**U.S.
      Securities and Exchange Commission**


Washington,
      DC 20549





**Form
      10-QSB**





QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED





**June
      30, 2006**





Commission
      File Number 0-51378





Techprecision
      Corporation


(Name
      of
      small business issuer as specified in its charter)





Delaware
            
            51-0539828(State
                or other jurisdiction of incorporation)
            
            (I.R.S.
                Employer Identification No.)





One
                Bella Drive, Westminster, Massachusetts 01473(Address
                of principal executive offices)Issuer’s
                telephone number: (978)
                874-0591




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months, (or for such shorter
      period that the Registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. Yes x  No
o





Indicate
      by checkmark whether the Registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes o  No
x





As
      of
      August 10, 2006 there are 10,009,000 shares
      of
      the common stock, par value $.0001 per share, outstanding.





Transitional
      Small Business Disclosure Format (check one):     Yes oNo
x





Index





PagePart
                I. Financial InformationItem
                1. Financial StatementsUnaudited
                balance sheet at June 30, 2006
            2Unaudited
                statements of operations for the three months ended June 30, 2006
                and
                2005
            3Unaudited
                statement of stockholders’ equity for the three months ended June 30,
                2006
            4Unaudited
                statements of cash flows for the three months ended June 30, 2006
                and
                2005
            5Notes
                to financial statements
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            14Item
                3. Controls and Procedures
            22Part
                II. Other InformationItem
                6. Exhibits
            22




1




**TECHPRECISION
                CORPORATION**
              **CONSOLIDATED
                BALANCE SHEETS**





**JUNE
                30,**
            
            **MARCH
                31,****2006**
            
            **2006****CURRENT
                ASSETS******Cash
                and cash equivalents
            
            $
            679,845
            
            $
            492,801Restricted
                cash-indemnification obligation escrow
            
            
            950,000
            
            
            950,000****Accounts
                receivable, less allowance for doubtfulaccounts
                of $25,000 at June 30 and March 31, 2006 and 2005
            
            
            2,753,036
            
            
            2,481,619Other
                receivables
            
            
            24,708
            
            
            25,665Costs
                incurred on uncompleted contracts,net
                of allowance for loss and progress billings
            
            
            1,108,463
            
            
            1,306,589Inventories-
                raw materials
            
            
            221,297
            
            
            214,148Prepaid
                expenses
            
            
            220,462
            
            
            386,475Deferred
                loan costs, net
            
            
            56,825
            
            
            207,402Total
                current assets
            
            
            6,014,636
            
            
            6,064,699Property,
                plant and equipment, net
            
            
            2,472,834
            
            
            2,556,994Other
                assets deferred loan cost, net
            
            
            44,460
            
            
            46,127Total
                assets
            
            $
            8,531,930
            
            $
            8,667,820**CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            986,166
            
            $
            691,054Accrued
                expenses
            
            
            442,999
            
            
            561,848Due
                to prior shareholders under escrow obligation
            
            
            843,600
            
            
            843,600Current
                maturity of long-term debt
            
            
            576,934
            
            
            576,934Mortgage
                payable
            
            
            3,200,000
            
            
            3,300,000Total
                current liabilities
            
            
            6,049,699
            
            
            5,973,436**LONG-TERM
                DEBT**Notes
                payable- noncurrent
            
            
            3,298,185
            
            
            3,442,467**STOCKHOLDERS’
                DEFICIT**Preferred
                stock- parvalue
                $.0001 per share, 10,000,000 shares authorized,of which 9,000,000
                are
                designated as Series A Preferred Stock, with 7,719,250 shares issued
                and
                outstanding atJune 30 and March31, 2006
            
            
            2,150,000
            
            
            2,150,000Common
                stock - par value $.0001 authorized 90,000,000, 10,009,000 and 9,967,000
                issued and outstanding on June 30, and March 31, 2006,
                respectively.
            
            
            1,002
            
            
            997Paid
                in capital
            
            
            1,248,377
            
            
            1,240,821Accumulated
                deficit
            
            
            (4,215,333
            )
            
            (4,139,901
            )Total
                stockholders’ deficit
            
            
            (
                815,954
            )
            
            (
                748,083
            )$
            8,531,930
            
            $
            8,667,820




The
      accompanying notes are an integral part of the financial
      statements.


2




**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF OPERATIONS**





**Three
                months ended June 30,****2006**
            
            **2005**Net
                sales
            
            $
            4,198,530
            
            $
            5,416,838Cost
                of sales
            
            
            3,410,005
            
            
            4,503,686Gross
                profit
            
            
            788,525
            
            
            913,152Selling,
                general and administrative
            
            
            680,926
            
            
            504,639Income
                (loss) from operations
            
            
            107,599
            
            
            408,513Other
                income (expenses)Interest
                expense
            
            
            (
                183,239
            )
            
            (
                280,300
            )Interest
                income
            
            
            212
            
            
            3,014(
                183,027
            )
            
            (
                277,286
            )Income
                (loss) before income taxes
            
            
            (
                75,428
            )
            
            131,227Provision
                for income taxes
            
            
            
            
            
            (
                3,100
            )Net
                Income (loss)
            
            $
            (
                75,428
            )
            $
            128,127Weighted
                average number of shares of common stock outstanding
            
            
            9,991,462
            
            
            8,089,000Net
                income (loss) per share of common stock
            
            
            (.01
            )
            
            .02The
                accompanying notes are an integral part of the financial
                statements.




3





**TECHPRECISION
                CORPORATION*****CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS’ DEFICIT******FOR
                THE PERIOD APRIL 1, 2005 TO JUNE 30,
                2006***





Warrants
            
            Preferred
                Stock
            
            Common
                Stock
            
            Paid
                in
            
            AccumulatedOutstanding
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalApril
                1, 2005
            
            
            
            
            
            
            
            
            
            
            
            8,089,000
            
            $
            809
            
            
            392,165
            
            $
            (3,711,753
            )
            $
            (3,318,779
            )Sale
                of preferred stock and warrants
            
            
            11,220,000
            
            
            7,719,250
            
            $
            2,150,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,150,000Sale
                of common stock
            
            
            
            
            
            
            
            
            
            
            
            1,708,000
            
            
            171
            
            
            501,829
            
            
            
            
            
            502,000Issuance
                of shares of common stock for services
            
            
            
            
            
            
            
            
            
            
            
            170,000
            
            
            17
            
            
            42,483
            
            
            
            
            
            42,500Contributed
                capital
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            304,344
            
            
            
            
            
            304,344Loss
                for period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (
                428,148
            )
            
            (428,148
            )Balance,
                March 31, 2006
            
            
            11,220,000
            
            
            7,719,250
            
            $
            2,150,000
            
            
            9,967,000
            
            $
            997
            
            $
            1,240,821
            
            $
            (4,139,901
            )
            $
            (748,083
            )Shares
                issued for employee services
            
            
            
            
            
            
            
            
            
            
            
            42,000
            
            
            5
            
            
            7,556
            
            
            
            
            
            7,561Loss
                for period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (
                75,432
            )
            
            (
                75,432
            )Balance
                June 30, 2006
            
            
            11,220,000
            
            
            7,719,250
            
            $
            2,150,000
            
            
            10,009,000
            
            $
            1,002
            
            $
            1,248,377
            
            $
            (4,215,333
            )
            $
            (815,954
            )





The
                accompanying notes are an integral part of the financial
                statements.


