000

                            159,452

                   Conversion
      of preferred

                  6/23/2008

                        281.00

                  77.0%

                         125,000

                              96,233

                   Conversion
      of preferred

                  6/30/2008

                        274.00

                  75.1%

                           25,000

                              18,767

                   Conversion
      of preferred

                  6/30/2008

                        274.00

                  75.1%

                         248,000

                            186,170

                   Conversion
      of preferred

                  7/23/2008

                        251.00

                  68.8%

                         183,000

                            125,844

                   Conversion
      of preferred

                  10/1/2008

                        181.00

                  49.6%

                           38,518

                              19,101

                  WGT
      AVG SHS BASIC

                    13,907,513

                       13,640,397

                  B

                  DILUTIVE
      SHARES

                       12,103,760

                  WGT
      AVG SHS DILUTED

                       25,744,157

                  C

                   A

                   B

                   (A+B)
      =C

                  D

                  (D
      x C) = E

                   F

                  I

                   (E/F)
      = G

                  ((C-G)*I)
      =H

                  COMPUTATION
      OF

                  4/1/2008

                  Granted

                   Available

                Exercise

                  Treasury

                   12
      Mos. Avg

                   Days  O/S

                   Equivalent

                   Treasury

                Dilutive

                   DILUTIVE
      SHARES

                  (Exercised)

                  Balance

                   Price

                  Proceeds

                   Market
      Price

                   Weight

                  shares

                  shares

                  Options          2006,
      2007

                          371,659

                        371,659

                             0.285

                            105,923

                      1.7304

                  100%

                         61,212

                       310,447

                  Options            3/23/2009

                       150,000

                        150,000

                             0.490

                              73,500

                      1.7304

                  2%

                         42,475

                           2,151

                  Options            10/1/2008

                         22,500

                          22,500

                             1.310

                              29,475

                      1.7304

                  50%

                         17,033

                           2,733

                  Warrants            9/1/2007

                          112,500

                        112,500

                             1.400

                            157,500

                      1.7304

                  100%

                         91,018

                         21,482

                  Warrants          2/24/2006

                       4,100,000

                     (390,000)

                     3,710,000

                             0.436

                         1,617,746

                      1.7304

                  100%

                       934,878

                    2,775,122

                  Warrants          2/24/2006

                       5,610,000

                     5,610,000

                             0.654

                         3,669,361

                      1.7304

                  100%

                    2,120,485

                    3,489,515

                  Preferred
      Stk   2/24/2006

                       7,018,064

                     (722,556)

                     6,295,508

                             0.218

                         1,372,578

                      1.7304

                  100%

                       793,198

                    5,502,309

                  12,103,760

In
connection with our review of the Company’s EPS calculation, several nominal
line item calculation errors were revealed in the supporting excel spreadsheets
used to calculate the dilutive shares for purposes of the financial statements
prepared for the year ended March 31, 2009 and for the six months ended
September 30, 2009.

        -3-

      For the
year ended March 31, 2009, there were 390,000 warrants and 722,556 preferred
shares whose period outstanding was miscalculated.  The correction
added 180,891 dilutive shares, increasing the calculated fully diluted weighted
average number of shares outstanding to 12,284,651:

              3/31/2009

               A

               B

              C

              D

              (D
      x C) = E

               F

              I

               (E/F)
      = G

              ((C-G)*I)
      =H

              COMPUTATION
      OF

              Conversion

               Available

              Exercise

              Treasury

               12
      Mos. Avg

               Days  O/S

               Equivalent

              Treasury

             Dilutive

               DILUTIVE
      SHARES

              Date

              Exercised

              Balance

               Price

              Proceeds

               Market
      Price

               Weight

              shares

              shares

              Weighted
      Average shares as reported:

