Exhibit
      3.1





**CERTIFICATE
      OF INCORPORATION**





**OF**





**LOUNSBERRY
      HOLDINGS II, INC.**





(Pursuant
      to Section 102 of the Delaware General Corporation Law)




1.
      The
      name of the corporation is LOUNSBERRY HOLDINGS II, INC. (the
      "Corporation").





2.
      The
      address of its registered office in the State of Delaware is 2711 Centerville
      Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name
      of
      its registered agent at such address is the Corporation Service
      Company.





3.
      The
      nature of the business or purposes to be conducted or promoted is to engage
      in
      any lawful act or activity for which corporations may be organized under the
      General Corporation Law of Delaware (the "DGCL").




4.
      The
      Corporation is to have perpetual existence.





5.
      The
      total number of shares of capital stock which the Corporation shall have
      authority to issue is: One Hundred Million (100,000,000). These shares shall
      be
      divided into two classes with 90,000,000 shares designated as common stock
      at
      $.0001 par value (the “Common Stock”) and 10,000,000 shares designated as
      preferred stock at $.0001 par value (the “Preferred Stock”).





The
      Preferred Stock of the Corporation shall be issued by the Board of Directors
      of
      the Corporation in one or more classes or one or more series within any class
      and such classes or series shall have such voting powers, full or limited,
      or no
      voting powers, and such designations, preferences, limitations or restrictions
      as the Board of Directors of the Corporation may determine, from time to
      time.





Holders
      of shares of Common Stock shall be entitled to cast one vote for each share
      held
      at all stockholders' meetings for all purposes, including the election of
      directors. The Common Stock does not have cumulative voting rights.





No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.





6.  The
      Board
      of Directors shall have the power to adopt, amend or repeal the by-laws of
      the
      Corporation.




7.  No
      director shall be personally liable to the Corporation or its stockholders
      for
      monetary damages for any breach of fiduciary duty by such director as a
      director. Notwithstanding the foregoing sentence, a director shall be liable
      to
      the extent provided by applicable law, (i) for breach of the director's duty
      of
      loyalty to the Corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction
      from
      which the director derived an improper personal benefit. If the DGCL hereafter
      is amended to authorize the further elimination or limitation of the liability
      of directors, then the liability of a director of the Corporation, in addition
      to the limitation on personal liability provided herein, shall be limited to
      the
      fullest extent permitted by the amended DGCL. No amendment to or repeal of
      this
      Article 7 shall apply to or have any effect on the liability or alleged
      liability of any director of the Corporation for or with respect to any acts
      or
      omissions of such director occurring prior to such amendment.










8.  The
      Corporation shall indemnify, to the fullest extent permitted by Section 145
      of
      the DGCL, as amended from time to time, each person that such section grants
      the
      Corporation the power to indemnify.





9.
      The
      name and mailing address of the incorporator is Michael F. Nertney, c/o Feldman
      Weinstein LLP, 420 Lexington Avenue, Suite 2620, New York, New York
      10170.





IN
      WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named,
      has
      executed, signed and acknowledged this certificate of incorporation this 10th
      day of February, 2005.


/s/ Michael
              F. NertneyMichael
                F. Nertney
              Incorporator







**CERTIFICATE
      OF OWNERSHIP AND MERGER**





**OF**





**TECHPRECISION
      CORPORATION**


**(a
      Delaware corporation)**





**INTO**





**LOUNSBERRY
      HOLDINGS II, INC.**


**(a
      Delaware corporation)**





Under
      Section 253 of the Delaware General Corporation Law





The
      undersigned corporation does hereby certify as follows:





FIRST:  Lounsberry
      Holdings II, Inc. (the “Corporation”) is a business corporation of the State of
      Delaware. The Certificate of Incorporation was filed with the Secretary of
      State
      on February 10, 2005.





SECOND:  The
      Corporation is the owner of all of the outstanding shares of the stock of Techprecision
      Corporation, which
      is
      also a business corporation of the State of Delaware.





THIRD:  On
      March
      3, 2006, the Board of Directors of the Corporation adopted the following
      resolutions to merge Techprecision
      Corporation into
      the
      Corporation:





RESOLVED
                thatTechprecision
                Corporationbe
                merged into this Corporation, and that all of the estate, property,
                rights, privileges, powers and franchises ofTechprecision
                Corporationbe
                vested in and held and enjoyed by this Corporation as fully and entirely
                and without change or diminution as the same were before held and
                enjoyed
                byTechprecision
                Corporationin
                its name;and
                further





RESOLVED
                that this Corporation shall assume all of the obligations ofTechprecision
                Corporation; and further





RESOLVED,
      that the officers of this Corporation be, and they and each of them hereby
      is,
      authorized, empowered and instructed to file a Certificate of Ownership and
      Merger of Techprecision Corporation into this Corporation pursuant to Section
      253 of the Delaware General Corporation Law and to take such other action as
      they may deem necessary or advisable in order to effect the merger of into
      this
      Corporation, the taking of such action to be conclusive evidence as to the
      necessity or advisability therefor; and further





RESOLVED,
      that this Corporation shall change its name to Techprecision Corporation upon
      the effectiveness of the Merger; and further





RESOLVED,
      that the merger of Techprecision Corporation shall be effective upon filing
      of
      the Certificate of Ownership and Merger with the Secretary of State of the
      State
      of Delaware; and further





RESOLVED,
      that the officers of this Corporation be, and they hereby are, authorized and
      empowered to certify as to the adoption of any or all of the foregoing
      resolutions.




Dated:
        March 3, 2006


LOUNSBERRY HOLDINGS II, INC.By:
            /s/ James
              ReindlJames
                Reindl
              Chairman
                and CEO







**CERTIFICATE
      OF AMENDMENT**


**TO**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**TECHPRECISION
      CORPORATION**





The
      undersigned, being the Chief Executive Officer of Techprecision Corporation,
      a
      corporation existing under the laws of the State of Delaware, does hereby
      certify under the seal of the said corporation as follows:





1.  The
      name
      of the Corporation (hereinafter referred to as the “Corporation”) is
      Techprecision Corporation.




2.  The
      Corporation’s certificate of incorporation was filed with the Secretary of State
      on February 10, 2005 under the name Lounsberry Holdings II, Inc.




3.  The
      name
      of the Corporation was changed to Techprecision Corporation by the filing of
      a
      certificate of ownership and merger on March 3, 2006.




4.  The
      certificate of incorporation of the Corporation is hereby amended by adding
      the
      following Article 10:




“10:
      The
      terms and conditions of any rights, options and warrants approved by the Board
      of Directors may provide that any or all of such terms and conditions may not
      be
      waived or amended or may be waived or amended only with the consent of the
      holders of a designated percentage of a designated class or classes of capital
      stock of the Corporation (or a designated group or groups of holders within
      such
      class or classes, including but not limited to disinterested holders), and
      the
      applicable terms and conditions of any such rights, options or warrants so
      conditioned may not be waived or amended or may not be waived or amended absent
      such consent.”





5.  The
      Amendment of the Certificate of Incorporation herein certified was duly adopted
      by the Corporation’s Board of Directors and a majority of the Corporation’s
      stockholders in accordance with the provisions of Sections 228 and 242 of the
      General Corporation Law of the State of Delaware.





**IN
      WITNESS WHEREOF,** the
      Corporation has caused its this Certificate of Amendment to be signed by James
      G. Reindl, its chief executive officer, this 13 th day of
      March 2007.




**Techprecision
                Corporation**By:
            /s/ James
              G.
              ReindlJames
                G. Reindl
              Chief
                Executive Officer