4





**ECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**





**Three
                months ended June 30,****2006**
            
            **2005****DECREASE
                IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING
                ACTIVITIES******Net
                gain (loss) for the period
            
            $
            (
                75,432
            )
            $
            128,127****Noncash
                items included in net loss:Depreciation
                and amortization
            
            
            256,030
            
            
            103,081Shares
                issued for services
            
            
            7,561
            
            
            —****Changes
                in assets and liabilities:Accounts
                receivable
            
            
            (
                270,460
            )
            
            1,973Inventory
            
            
            (
                7,149
            )
            
            11,805Costs
                on uncompleted contracts
            
            
            198,126
            
            
            (
                304,138
            )Prepaid
                expenses
            
            
            166,013
            
            
            25,650Accounts
                payable and accrued expenses
            
            
            176,263
            
            
            (
                423,802
            )Net
                cash used in operating activities
            
            
            450,952
            
            
            (
                457,304
            )CASH
                FLOWS USED IN INVESTING ACTIVITIESPurchases
                of property, plant and equipment
            
            
            (
                19,626
            )
            
            (62,547
            )Net
                cash used in investing activities
            
            
            (
                19,626
            )
            
            (
                62,547
            )CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of notes
            
            
            (
                144,282
            )
            
            (
                1,356
            )Payment
                of mortgage note
            
            
            (
                100,000
            )
            
            --Net
                cash provided by (used in) financing activities
            
            
            (
                244,282
            )
            
            (1,356
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            187,044
            
            
            (
                521,207
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            1,442,801
            
            
            1,226,030CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            1,629,845
            
            $
            704,823




The
                accompanying notes are an integral part of the financial
                statements.


5





**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****(Continued)**





**Three
                months ended June 30,****2006**
            
            **2005**Supplemental
                Disclosures of Cash Flows InformationCash
                paid during the period for:Interest
                expense
            
            $
            189,302
            
            $
            186,972Income
                taxes
            
            
            39,088
            
            $
            3,100





In
                the three month period ended June 30, 2006, the Company issued 42,000
                shares to employees of the Company. The shares were valued at $.18
                per
                share or $7,561. The 42,000 shares are part of a total grant of 126,000
                shares which vest one-third immediately, and the remaining two-thirds
                in
                two annual installments. No officers or directors received any shares.The
                accompanying notes are an integral part of the financial
                statements.




6


**TECHPRECISION
      CORPORATION**


**NOTES
      TO FINANCIAL STATEMENTS**







**NOTE
      1. INTERIM FINANCIAL INFORMATION**


The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with accounting principles generally accepted in the
        United States of America for interim financial information and with the
        instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
        they do
        not include all of the information necessary for a fair presentation of results
        of operation, financial position, and cash flows in conformity with accounting
        principles generally accepted in the U.S. In the opinion of management, the
        condensed consolidated financial statements reflect all adjustments (consisting
        of normal recurring adjustments) considered necessary for a fair presentation
        of
        the results Techprecision Corporation and its subsidiaries for the periods
        presented. Operating results for interim periods are not necessarily indicative
        of results that may be expected for the fiscal year as a whole. The preparation
        of the financial statements in conformity with accounting principles generally
        accepted in the U.S. requires management to make estimates and assumptions
        that
        affect the reported amounts of assets, liabilities, revenues, expenses, and
        the
        related disclosures at the date of the financial statements and during the
        reporting period. Actual results could materially differ from these estimates.
        For further information, refer to the consolidated financial statements and
        notes thereto included in the Company’s Annual Report on Form 10-KSB for the
        year ended March 31, 2006. Certain prior year amounts may have been reclassified
        to conform with the presentation used in 2006.
  **NOTE
        2. NEW ACCOUNTING PRONOUNCEMENTS**
  ***FASB
        Interpretation No. 46R, Consolidation of Variable Interest Entities - An
        Interpretation of ARB51*** The FASB
        finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51 and
        various EITFs and can require consolidation of legal structures, called *Variable
        Interest Entities (VIEs)* .
        Companies with investments in *Special
        Purpose Entities (SPEs)* were
        required to implement FIN 46R in 2003; however, companies with VIEs were
        permitted to implement in the first quarter of 2004. We have a VIE, WM Realty
        Management, that we have determined will qualify for consolidation. We have
        consolidated this VIE for the period ended June 30, and March 31, 2006 and
        the
        most significant impact to our financial statements is to include the mortgage
        of $3.3 million and to eliminate the gain of $1.7 million and to show the
        land
        and building at the value on the books of Ranor prior to the
        sale.




In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of
      Accounting Research Bulletin No. 43, Chapter 4,” which adopts wording from the
      International Account Standards Board’s (IASB) LAS 2 “Inventories” in an effort
      to improve the comparability of cross-border financial reporting. The FASB
      and
      IASB both believe the standards have the same intent; however, an amendment
      to
      the wording was adopted to avoid inconsistent application. The new standard
      indicates that abnormal freight, handling costs, and wasted materials (spoilage)
      are required to be treated as current period  charges
      rather than as a portion of inventory cost. Additionally, the standard clarifies
      that fixed production overhead should be allocated based on the normal capacity
      of a production facility. The Statement is effective beginning in fiscal year
      2007. Adoption is not expected to have a material impact on our consolidated
      earning, financial position or cash flows.




In
      December 2004, the FASB issued FSP FAS 109-1, “Application of FASB Statement No.
      109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production
      Activities Provided by the American Jobs Creation Act of 2004.” The FSP
      clarifies that the manufacturer’s deduction provided for under the American Jobs
      Creation Act of 2004 (the Act) should be accounted for as a special deduction
      in
      accordance with SFAS No. 109, “Accounting for Income Taxes,” and not as a tax
      rate reduction. The Qualified Production Activities Deduction will not impact
      our consolidated earnings, financial position or cash flows for fiscal year
      2006
      because the deduction is not available to us. We are currently evaluating the
      effect that this deduction will have in subsequent years.




7




In
        December 2004, the FASB issued SFAS No. 123
        (revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123,
        “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes APB
        Opinion No. 25,
        “Accounting for Stock Issued to Employee. “SFAS 123R requires that all
        share-based payments to employees, including grants of employee stock options,
        be recognized in the financial statements based on their fair values, beginning
        with the first interim or annual period after June 15, 2005, with early adoption
        encouraged. The pro forma disclosures previously permitted under SFAS 123,
        no
        longer will be an alternative to financial statement recognition. We are
        required to adopt SFAS 123R in the fiscal year 2006. Under SFAS 123R, we
        must
        determine the appropriate fair value model to be used in valuing share-based
        payments, the amortization method for compensation cost and the transition
        method to be used at the date of adoption. Upon adoption, we may choose from
        two
        transition methods: the modified-prospective transition approach or the
        modified-retroactive transition approach. Under the modified-prospective
        transition approach we would be required to recognize compensation cost for
        awards that were granted prior to, but not vested as of the date of adoption.
        Prior periods remain unchanged and pro forma disclosures previously required
        by
        SFAS No. 123
        continue to be required. Under the modified -retrospective transition method
        we
        would be required to restate prior periods by recognizing compensation cost
        in
        the amounts previously reported in the pro forma disclosure under SFAS No.
        123.
        Under this method, we would be permitted to apply this presentation to all
        periods presented or to the start of the fiscal year in which SFAS No. 123R
        is
        adopted. We would also be required to follow the same guidelines as in the
        modified-prospective transition method for awards granted subsequent to adoption
        and those that were granted and not yet vested. We are currently evaluating
        the
        requirements of SFAS 123R and its impact on our consolidated results of
        operations and earnings per share. We have not yet determined the method
        of
        adoption or the effect of adopting SFAS 123R, and it has not been determined
        whether the adoption will result in amounts similar to the current pro forma
        disclosures under SFAS 123.