                     12,103,760

              Conversion
      of warrants

                   4/24/2009

                     60,000

                     60,000

                      0.43605

                           26,163

              1.730435

              24/365

                     15,119

                              2,951

              Conversion
      of warrants

                   4/25/2009

                     50,000

                     50,000

                      0.43605

                           21,803

              1.730435

              25/265

                     12,599

                              2,562

              Conversion
      of warrants

                   4/28/2009

                   280,000

                   280,000

                      0.43605

                         122,094

              1.730435

              28/365

                     70,557

                            16,067

              Conversion
      of preferred

                   6/10/2008

                     95,625

                     95,625

                      0.21800

                           20,846

              1.730435

              71/365

                     12,047

                            16,258

              Conversion
      of preferred

                   6/13/2008

                   153,000

                   153,000

                      0.21800

                           33,354

              1.730435

              74/365

                     19,275

                            27,111

              Conversion
      of preferred

                   6/23/2008

                     95,625

                     95,625

                      0.21800

                           20,846

              1.730435

              84/365

                     12,047

                            19,234

              Conversion
      of preferred

                   6/30/2008

                     19,125

                     19,125

                      0.21800

                             4,169

              1.730435

              91/365

                       2,409

                              4,167

              Conversion
      of preferred

                   6/30/2008

                   189,720

                   189,720

                      0.21800

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 25, 2010

via U.S. mail and facsimile

Louis A. Winoski, Chief Executive Officer  Techprecision Corporation  1 Bella Drive Westminster, MA 01473
 RE: Techprecision Corporation
  Form 10-K for the Fiscal  Year Ended March 31, 2009
  Filed June 25, 2009   Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
  File No. 51378
Dear Mr. Winoski:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 2  Form 10-K for the Fiscal Year Ended March 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 7
 General

1. We note GT Solar, your largest customer , cancelled the majority of its open
purchase orders, reducing the total purchase commitment by approximately $16.8
million in April 2009.  In future filings please provide a quantified analysis of the impact on current periods and the expected  impact on future operations from the
cancellation of the purchase orders a nd other known material trends and
uncertainties affecting future sales to th is customer.  Your analysis should also
address the potential impact on your abil ity to fund operations, service debt
obligations, comply with covenants, use f unds under lines of credit, etc.  Refer to
Section 501.04 and 501.12 of the Financial Reporting Codification for guidance.

Contractual Obligations, page 15

2. To increase the transparency of cash flow, in future filings please revise your
table of contractual obligations to include  scheduled interest payments.  To the
extent that the interest rates ar e variable and unknown, you may use your
judgment to determine whether to include estim ates of future variable rate interest
payments in the table or in a footnote to the table.  Regardless of whether you
decide to include variable rate estimated interest payments in the table or in a
footnote, you should provide appropriat e disclosure with  respect to your
assumptions.

Note 12 – Capital Stock, page F-21
3. In future filings, please disclose the nu mber of common shares underlying shares
of preferred stock outsta nding at the end of the pe riod, based on the current
conversion rate (i.e. the number of common shares the preferred stock is
convertible into).  Also, please disclose  the number of warrants outstanding as of
the end of the period.  Please provide us with a detailed schedule supporting your
diluted EPS calculation for the year ending March 31, 2009, and the six months
ending September 30, 2009.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 3  Exhibit 23. 1

4. It appears your consent should be date d June 24, 2009, rather than June 24, 2008.
Please amend your filing to provide a properly dated consent from your auditors.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2009
 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 16
 Liquidity and Capital Resources, page 22

5. We note that you identify the components that resulted in a si gnificant decrease in
your cash flows from operations for the six months ended September 30, 2009.  In
future filings please expand this disclosure to discuss the underlying reasons for changes in these components, with speci fic discussions for accounts receivable,
cost incurred on uncompleted contracts, accounts payable, accrued expenses and
customer advances.

Item 4T – Controls a nd Procedures, page 23

6. In your Forms 10-Q for June 30, and Se ptember 30, 2009, you disclose that your
management concluded that disclosure cont rols and procedures were effective “to
ensure that information required to be disclosed by us… is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.”  Th is is only part of the definition of
disclosure controls and procedures in Ex change Act Rule 13a-15(e).  Please tell
us whether your officers also concluded your disclosure controls and procedures
were effective at each evaluation date to  ensure that information required to be
disclosed in the reports that you file  or submit under the Exchange Act is
accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  In future filings , please include the entire definition of
disclosure controls and procedures or om it the partial definition and refer to the
rule.
*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.

Mr. Winoski
Techprecision Corporation  January 25, 2010 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3355 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

OCT ~13~2006 17: 08 S I CHENZ I A ROSS FR I EDMAN 212 930 9725 P.01/01
SICHENZIA R.OSS FRIEDMAN FERENCE LLP
i' l ' " i"'\~ r;~. t' ,1 ',,"". '.) ;'\;'i ..in,. ,
October 13, 2006
aI8vitskv~si1.com
212-981.6767(0ID)
1 BY TELECOPIER - (202) 772-9206
SusamReily, Esq.
Secunties and Exchange Commssion
100 F StreetNE, Mail Stop 3561
Washington, DC 20549
Re: Techprecision Corporation
Form SB-2, Filed August 28, 2006
File No. 333w133509
Dear Ms. Reilly:
As we discussed during our earlier conversation this morning, with respect to comment 40 of your letter
to Techprecision dated October 11, 2006, Techprecision is a contract manufacturer (through its
operating subsidiary, Ranor, Inc. http://ww.ranor.com) of large metal fabrications up to 100 tons in
size. The Company provides both large fabricating and machining operations to bring its customers'
projects to fruition. In most cases, these services are provided for one-of-a~kind projects, and therefore
no on-going production work is accorded to the operation. In some cases, however, the Company does
produces a number of the same units, however, the units have never been produced under long-term
contracts. Each project that Company completes is pursuant to an individual purchase order.
The Company performs work in many sectors, including aerospace, nuclear, shipbuilding,
militay/defense, industral machinery and alternative energy. Due to existing confidentiality agreements
with customers which (in may cases work performed at the facility is subject to national security
requirements), results in the fact that the Company is, through written agreements, unable to divulge the
names of the organizations for which it provides contract manufacturing services. One customer in
paricular, which accounted for more than 10% of the Company's revenue in the three months ended
June 30, 2006, has officially told the Company that its name in no way is to be made par of any public
anouncements or it would result in the manufacturing work being pulled from the Company and placed
with another facilty. The Company can indicate revenue amounts and industr sectors in which it
performs its services, yet it is contractually prohibited from divulging the actual names and products of
these customers. We trust this explanation adequately explains our current situation, along with meeting
the disclosure requirements of the SEC.
Please contaCt me at (212) 981-6767 if you have any questions.ver~lÍt
g(~evitsky P.C.
11~Jl!," ..,ve;'Nl.lõ '''if "I'j'-li! ÀMt!iilC£,$ J N'EW YORK. i-EW ..ORK j DC! L i:
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TOTAL P.01

CORRESP
1
filename1.htm

    Techprecision
      Corporation

    Bella
      Drive

    Westminster,
      MA 01473

    October
      3, 2007

    VIA
      FACSIMILE AND EDGAR

    Susann
      Reilly, Staff Attorney

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Techprecision
                Corporation

              Registration
                Statement on Form SB-2

              File
                No. 333-133509

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended (the “Act”), Techprecision
      Corporation (the “Company”) respectfully requests that the effective date of the
      registration statement referred to above be accelerated so that it will become
      effective at 3:00 p.m., Eastern Time, on Wednesday, October 3, 2007, or as
      soon
      thereafter as possible.