**NOTE
      3. PROPERTY, PLANT AND EQUIPMENT**




As
      of
      June 30, 2006 and March 31, 2006 property, plant and equipment consisted of
      the
      following:




June
                30, 2006
            
            March
                31, 2006Land
            
            $
            110,113
            
            $
            110,113Building
                and improvements
            
            
            1,282,118
            
            
            1,290,072Machinery
                equipment, furniture and fixtures
            
            
            2,637,278
            
            
            2,609,6984,029,509
            
            
            4,009,883Less:
                accumulated depreciation
            
            
            1,556,675
            
            
            1,452,889$
            2,472,834
            
            $
            2,556,994




Depreciation
        expense for the three month periods ended June, 2006 and 2005 were $103,785
        and
        $103,081, respectively. Land and buildings (which are owned by WM Realty
        Management, LLC- a consolidated entity under Fin 46 R) are collateral for
        the
        $3,300,000 mortgage loan. Other fixed assets (equipment) of the Company together
        with its other personal properties, are collateral for the Sovereign Bank
        $4,000,000 secured loan and line of credit.




**NOTE
      4. COSTS INCURRED ON UNCOMPLETED CONTRACTS**




The
      Company recognizes revenues based upon the units-of-delivery method (see Note
      1).




Contracts
      in process consisted of the following at June 30 and March 31:




8




June
                30, 2006
            
            March
                31, 2006Costs
                incurred on uncompleted contracts, net of allowance for
                loss
            
            $
            3,446,711
            
            $
            2,889,650Less:
                Advance billings and deposits
            
            
            (2,116,951
            )
            
            (1,583,061
            )$
            1,329,760
            
            $
            1,306,589




All
      inventories are collateral for Sovereign Bank loan and constitute a part of
      the
      computation of the maximum loan amount under the agreement.




**NOTE
      5. DEFERRED CHARGES**




Deferred
        charges represent the capitalization of costs incurred in connection with
        obtaining the bank loan and building mortgage. These costs are being amortized
        over the term of the related debt obligation, 5 months to 72 months.
        Amortization charged to operations in first quarter ended June 30, 2006 and
        2005
        were $152,314 and $-0-, respectively. As of June 30, deferred charges were
        as
        follows:




June
                30, 2006
            
            March
                31, 2006Deferred
                costs expiring in one year or less:Deferred
                mortgage costs
            
            $
            265,943
            
            $
            265,943Less:accumulated
                amortization
            
            
            (209,118
            )
            
            (
                58,541
            )$
            56,825
            
            $
            207,402Deferred
                costs expiring after one year:Deferred
                loan costs
            
            $
            46,852
            
            $
            46,852Accumulated
                amortization
            
            
            (
                2,392
            )
            
            (655
            )$
            44,460
            
            $
            46,127




**NOTE
      6. LONG-TERM DEBT**




The
      following debt obligations, outstanding on June 30 and March 31, 2006:


June
                  30, 2006
              
              March
                  31, 2006Sovereign
                  Bank- Secured Term note payable-72
                  month 9% variableterm
                  note with quarterly principal payments of $142,857 plus
                  interest.Final payment due on March 1, 2013.
              
              $
              3,857,143
              
              $
              4,000,000Automobile
                  Loan -monthly
                  installments of $552 including interest of 4.9%, commencing July
                  20, 2003
                  through June 20, 2009.
              
              
              17,976
              
              
              19,4013,875,119
              
              
              4,019,401Principal
                  payments due within one year
              
              
              (576,934
              )
              
              (576,934
              )Principal
                  payments due after one year
              
              $
              3,298,185
              
              $
              3,442,467






9




**NOTE
      7. RESTRICTED CASH - INDEMNIFICATION OBLIGATION ESCROW**




In
      May
      2004, the Company was requested to undertake a response and remedial action
      to
      cleanup environmental issues discovered during an onsite inspection by the
      Commonwealth of Massachusetts Office of Environmental Affairs. The Company
      signed a consent order in October 2004, paid a fine of $7,800 and proceeded
      to
      correct the deficiencies.




The
        stock
        purchase agreement, pursuant to which the Company purchased the outstanding
        securities of Ranor, provided for the parties to establish an escrow account
        into which $925,000 of the purchase price of the securities was placed.  If
        the sellers had breached any of their representations and warranties under
        the
        stock purchase agreement, the Company’s sole recourse is against the escrow
        account. To the extent that there is no claim against the escrow by one
        year from the closing, the escrow account is paid to Ranor’s former
        stockholders.  The Company is entitled to recover from the escrow an amount
        equal to its damages sustained as a result of a breach by the selling
        stockholders of their representations and warranties.  The Company has
        recorded an expense against the escrow account in the amount of $81,400.
        The
        claim is for the former stockholders’ breach of their representations and
        warranties relating to environmental matters.  The Company reflects the
        recovery of this amount on its March 31, 2006 and June 30, 2006 balance sheets
        as a reduction in the amount due to the former stockholders and an increase
        in
        additional paid in capital.




In
      the
      fiscal year ended March 31, 2007, the Company plans to construct a shed to
      store
      scrap materials and make a claim for construction costs under the escrow
      agreement, based on a breach of the seller’s representations and warranties
      relating to environmental compliance. The purpose of the shed is to protect
      the
      surrounding soil from any seepage. The estimated cost of constructing the shed
      is approximately $100,000.




**NOTE
      8. RELATED PARTY TRANSACTIONS**




**Management
      Fees**




Until
      February 24, 2006, Ranor had to pay management fees totaling $200,000 per year
      to four shareholders under agreements that expire in August 2006.




On
        February 24, 2006, the prior management agreement was canceled, any balance
        due
        was forgiven and the Company entered into a new management and consulting
        agreement with Techprecision, LLC, a limited liability company composed of
        stockholders of the Company. The Agreement ends on March 31, 2009. During
        the
        term of the agreement, Techprecision, LLC, is to serve as a consultant to
        the
        Company and each of its existing and future subsidiaries. The consultation
        will
        include assistance with the determination of the goals, general policies
        and
        direction of the Company and its subsidiaries, financings, manufacturing,
        sales,
        distribution and customer relations.
  Techprecision,
        LLC’s consulting fee will be initially set at $200,000 per annum, payable
        monthly in twelve equal installments, commencing March 1, 2006. In addition
        to
        the management fee, Techprecision, LLC the manager shall be entitled to a
        performance bonus determined as follows; the compensation committee of the
        Board
        of Directors will set performance objectives for the fiscal year. If the
        performance objectives are attained or exceeded, the Company will pay the
        Techprecision LLC’s manager a performance bonus equal to two and one-half
        percent of the Company’s cash flow from operations for the fiscal year. In the
        event that the Company makes an acquisition or disposes of a business segment
        during a fiscal year, the performance objectives may be revised by the
        compensation committee to reflect such transaction. The Company’s chief
        executive officer, who is a member of Techprecision, LLC, receives a portion
        of
        the compensation paid to Techprecision, LLC, and he does not receive any
        compensation directly from the Company.