    We
      hereby
      acknowledge the following:

              ·

              that
                should the Commission or the staff, acting pursuant to delegated
                authority, declare the filing effective, it does not foreclose the
                Commission from taking any action with respect to the
                filing;

              ·

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

              ·

              the
                Company may not assert staff comments and the declaration of effectiveness
                as a defense in any proceeding initiated by the Commission or any
                person
                under the federal securities laws of the United States.

              TECHPRECISION
                CORPORATION

              By:
                /s/ James
                G. Reindl

              Name:
                James G.
                Reindl

              Title:
                Chief Executive Officer

September 14, 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 21, 2007
File No. 333-133509
10-KSB/A for the Year Ended March 31, 2007 filed September 4, 2007
10-QSB for the Quarter ended June 30, 2007 filed August 14, 2007
 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 co mments are inapplicable or revisions are
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After revi ewing this information, we may or may
not raise additional comments.

 Please understand that the purpose of our re view 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 tele phone numbers listed at th e end of th is letter.

Prospectus Summary, page 3
1. We reissue comment two of our letter dated August 8, 2007.  We continue to note
that since six months have passed from th e issuance of the warrants, they appear
to be subject to the cashless exercise provi sions.  Provide clear disclosure if true,
that the warrant holders may utilize cashles s exercise of the warrants at any time

James G. Reindl, Chief Executive Officer
Techprecision Corporation
September 14, 2007 Page 2
prior to the effectiveness of  the registration statement.  Lastly, update as of the
most recent practicable date the amount of warrants subject to this registration
statement that have elected cashless exercise  or that have indicated they will elect
cashless exercise prior to th e effectiveness of the regist ration statement.  If none,
clearly state in the prospectus.

Risk Factors, page 8

Because of the nature of our business, we are subject to environmental regulations, and
our failure to comply with these regulations could result in increased costs as well as
penalties for violation of these regulations, page 11

1. Please revise the heading of this risk factor to clarif y that, in the past, you have
not complied with all regulations and th at, consequently, you have previously
experienced increased costs and penalties.

2. Please disclose in this risk factor that  the EPA alleged separate violations under
the Clean Water Act and the Emergenc y Planning and Community Right-to-
Know Act for separate events and di scuss the tentative settlement.

Principal Stockholders, page 51

3. Please identify more fully in this section, and file as an exhibit, the agreement
which resulted in the March 20, 2007 transf ers of shares to Martin Daube from
Redstone Capital Corporation and Messrs.  Levy and Youtt.  Also, disclose any
principal terms of the agreement which you have not already discussed in this
section.

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 furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested suppl emental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those requesting acceleration
are aware of their re spective responsibilitie s under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

James G. Reindl, Chief Executive Officer
Techprecision Corporation
September 14, 2007 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at leas t two business days in advance of the requested effective
date.

 You may contact Ethan Horowitz (202) 551-3311 if you have questions regarding
comments on the financial statements and related matters.  Please contact Susann Reilly at (202) 551-3236 with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  Asher S. Levitsky, Esq.
By facsimile to (212) 930-9724

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. .

Techprecision Corporation
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

Techprecision Corporation
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.

Techprecision Corporation
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.

Techprecision Corporation
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.

Techprecision Corporation
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

August 8, 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, Amendment 3 filed July 6, 2007
File No. 333-133509
1934 Act Forms:
8-K’s dated 2-08-07, 2-20-07 and 6-26-07;
10-QSB filed 12-14-07 for the Quarter Ended 12-31-06;
10-KSB/A filed 6-15-07 for Year Ended 3-31-06;
10-QSB/A filed 6-15-07 for the Quarter Ended 6-30-06;
10-QSB/A filed 6-15-07 for th e Quarter Ended 9-30-06;
10-QSB/A filed 6-15-07 for th e Quarter Ended 12-31-06; and
10-KSB initial filing on 7- 02-07 for Year Ended 3-31-07
 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 co mments are inapplicable or revisions are
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After revi ewing this information, we may or may
not raise additional comments.

 Please understand that the purpose of our re view 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 tele phone numbers listed at th e end of th is letter.

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 2
General
1. We reissue comment four of our letter  dated January 19, 2007.  Please file on
EDGAR a marked copy with each amendment reflecting the changes made in that amendment.

Prospectus Summary, page 3
2. We note your response to comment seven of  our letter dated Ja nuary 19, 2007.  It
appears that since six months have passed from the issuance of the warrants they
may be subject to the cashless exercise pr ovisions.  Provide clear disclosure if
true, that the warrant holders may utilize cashless exercise of the warrants at any point prior to the effectiven ess of the registration statem ent.  Lastly, update as of
the most recent practicable date the amount  of warrants subject to this registration
statement that have elected cashless exercise  or that have indicated they will elect
cashless exercise prior to effectiven ess of the registration statement.
3. We note that you indicate you have  10,049,000 shares of common stock
outstanding.  The principal shareholders  table seems to reflect over 11 million
shares held by affiliates.  If individuals he ld in the table are deemed the beneficial
owners of the same shares or if any of the amount reflected in the table relates to warrants or other securities that reflect the right to acquire common stock, please
clearly reflect in a footnote to the principal stockholders table.

Risk Factors, page 8
4. The prior risk factor relating to the ba nkruptcy of your predecessor would appear
to still be a material risk, especially in  light of the net income for only the recent
fiscal year and the increased costs to the company upon its commencement as a reporting company, as clearly indicated in the risk factors section.  Therefore,
please add back the risk f actor relating to the bankruptcy of your predecessor and
discuss in greater detail the potential risk to your busine ss.  Add back disclosure
throughout the prospectus – for exampl e the MD&A and business sections.
5. Revise the last risk factor on page 10 to clearly discuss the past delays and
postponements on specific contracts, as had been discussed in earlier
amendments.  Also, revise the risk factor  to reflect the risk associated with
postponements and delays, rather than the general statemen t currently listed.

MD&A, page 22
6. We note your response to comment 17 of our letter dated January 19, 2007.  Please describe in detail what is covered by the limited guarantee.  In addition, we note that the appraisal was provided by Avery Associates.  Clarify any
relationship between Avery Associates a nd the individuals pa rticipating in the

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 3
purchase of your facilities.  Lastly, it a ppears that the short term loan has been
refinanced.  Clarify whether the limited guarantee or any other similar provisions continued or were added as part of the refinancing.  We  may have further
comment.

Business, page 37
7. We note the following statement on page 38:  “We are one of two companies
currently capable of machining one-pi ece aluminum domes to close tolerance
specifications.”  Disclose the basis fo r your assertion.  We may have further
comment.
8. We note the disclosure that in Februa ry 2007 you settled certain claims against
the escrow fund.  Disclose the claims that  resulted in the settlement and discuss
the impact it has had or may have  upon operations, as relevant.

Environmental Compliance, page 40
9. In light of the environmental concerns , consider adding a risk factor.  Add
disclosure throughout the pr ospectus – in particular in the summary and the
MD&A.  Also, disclose the remediation costs through the most recent financial
statements, March 31, 2007.
10. On page 41, please disclose whether or  not you have resolved all matters
regarding the environmental conditions in the vicinity of the metal chip bins.
11. Disclose the date the action was institute d.  Also, explain the statement that the
company will “vigorously consent the claimed penalty.”
12. We note the confidential treatment for portions of two purchase orders.  The
request for confidential treatment will be reviewed and comments will be issued
separately.
13. We reissue comment 25 of our letter dated January 19, 2007.  The discussion of
environmental compliance focuses on the non-compliance problems that the company has been made aware of, rather than discussing the cost and effects of
compliance with these laws.  For exam ple, clarify whether you have ongoing
costs associated with environmental laws  and whether material changes in these
costs are likely to change as a result of the problems identified in this section.