**Sale
      and Lease Agreement and Intra-company Receivable**


On
        February 24, 2006, WM Realty Management, LLC borrowed $3,300,000 to purchase
        from Ranor, Inc. its real property for $3,000,000 which was appraised on
        October
        31, 2005 at $4,750,000 and leased the building and a major portion of the
        land
        to Ranor, Inc. The Company advanced $226,808 to pay closing costs and has
        a
        receivable of that amount from WM Realty Management, LLC. WM Realty Management,
        LLC was formed solely for this purpose; its partners are stockholders of
        the
        Company. The Company has considered WM Realty Management, LLC a variable
        interest entity as defined by FIN 46, and therefore has consolidated WM Realty
        Management, LLC’s operations into the Company.




10




The
      WM
      Realty Management, LLC mortgage bears interest at 11% per annum and
      provides for monthly payments of principal in the amount of $25,000.
      The outstanding balance of $3,200,000 was due on August 1, 2006. Expenses
      of obtaining the mortgage were $192,455 and are being amortized over the
      stated term of the mortgage, which is a period of approximately five months.
      In
      August 2006, WM Realty obtained a one-month extension and the right to extend
      the maturity date for two one-month periods. The interest rate for the
      extension is 11.5% per annum plus .75% of the principal balance for
      each month’s extension. Amortization remains at $25,000 per month. WM Realty is
      seeking to find a long-term lender.




**NOTE
      9. SALE AND LEASE**


On
      February 24, 2006, Ranor, Inc. entered into a sale and leaseback arrangement
      with WM Realty Management, LLC, a special purpose entity. The sale of the
      building was for $3,000,000. The term of the lease is for a period of fifteen
      years commencing on February 24, 2006. For the three months ended June 30,
      2006
      rent expense paid by the Company was $109,500. This amount was eliminated in
      consolidation and the interest and depreciation were expensed.




The
      Company has an option to extend the term of the lease for two additional terms
      of five years, upon the same terms. The Minimum Rent payable for each option
      term will be the greater of (i) the minimum rent payable under the lease
      immediately prior to either the expiration date, or the expiration of the
      preceding option term, or (ii) the fair market rent for the leased premises.
      Minimum rental for the base year of the lease is $438,000. Effective as of
      January of each year subsequent to the base year, during the contract and any
      subsequent extension, a cost of living adjustment will be made to the minimum
      rental, based on the Consumer Price Index.




The
      Company has the option to repurchase the property at any time beginning after
      one year from the date of the agreement, at the appraised market
      value.




The
      minimum future lease payments are as follows:




Year
                Ended March 31
            
            Amount2007
            
            $
            438,0002008
            
            
            438,0002009
            
            
            438,0002010
            
            
            438,0002011-2015
            
            
            2,190,0002016-2021
            
            
            2,190,0002022
            
            
            438,000Total
            
            $
            6,570,000




**NOTE
      10. CAPITAL STOCK**




**Preferred
      stock**




On
      February 24, 2006, Barron Partners LP purchased 7,719,250 shares of series
      A
      preferred stock, par value $0.0001 per share for $2,150,000, net of a $50,000
      due diligence fee payable to Barron Partners. Initially, Series A Preferred
      Stock are convertible into common stock at a conversion rate of one share of
      Common Stock, for each share of Series A Preferred Stock. In addition, pursuant
      to the preferred stock purchase agreement, the Company issued to Barron Partners
      common stock purchase warrants to purchase up to 5,610,000 of common stock
      at
      $0.57 per share and 5,610,000 shares of common stock at $0.855 per share.




11




Because
        the Company did not attain EBITDA of $.04613 per share for the year ended
        March
        31, 2006 on a fully-diluted basis, as defined, the conversion price was adjusted
        from $.285 to $.24225, a reduction of 15%, with the result that the series
        A
        preferred stock became convertible into 9,081,527 shares of common stock.
        As a
        result of the Company’s failure to meet the EBITDA target for the year ended
        March 31, 2006, the exercise price of the warrants decreased by 15%, from
        $.57
        to $.4845 and from $.855 to $.7268 per share.




The
      conversion rate of the series A preferred stock and the exercise price of the
      warrants are subject to further adjustment if the Company’s EBITDA per share, on
      a fully-diluted basis, is less than $.08568 per share for the year ended March
      31, 2007, based on the percentage shortfall from $.08568 per share, from zero
      up
      to a maximum adjustment of 15%. The adjustment could result in an increase
      in
      the maximum number of shares of common stock being issued upon conversion of
      the
      series A preferred stock from 9,081,527 to 10,684,150 shares of common stock
      and
      a further reduction in the exercise price of the warrants from $.4845 to $.4118
      and from $.7268 to $.6177 per share.


EBITDA
        per share is defined in the preferred stock purchase agreement as earnings
        from
        recurring operations before any charges relating to the transactions involved
        in
        February 24, 2006 agreement and any other non recurring items, including
        warrants, but excluding options or stock grants issued to management and
        key
        employees. The per share figures are computed on a fully-diluted basis. Fully
        diluted EBITDA is based on the number of outstanding shares of Common stock
        plus
        all shares of Common stock issuable upon conversion of all outstanding
        convertible securities and upon exercise of all outstanding warrants, options
        and rights, regardless of whether (i) such shares would be included in
        determining diluted earnings per share and (ii) such convertible securities
        are
        subject to a restriction or limitation on exercise. Thus, for purpose of
        determining fully-diluted Pre-Tax Income Per Share, the 4.9% limitation (see
        paragraph below) shall be disregarded. In determining the EBITDA per share,
        any
        shares of Common stock issuable as a result of an adjustment to the conversion
        prices will be excluded.


The
      Investor or its affiliates will not be entitled to convert the Series A
      Preferred Stock into shares of Common stock or exercise warrants to the extent
      that such conversion or exercise would result in beneficial ownership by the
      investor and its affiliates of more than 4.9% (“4.9% Limitation”) of the then
      outstanding number of shares of Common stock. The agreement provides that this
      provision cannot be amended.




The
      Company agreed not to issue any additional preferred stock until the earlier
      of
      (a) three years from the Closing or (b) the date that the Investor transfer
      and/or converts not less than 90% of the preferred shares and sells the
      underlying shares of common stock and for two years after Closing not to enter
      into any new borrowing of more than three times the sum of the earnings before
      interest, tax, depreciation and amortization (EBITDA) from recurring operations
      over the trailing four quarters.




The
      preferred shareholders have the right of first refusal in the event that the
      Company seeks to raise additional funds through a private placement of
      securities, other than exempt issuances. The percentage of shares that preferred
      shareholders may acquire is based on the ratio of shares held by the investor
      plus the number of shares issuable upon conversion of Series A Preferred Stock
      owned by the investor to the total of such shares.