Executive Compensation, page 45
14. Disclose the dollar amount reflected in  all other compensation for 2007 for Mr.
Reindl that relates to payments under the management agreement to

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 4
Techprecision LLC.  Provide clear disclosu re consistent with Item 402(b)(2)(ix)
of Regulation S-B.

Recent Sales of Unregister ed Securities, page II-2
15. We reissue comment 34 of our letter  dated January 19, 2007.  Discuss the
sophistication of the invest ors in each transaction, ot her than the February 24,
2006 transaction where you clearly state th e investors are accredited investors.

Consolidated Financial Statements

General
16. Please provide a current accountant’s consent in any amendment and note the updating requirements of Item  310(g) of Regulation S-B.

Report of Independent Registered  Public Accounting Firm, F-2
17. We note the third paragraph of the audit re port refers to your financial position as
of March 31, 2006.  Please revise to provide an audited balance sh eet for that date
or advise your auditors to revise their report accordingly.

Consolidated Statement of Cash Flows, F-6
18. Tell us about your purpose of including th e notation “do you need a separate line
item for payment of mortgage loan sin ce we have a line item for the mortgage
loan” as disclosed in your cash flows from  financing activities or remove such
statement.

Exhibits
19. We note the reference on page 13 to the amended registration rights agreement.
Please file this amended agreement as an exhibit and provide cl ear disclosure of
the material terms of the amendment in the prospectus.
20. We reissue comment 37 of our letter dated January 19, 2007.  Revise the legality opinion to state the number of securities being regist ered for resale and upon
which counsel opines.

Exchange Act Filings
21. Revise the Form 10-KSB for the year ended March 31, 2007 to conform to the applicable changes to the Form SB-2.

James G. Reindl
Techprecision Corporation
August 8, 2007 Page 5
Sarbanes-Oxley Section 302 Certifications
22. Please confirm that, in all future Exchange Act filings, you will refer to your “most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report)” in paragraph 4c of  your Sarbanes-Oxley Section 302
Certifications.

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 furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested suppl emental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those requesting acceleration
are aware of their re spective responsibilitie s under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at leas t two business days in advance of the requested effective
date.

 You may contact Ethan Horowitz (2 02) 551-3311 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Susann Reilly at (202) 551-3236 with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  Asher S. Levitsky, Esq.
By facsimile to (212) 930-9725

CORRESP
1
filename1.htm

    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.

CORRESP
1
filename1.htm

    Techprecision
      Corporation

    Bella
      Drive

    Westminster,
      MA 01473

    June
      15,
      2007

    Securities
      and Exchange Commission

    Washington,
      DC 20549

    Mail
      Stop
      3561

    Attention:
       John
      Reynolds, Esq. Assistant Director

            Re:

              Techprecision
                Corporation

                Form
                  10-QSB/A for June, September and December 2006

                File
                  No. 0-51378

    Ladies
      and Gentlemen:

    Techprecision
      Corporation (the “Company”), is filing amendment No. 1 to its Form 10-QSB for
      the quarters ended June 30, September 30 and December 31, 2006 in response
      to
      the questions raised by the staff of the Commission in its letter of comments
      dated January 19, 2007 issued in connection with its registration statement
      of
      Form SB-2, File No. 333-133509. Set forth below is the Company’s response to
      comments. The comment numbers refer to the comments in the January
      19th
      letter.
      We are only responding to comments that relate to the 10-QSB/A
      filings.

    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.

    The
      MD&A in the Form 10-QSB/A for September 2006 reflects the gross margin for
      the six months ended September 30, 2006 and 2005 at 21% and 14%,
      respectively.

              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 and the nature of Mr. Levy’s limited guarantee are also
      described in the MD&A under “Overview.” Mr. Levy’s limited guaranty is
      described in the December 2006 Form 10-QSB/A, since it was issued in connection
      with the October 2006 refinancing.

        Securities
          and Exchange Commission

        June
          15,
          2007

        Page
          2

              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 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.