No
      dividends are payable with respect to the Series A Preferred Stock and no
      dividends are payable on common stock while Series A Preferred Stock is
      outstanding. The Common stock shall not be redeemed while preferred stock is
      outstanding.




Upon
      any
      liquidation the Company is required to pay $.285 for each share of Series A
      Preferred Stock. The payment will be made before any payment to holders of
      any
      junior securities and after payment to holders of securities that are senior
      to
      the Series A Preferred Stock.




12




The
      Series A Preferred Shareholders do not have voting rights. However, the approval
      of the holders of 75% of the outstanding preferred shares is required to amend
      the certificate of incorporation, change the provisions of the preferred stock
      purchase agreement, to authorize additional Series A Preferred Shares in
      addition to the 9 million maximum authorized, or to authorize any class of
      stock
      that ranks senior with respect to voting rights, dividends or liquidations.




**Stock
      warrants**




On
      June
      30, 2006 there were 11,220,000 warrants attached to convertible preferred
      shares. These warrants are exercisable, in part or full, at any time from
      February 24, 2006 to expiration time, February 24, 2011. The number of shares
      to
      be received upon exercise of the warrant is determined by multiplying the total
      number shares with respect to which this Warrant is then being exercised with
      the percentage difference between the last reported sales and exercise price
      of
      the stock. The exercise price is further adjusted considering the amount of
      EBITDA similar to the conversion price.




**Common
      stock**


At
        March
        31, 2006, the Company had 9,967,000 shares of common stock, shares were $.0001
        par value, outstanding.


During
      the three months ended June 30, 2006, the Company granted 126,000 shares of
      common stock to employees as compensation for services. The vested shares were
      valued at $.18 per share. The employees’ rights to the shares vested immediately
      as to 42,000 shares and they vest in installments as to the remaining
      shares.




**NOTE
      11. EARNINGS PER SHARE**




We
      compute basic earnings per share (“basic EPS”) by dividing net income by the
      weighted average number of shares of common stock outstanding for the reporting
      period. Diluted earnings per share (“diluted EPS”) gives effects to all dilutive
      potential shares outstanding resulting from employee stock options during the
      period. The following table sets forth the computation of basic and diluted
      per
      share for the three-month periods ended June 30, 2006 and 2005.




Three
                months ended June 30,2006
            
            2005Net
                income (loss)
            
            $
            (75,428
            )
            $
            128,127Basic-weighted
                average shares outstanding
            
            
            9,991,462
            
            
            8,089,000Effect
                of dilutive potential securities
            
            
            N/A
            
            
            N/ADiluted-
                weighted average shares outstanding
            
            
            N/A
            
            
            N/ABasic
                EPS
            
            $
            (.01
            )
            $
            .02Diluted
                EPS
            
            
            N/A
            
            
            N/A




The
      assumed exercise of outstanding stock options and the conversion of preferred
      shares have been excluded from the calculations of loss per share as their
      effect is antidilutive.




13


**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results Of
      Operations.**




**Statement
      Regarding Forward Looking Disclosure**




The
      following discussion of the results of our operations and financial condition
      should be read in conjunction with our financial statements and the related
      notes, which appear elsewhere in this prospectus. This quarterly report of
      Techprecision Corporation on Form 10-QSB, including this section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations,” may contain predictive or “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
      statements include, but are not limited to, statements that express our
      intentions, beliefs, expectations, strategies, predictions or any other
      statements relating to our future activities or other future events or
      conditions. These statements are based on current expectations, estimates and
      projections about our business based, in part, on assumptions made by
      management. These statements are not guarantees of future performance and
      involve risks, uncertainties and assumptions that are difficult to predict.
      Therefore, actual outcomes and results may, and probably will, differ materially
      from what is expressed or forecasted in the forward-looking statements due
      to
      numerous factors, including those risks discussed under “Risk Factors” in our
      Form 10-KSB annual report for the year ended March 31, 2006 and those described
      in any other filings which we make with the SEC, as well as the disclosure
      contained in “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations” in the Form 10-KSB for the year ended March 31, 2006 and
      this Form 10-QSB. In addition, such statements could be affected by risks and
      uncertainties related to our ability to generate business on an on-going
      business, to obtain any required financing, to receive contract awards from
      the
      competitive bidding process, maintain standards to enable us to manufacture
      products to exacting specifications, enter new markets for our services, market
      and customer acceptance, our ability to raise any financing which we may require
      for our operations, competition, government regulations and requirements,
      pricing and development difficulties, our ability to make acquisitions and
      successfully integrate those acquisitions with our business, as well as general
      industry and market conditions and growth rates, and general economic
      conditions. Any forward-looking statements speak only as of the date on which
      they are made, and we do not undertake any obligation to update any
      forward-looking statement to reflect events or circumstances after the date
      of
      this report. Investors should evaluate any statements made by the Company in
      light of these important factors.




**Overview**




We
        operate in one distinct business - fabrication, precision machining and
        engineering of metal products up to 100 tons. Most of the products are
        fabricated from raw metal plate or forgings. Materials used in the manufacturing
        of our products are either supplied by our customers or acquired from raw
        material suppliers we have worked with for many years. Our clients are generally
        from the nuclear, aerospace, commercial and defense industries, including
        national laboratories. Payment terms associated with each project often include
        progress payments and occasionally include deposits. Generally, payment terms
        are 30 to 45 days from the invoice date. Some of the work we perform for
        our
        customers is a part of government appropriation packages, and therefore,
        subject
        to the Miller Act, requiring the prime contractors (our customers) to pay
        all
        subcontractors under contracted purchase agreements first.


These
      products are manufactured for our clients under build-to-print agreements.
      Work
      is performed by our personnel under firm contracted purchase orders, for each
      project undertaken at the facility. Our work is contracted under terms that
      require down payments for the acquisition of materials. Additionally, depending
      on the length of a given project, some contracts require progress payments
      based
      on major milestones of work completed.




Ranor,
        together with its predecessor, has been in business since 1956, and was sold
        by
        its founders in 1999 to Critical Components Corporation, a subsidiary of
        Standard Automotive Corporation. From June 1999 until August 2002, Ranor’s
        predecessor, who was also named Ranor, was operated by Critical Components
        Corporation. In December 2001, Standard Automotive Corporation, the parent
        of
        Critical Components, filed for protection under the Bankruptcy Code and operated
        under Chapter 11 until on or about the quarter ended June 30, 2002. In 2002,
        a
        corporation known as Rbran Acquisition, Inc., which subsequently changed
        its
        name to Ranor, Inc., acquired the assets of Ranor’s predecessor from the
        bankruptcy estate. In connection with the purchase of the assets, Ranor filed
        for protection under the Bankruptcy Code. As a result of the bankruptcy,
        some
        customers of Ranor were hesitant to continue to use Ranor’s services. In recent
        years, as both the market for our services has improved and we demonstrated
        to
        our customers that we have both the financial and manufacturing ability to
        meet
        their specifications and time requirements, we have seen a general improvement
        in our business, although not necessarily on a quarter-to-quarter basis.


14




In
        recent
        years, the capital goods market experienced a slow down due to both the industry
        over-build of product in the late 1990’s and the events of September 11, 2001.
        As noted in the preceding paragraph, the development of our business was
        further
        affected by the bankruptcy of Standard. However, over the last several years,
        and based on recent project inquiries, recent projects awarded and current
        customer demands for our services, we believe the market has rebounded and
        that
        we are finding increased acceptance of our services.
  A
          significant portion of our revenue is generated by a small number of customers
          who differ from period to period as we complete work on projects or commence
          new
          projects for other customers. In the quarter ended June 30, 2006, two customers
          accounted for approximately 38% of our revenue. In the year ended March
          31,
          2006, two customers accounted for approximately 28% of our revenue. The
          two
          largest customers for the quarter ended June 30, 2006 were not 10% customers
          for
          the year ended March 31, 2006, and the two largest customers for the year
          ended
          March 31, 2006 were not 10% customers for the year ended March 31, 2005.
          Our
          contracts generally result from negotiation and from bids made pursuant
          to a
          request for proposal. Our ability to receive contract awards is dependent
          upon
          the contracting party’s perception of such factors as our ability to perform on
          time, our history of performance and our financial condition. 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.
  Because
          our revenues are derived from the sale of goods manufactured pursuant to
          a
          contract, and we do not sell from inventory, it is necessary for us to
          constantly seek new contracts. The products that we produce are generally
          for
          one or a limited number of units, and once we complete our work on a contract,
          we generally do not receive subsequent orders for the same product. We
          receive
          contracts both by negotiation and through bids. When we bid for a contract,
          we
          may not receive the contract award. Thus, there may be a time lag between
          our
          completion of one contract and commencement of work on another contract.
          During
          this period, we will continue to incur our overhead expense but with lower
          revenue. Furthermore, changes in the scope of a contract may impact the
          revenue
          we receive under the contract and the allocation of manpower. During the
          quarter
          ended June 30, 2006, we suffered a decline in revenue as a result of changes
          in
          the scope and timing of two contracts. On one contract, the scope of the
          work
          was affected by a partial termination of the contract resulting from design
          problems that were discovered after the delivery of the first unit of product.
          We anticipate that we will receive an order for these products after the
          product
          design is changed by the customer. On the second contract the customer
          delayed
          the project to make changes in the final drawing relating to the products
          being
          manufactured and there were delays in our receipt of raw materials supplied
          by
          the customer. We expect to recognize revenue from this project in a subsequent
          quarter of the current fiscal year.




Although
      we provide manufacturing services for large governmental programs, we usually
      do
      not work directly for agencies of the United States government. Rather, we
      perform our services for large governmental contractors and large utility
      companies. However, our business is dependent in part on the continuation of
      governmental programs which require the services we provide.




We
      lease
      our facilities from WM Realty Management LLC, which is an affiliated entity,
      to
      whom we sold the real property in February 2006. Because WM Realty Management
      is
      an affiliated entity and our lease with WM Realty Management is the sole source
      of funding for WM Realty Management, under generally accepted accounting
      principles, the real estate is treated as being owned by us and WM Realty
      Management’s mortgage obligations are treated as our obligations. See “Variable
      Interest Entity.” Our financial condition, principally our working capital, is
      affected by the terms of WM Realty Management’s mortgage. WM Realty Management
      financed its purchase of the property with a six-month mortgage, which initially
      matured on August 1, 2006. WM Realty Management has obtained a one-month
      extension and the right to two additional one-month extensions. Since the
      mortgage obligation is a short-term liability of $3,200,000 at June 30, 2006
      and
      $3,300,000 at March 31, 2006, our working capital is affected by this mortgage,
      even though we have no financial obligation under the mortgage, our only
      obligation being our lease obligations. As a result, we had a deficiency in
      working capital of $35,063 at June 30, 2006. We have been advised by WM Realty
      Management that it is seeking to replace its current mortgage with long-term
      financing. To the extent that WM Realty Management is successful in obtaining
      long-term financing, our working capital will improve.


15




**Critical
      Accounting Policies**




The
        preparation of the Company’s financial statements in conformity with generally
        accepted accounting principles in the United States requires our management
        to
        make assumptions, estimates and judgments that effect the amounts reported
        in
        the financial statements, including all notes thereto, and related disclosures
        of commitments and contingencies, if any. We rely on historical experience
        and
        other assumptions we believe to be reasonable in making our estimates. Actual
        financial results of the operations could differ materially from such estimates.
        There have been no significant changes in the assumptions, estimates and
        judgments used in the preparation of our audited 2006 financial statements
        from
        the assumptions, estimates and judgments used in the preparation of our 2005
        audited financial statements.




**Revenue
      Recognition and Costs Incurred**




We
      derive
      revenues from (i) the fabrication of large metal components for our customers;
      (ii) the precision machining of such large metal components, including
      incidental engineering services, and (iii) the installation of such components
      at the customers’ locations when the scope of a given project requires such
      installations.




Revenue
      and costs are recognized on the units of delivery method. This method recognizes
      as revenue the contract price of units of the product delivered during each
      period and the costs allocable to the delivered units as the cost of earned
      revenue. Costs allocable to undelivered units are reported in the balance sheet
      as inventory. Amounts in excess of agreed upon contract price for customer
      directed changes, constructive changes, customer delays or other causes of
      additional contract costs are recognized in contract value if it is probable
      that a claim for such amounts will result in additional revenue and the amounts
      can be reasonably estimated. Revisions in cost and profit estimates are
      reflected in the period in which the facts requiring the revision become known
      and are estimable.




Adjustments
      to cost estimates are made periodically, and losses expected to be incurred
      on
      contracts in progress are charged to operations in the period such losses are
      determined and are reflected as reductions of the carrying value of the costs
      incurred on uncompleted contracts. Costs incurred on uncompleted contracts
      consist of labor, overhead, and materials. Work in process is stated at the
      lower of cost or market and reflect accrued losses, if required, on uncompleted
      contracts.




**Variable
      Interest Entity**




We
        have
        consolidated a variable interest entity that entered into a sale and leaseback
        contract with us to conform to FASB Interpretation No. 46, “Consolidation of
        Variable Interest Entities” (FIN 46). We have also adopted the revision to FIN
        46, FIN 46R, which clarified certain provisions of the original interpretation
        and exempted certain entities from its requirements. ****


**Income
      Taxes**




Our
      fiscal year ends on March 31st. We provide for federal and state income taxes
      currently payable, as well as those deferred because of temporary differences
      between reporting income and expenses for financial statement purposes versus
      tax purposes. Deferred tax assets and liabilities are recognized for the future
      tax consequences attributable to differences between carrying amount of assets
      and liabilities for financial reporting purposes and the amounts used for income
      tax purposes. Deferred tax assets and liabilities are measured using the enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recoverable and or settled. The effect
      of the change in the tax rates is recognized as income or expense in the period
      of the change. A valuation allowance is established, when necessary, to reduce
      deferred income taxes to the amount that is more likely than not to be realized.
      As of March 31, 2005, we had net operating loss carry-forwards approximating
      $3,470,000. Pursuant to Section 382 of the Internal Revenue Code, utilization
      of
      these losses may be limited in the event of a change in control, as defined
      in
      the Treasury Regulations. The change in ownership resulting from our acquisition
      of Ranor will limit our ability to use the loss carryforwards.