    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 SFAS 95. This footnote states the funds must
                be
                available for withdraw “at any time without prior notice.” Since you must
                go through a claim procedure to withdraw your funds whereby your
                request
                can be disputed and ultimately rejected, it does not appear you can
                withdraw funds 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.

    The
      statements of cash flows have been revised to exclude restricted cash from
      the
      cash and cash equivalents.

    Notes
      to the annual 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
                annual financial statements have not been amended. Please revise
                the notes
                to the annual financial statements to address our previous comments
                56,
                57, 63 and any other items noted
                below.

    The
      notes
      to the consolidated financial statements for the year ended March 31, 2006
      have
      been amended in response to the comments of the staff. In
      particular:

          ·

            The
              statements of operation disclose on its face major components of general
              and administrative expenses, with appropriate footnote
              disclosure.

          ·

            Note
              2 has been revised to correct a typographical error in the number of
              shares issued. The correct number is 7,997,000
              shares.

          ·

            In
              Note 4 has been revised to include language that the
              advance billing and deposits includes down payments for acquisition
              of
              materials and progress payments on contracts. The Company’s agreements
              with its customers allow the Company to offset the progress payments
              against the costs incurred.

    Note
      1
      - Significant 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 unit of delivery method requires the existence of a contract
                to
                provide the persuasive evidence of an arrangement and determinable
                seller’s price, delivery of the product and reasonable collection
                prospects.” However, your current disclosure does not articulate these
                points. Please revise to provide transparent disclosure addressing
                the
                four criteria outlined in SAB Topic
                13.

        Securities
          and Exchange Commission

        June
          15,
          2007

        Page
          3

    The
      footnote disclosure under “Revenue
      Recognition and Costs Incurred”
has
      been revised to state that the unit of delivery method requires the existence
      of
      a contract to provide the persuasive evidence of an arrangement and determinable
      sellers’ price, delivery of the product and reasonable collection
      prospects.
      The
      Company has written agreements with the customers that specifies contract prices
      and delivery terms . The company recognizes revenues only when the collection
      prospects are reasonable.

              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 part of the overall engineering services you
                provide. On page 26 of MD&A. you state you derive revenues from the
                fabrication of components, the precise machining of the components
                including engineering services, and the installation of such components.
                It thus appears to us there are three different, revenue streams.
                Please
                tell us if revenues from component installations are significant
                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.

    The
      Company has only one stream of revenue. The fabrication, engineering services
      and installation are three aspects of the work we perform and not different
      revenue streams. Although certain contracts may require only engineering
      services, these contracts, in the aggregate, are not material in relation to
      sales.

    Note
      9
      - Restricted Cash - Indemnification Obligations from 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.

    The
      notes
      to the financial statements reflect the costs and work relating to environmental
      compliance. In the quarter ended June 30, 2006, the Company hired an
      environmental consultant at a cost of $81,400. This consultant outlined the
      requirement for the construction of a shed to protect the Company’s machining
      chips. The Company has since constructed an appropriate shed to store scrap
      materials and protect the surrounding soil from any potential seepage. The
      Company had planned to make a claim for construction costs under the escrow
      agreement, based on a breach of the former shareholders’ (sellers’)
      representations and warranties relating to environmental compliance. This claim
      has been made and, in February 2007, the Company received $500,000 is full
      settlement of the claim.