16




**Reverse
      Acquisition**




On
        February 24, 2006, we acquired all of the capital stock of Ranor in a
        transaction which is accounted for as a reverse acquisition, with Ranor being
        treated as the acquiring company for accounting purposes and the transaction
        being treated as a recapitalization.  As a result, the costs of the
        acquisition are charged to capital. The results of operations and cash flow
        relating to periods prior to February 24, 2006 reflect the results of operations
        and cash flows of Ranor.
  In
        connection with the reverse acquisition, on February 24, 2006:
  ·
            We
                entered into a preferred stock purchase agreement with Barron Partners
                LP,
                pursuant to which we sold to Barron Partners, for $2,200,000, 7,719,250
                shares of series A preferred stock, and five-year warrants to purchase
                an
                aggregate of 5,600,000 shares of common stock at $.57 per share and
                5,600,000 shares of commons stock at $.855 per share. The series
                A
                preferred stock was initially convertible into 7,719,250 shares of
                common
                stock, subject to adjustment. Because our EBITDA for the year ended
                March
                31, 2006 was less than $.04613 per share (computed as provided in
                the
                preferred stock purchase agreement), (i) the conversion price of
                the
                series A preferred stock reduced from $.285 to $.24225, a 15% reduction,
                with the result that the series A convertible preferred stock became
                convertible into 9,081,527 shares of common stock, and (ii) the exercise
                prices of the warrants were reduced by 15% -- from $.57 to $.4245
                and from
                $.855 to $7.268. The conversion rate of the series A preferred stock
                and
                the exercise prices of the warrants are subject to further adjustment
                if
                the Company’s EBITDA per share, on a fully-diluted basis, is less than
                $.08568 per share for the year ended March 31, 2007, based on the
                percentage shortfall from $.08568 per share, up to a maximum reduction
                of
                15%. The adjustment could result in an increase in the maximum number
                of
                shares of common stock being issued upon conversion of the series
                A
                preferred stock from 9,081,527 to 10,684,150 shares of common stock
                and a
                further reduction in the exercise price of the warrants from $.4845
                to
                $.4118 and from $.7268 to $.6177 per
                share.  ·
            We
                purchased 928,000 shares of common stock from Capital Markets, which
                was
                then our principal stockholder, for $160,339 and we paid a debt due
                to
                Capital Markets of $39,661, which was paid from the proceeds of the
                sales
                of the series A preferred stock and warrants.  ·
            Pursuant
                to an agreement with Ranor Acquisition and its members, Ranor Acquisition
                assigned its obligations under the Ranor Agreement to us and we assumed
                the obligations of Ranor Acquisition under the Ranor Agreement and
                issued
                7,997,000 shares of common stock.


·
            Pursuant
                to an agreement with an investor, we sold 1,700,000 shares of common
                stock
                to the investor for $500,000.




·
            Pursuant
                to the agreement to acquire the stock of Ranor, we were to purchase
                the
                outstanding capital stock and warrants of Ranor for a purchase price
                equal
                to the amount by which $9,250,000, plus the amount by which Ranor’s cash
                in excess of $250,000 exceeded the payments to principal and interest
                on
                the notes held by the preferred stockholders. Ranor’s cash in excess of
                $250,000, net of a $54,000 closing adjustment, was $813,000. The
                total
                paid on account of the debt to the former Ranor stockholders was
                $8,000,000 principal and $975,000 interest. The total amount allocated
                to
                the capital stock was $163,000, of which $10,000 was paid to the
                stockholders and $153,000 was applied to the stockholder’s expenses. In
                addition, any money paid to the stockholders from the escrow will
                be
                allocated to purchase price of the preferred
                stock.




17




·
            Ranor
                entered into a loan and security agreement with Sovereign Bank pursuant
                to
                which Ranor borrowed $4.0 million, for which Ranor issued its term
                note,
                and Sovereign provided Ranor with a $1.0 million revolving credit
                arrangement.




·
            Ranor
                sold its real estate to WM Realty Management, LLC for $3.0 million,
                and
                Ranor leased the real property on which its facilities are located
                from WM
                Realty Management pursuant to a net lease. WM Realty Management is
                an
                affiliate of the Company.




·
            Ranor
                used the net proceeds of the Sovereign Bank loan, as discussed below,
                the
                net proceeds from the sale of the real estate, $240,000 of available
                cash
                and a portion of the proceeds from the sale of the preferred stock
                to pay
                principal ($8,000,000) and interest ($975,500) on notes to Ranor’s then
                principal stockholders. Although the payment was less than the principal
                and interest due on the note, the note holders released Ranor from
                any
                further obligation under the notes.




·
            The
                Company placed $925,000 of the purchase price into escrow. The escrow
                was
                to be the sole source of the former Ranor stockholders’ liability for
                breach of the representations and warranties under the Ranor
                Agreement.




**Non-GAAP
      Information**




We
      refer
      to EBITDA, which is a non-GAAP performance measure, because our agreement with
      Barron Partners uses EBITDA as a measure for determining whether there is an
      adjustment in the conversion price of the series A preferred stock or the
      exercise price of the warrants. EBITDA is determined by adding to net income
      the
      amount deducted for interest, taxes, depreciation and amortization. The
      following table shows the relationship between net income and EBITDA for the
      three months ended June 30, 2006 and 2005 (dollars in thousands).


Three
                  Months Ended June 30,2006
              
              2005Net
                  (loss)
              
              
              (75
              )
              
              128Plus
                  interest
              
              
              183
              
              
              280Plus
                  taxes
              
              
              —
              
              
              3Plus
                  depreciation and amortization
              
              
              256
              
              
              103EBITDA
              
              
              364
              
              
              514




**New
      Accounting Pronouncements**




In
      November 2004, the FASB issued SFAS No. 151 “Inventory Costs, an amendment of
      Accounting Research Bulletin (“ARB”) No. 43, Chapter 4.” The amendments made by
      Statement 151 clarify that, abnormal amounts of idle facility expense, freight,
      handling costs and wasted materials (spoilage) should be recognized as
      current-period charges and require the allocation of fixed production overheads
      to inventory based on the normal capacity of the production facilities. The
      guidance is effective for inventory costs incurred during the fiscal years
      beginning after June 15, 2005.




18




In
      December 2004, The FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,
      an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions”
(“SFAS 153”). The amendments made by SFAS 153 as based on the principle that
      exchanges of nonmonetary assets should be measured based on the fair value
      of
      the assets exchanged. Further, the amendments eliminate the narrow exception
      for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset should be based on the recorded amount of the asset
      relinquished. Opinion 29 provided for an exception to its basic measurement
      principle (fair value) for exchanges of similar productive assets. The Board
      believes that exception required that some nonmonetary exchanges, although
      commercially substantive, be recorded on a carry over basis. By focusing the
      exception on exchanges that lack commercial substance, the Board believes this
      Statement produces financial reporting that more faithfully represents the
      economics of the transaction. The Statement is effective for nonmonetary asset
      exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
      application is permitted for nonmonetary asset exchanges occurring in fiscal
      periods beginning after the date of issuance. The provision of this statement
      shall be applied prospectively.