    This
      disclosure meets the requirements of Topic 5.Y and SOP 95-1. It discloses the
      nature, cost and timing of remediation. The remediation entailed the
      construction of a shed to store scrap materials, soil remediation along with
      the
      development of hazardous spill containment plans and storm water run-off plans.
      The construction was completed at the estimated cost and the cost was paid
      from
      the funds left in escrow by the former shareholders. It is to be noted that
      there were no unasserted claims to require any accrual or might affect the
      magnitude of the contingency or uncertainties with respect to joint and several
      liability that may affect the magnitude of the contingency. The above note
      discloses the nature and the responsible parties and that the contingent expense
      of $81,400 was recovered through an indemnification arrangement and there is
      no
      uncertainty regarding the legal sufficiency of escrow funds. The time frame
      for
      the payout of the amounts is stated. It is disclosed that there is only one
      component to the liability and the amount of liability was exactly determined.
      Since the remediation was accomplished and paid for, there was no need to
      consider discounting future costs, future site restoration costs, post--closure
      costs, and monitoring commitments, or other exit costs that may
      occur.

      Securities
        and Exchange Commission

      June
        15,
        2007

      Page
        4

    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
                of
                EITF 05-4 as previously requested. With respect to your reference
                to
                section 5(e) of the warrant agreement, please note that as of March
                31,
                2006, and June 30, 2006, the warrant holder was still permitted to
                make a
                cashless exercise since the original issuance date of the warrants
                was
                February 24, 2006. As such, the instrument appears to meet the definition
                of a derivative in paragraph 6 of SFAS 133. Also, you state under
                the
                provision of section 5(e), the warrant holders will be given unregistered
                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 unregistered shares. We reiterate our request
                for you
                to explain your accounting treatment with respect to EITF
                05-4.

    The
      terms
      of the warrants themselves do not require the issuance of registered shares.
      The
      registration rights agreement does not require that the warrants be settled
      in
      registered shares. Rather, the registration rights agreement requires the
      Company to register the shares, and, failing such registration, to pay
      liquidated damages. Liquidated damages under the registration rights agreement
      are payable in shares of series A preferred stock, and not in cash, and there
      is
      a ceiling on the number of shares of series A preferred stock can be issued.
      In
      fact, the warrants, which provide that there are cashless exercise rights,
      expressly contemplate the possibility that the warrants may be settled in
      unregistered shares. Section 5(e) of the warrant reads as follows: “The
      holder of this Warrant may
      not
make
      a
      Cashless Exercise (i)
      during the six (6) months following the Original Issue Date and (ii) thereafter
      if the sale by the Holder of the Warrant Shares is covered by
      an
      effective registration statement.”
      EITF
      05-4
      applies only if there is a registration right penalty attached to the warrants.
      No liquidated damages right is attached to the warrants. Since
      the
      cashless exercise right only applies after August 24, 2007 if the Warrant Shares
      are not covered by a registration statement, the only consequence, under the
      terms of the warrant, for failing to register the Warrant Shares is that the
      holder has cashless exercise rights.

    Since
      the
      Company did not meet the required level of EBITDA for the year ended March
      31,
      2006, the conversion price of the series A preferred stock and the exercise
      prices of the two sets of warrants were reduced by 15%. This adjustment was
      made
      in the quarter ended June 30, 2006. As a result, the financial statements in
      the
      t

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
    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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

MAIL STOP 3561
                                                                          March 10, 2006

Mr. James G. Reindl
Chairman
Techprecision Corporation
1 Bella Drive
Westminster, MA  01473

Re: Techprecision Corporation
Form 8-K
Filed March 10, 2006
File No. 000-51378

Dear Mr. Reindl:

 We have reviewed your filing and have the following comments.  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 information so we may better
understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone number listed at the end of this letter.

Form 8-K filed March 10, 2006

1. Please revise to include disclosures related to the audit opinion on the financial statements for the period ended April 30, 2005 in accordance with Item 304(a)(1)(ii)
of Regulation S-B
2. Please file an updated letter from Marcum & Kliegman LLP as an Exhibit 16 in
accordance with Item 304(a)(3) of Regulation S-B. This letter should reflect their
agreement or disagreement with any disclosures in your amended Form 8-K filing.

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to

James G. Reindl
March 10, 2006
Page 2

provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested 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 urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;
and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3390

      S i n c e r e l y ,

      Brian K. Bhandari
      Staff Accountant