In
      December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based
      Payment.” Statement 123R will provide investors and other users of financial
      statements with more complete financial information by requiring that the
      compensation cost relating to share-based payment transactions be recognized
      in
      financial statements. That cost will be measured based on the fair value of
      the
      equity or liability instruments issued. Statement 123R covers a wide range
      of
      share-based compensation arrangements including stock options, restricted stock
      plans, performance-based awards, stock appreciation rights, and employee stock
      purchase plans. Statement 123R replaces FASB Statement No. 123, Accounting
      for
      Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
      Stock Issued to Employees. Statement 123, as originally issued in 1995,
      established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to financial statements disclosed what net income
      would
      have been had the preferable fair-value-based method been used. Public entities
      that are small business issuers will be required to apply Statement 123R as
      of
      the first interim or annual reporting period of the first fiscal year that
      begins after December 15, 2005. Prior to the reverse acquisition, we did not
      grant any options or equity-based incentives. To the extent that we grant such
      options or other equity-based incentives, the value thereof will be included
      as
      a general and administrative expense.




We
      expect
      that the adoption of the foregoing new statements will not have a significant
      impact on our financial statements.




**Results
      of operations**




The
      following table sets forth information from our statements of operations for
      the
      three months ended June 30, 2006 and 2005, in dollars and as a percentage of
      revenue (dollars in thousands):




Three
                Months Ended June 30,2006
            
            2005Net
                sales
            
            $
            4,199
            
            
            100.00
            %
            $
            5,417
            
            
            100.00
            %Cost
                of sales
            
            
            3,410
            
            
            81.20
            %
            
            4,504
            
            
            83.10
            %Gross
                Profit
            
            
            789
            
            
            18.78
            %
            
            913
            
            
            16.86
            %Selling,
                general and administrative
            
            
            681
            
            
            16.22
            %
            
            505
            
            
            9.32
            %Income
                (loss) from operations
            
            
            108
            
            
            2.56
            %
            
            409
            
            
            7.54
            %Interest
                Expense
            
            
            (183
            )
            
            -4.36
            %
            
            (280
            )
            
            -5.17
            %Otherincome
                (loss)
            
            
            —
            
            
            .00
            %
            
            3
            
            
            0.06
            %Loss
                before income taxes
            
            
            (75
            )
            
            -1.80
            %
            
            131
            
            
            2.42
            %Provision
                for income taxes
            
            
            —
            
            
            .00
            %
            
            3
            
            
            0.06
            %Net
                loss
            
            
            (75
            )
            
            -1.80
            %
            
            128
            
            
            2.37
            %


19




**Three
      Months Ended June 30, 2006 and 2005**




Sales
        in
        the quarter ended June 30, 2006 decreased $1,218,308, or 29%, to $4,198,530,
        compared to $5,416,838 for the quarter ended June 30, 2005. This decrease
        in
        sales reflected changes in two contracts. In one contract, after the delivery
        of
        the initial product, the customer discovered problems resulting from the
        design
        of the product by the customer. As a result, the customer terminated the
        project
        until the product was redesigned. The impact of this termination was a $903,000
        loss in revenue for the quarter, which represents the revenue which we would
        have recognized if we had delivered the units of product which had been
        scheduled for the quarter. Another customer delayed a project for five months
        in
        order to revise its drawing for the final phase of the project. In addition,
        the
        project required raw materials from the customer, and these materials were
        supplied late. The impact of this delay was $434,000 loss in revenue for
        the
        quarter, which we expect to recognize in a subsequent quarter.


Our
      cost
      of sales for the quarter ended June 30, 2006 decreased $1,093,681, to
      $3,410,005, a decrease of 32%, from $4,503,686 for quarter ended June 30, 2005.
      This decrease was greater than the decrease in sales, resulting in an
      improvement in the gross margin from 16.86% to 18.78%. In the quarter ended
      June
      30, 2005, we carried more employees than we required under our then current
      contracts. We have reduced our staff, which has enabled us to operate more
      efficiently.




Selling,
      administrative and other expenses for quarter ended June 30, 2006 were $680,926,
      compared to $504,639 for quarter ended June 30, 2005, an increase of $176,287,
      or 26%. Significant components of selling, general and other expenses for June
      30, 2006 include $265,542 of salaries and related payroll taxes, $31,871 of
      travel and entertainment expenses and $99,908 for legal and accounting fees,
      compared with $366,137 of salaries and related payroll taxes, $21,581 of travel
      and entertainment expenses and $68,432 for legal and accounting fees for quarter
      ended June 30, 2005. Amortization expenses for quarter ended June 30, 2006
      were
      $150,477. The expenses relate to the current liability for the mortgage on
      the
      real estate on which our facilities are located. We did not incur any
      amortization expenses in the quarter ended June 30, 2006.




Interest
      expense for the quarter ended June 30, 2006 was $183,239 compared to $280,300
      for the quarter ended June 30, 2005. The decrease in interest expense reflects
      a
      decrease in debt as a result of the payment of debt to related parties, which
      was paid on February 24, 2006. The outstanding debt to the related parties
      was
      approximately $8,000,000 throughout fiscal 2005 and during fiscal 2006 through
      February 24, 2006. At June 30, 2006, our debt was $7,075,119, including the
      $3,200,000 mortgage debt of WM Realty Management.




As
      a
      result of the foregoing, our net loss for the quarter ended June 30, 2006 period
      was $75,428 ,
      or $.05
      per share (basic and diluted), as compared to net income of $128,127, or $.14
      per share (basic and diluted), for quarter ended June 30, 2005.




**Liquidity
      and Capital Resources**




At
      June
      30, 2006, we had a deficiency in working capital of $35,063, as compared with
      working capital of $91,264 at March 31, 2006. Our cash position was $679,845
      at
      June 30, 2006 and $676,553 at July 31, 2006. Our working capital reflects a
      $3,200,000 current liability representing the mortgage debt by WM Realty
      Management LLC under its mortgage. This mortgage was initially due on August
      1,
      2006, and WM Realty Management has obtained a one-month extension with the
      right
      to two additional one-month extensions. Pursuant to FASB Interpretation No.
      46,
      we are required to include the real property that we sold to WM Realty
      Management at our historical cost and record the liability as a current
      liability on our balance sheet. We understand that WM Realty Management is
      seeking to refinance the mortgage. If the mortgage is refinanced pursuant to
      a
      long-term mortgage, the long-term portion of the mortgage will be treated as
      a
      long-term liability which will result in an improvement in our working
      capital.




20




On
      February 2006, in connection with the reverse acquisition, the purchase price
      we
      paid was $9.25 million plus an amount equal to Ranor’s cash position in excess
      of $250,000, which was $813,000, less a closing adjustment of $54,000, less
      the
      principal and interest on notes held by Ranor’s preferred stockholders, which
      was paid at closing. We also used $240,000 of Ranor’s remaining cash as part of
      the amount due to the former stockholders/noteholders. These payments were
      made
      by Ranor, which reduced its cash balance to $10,000. We paid a total of
      $10,063,000 to pay the notes to the former Ranor stockholders, as well as the
      purchase price for the shares of preferred stock and common stock. Of this
      amount, $8,000,000 was paid on account of the principal of the notes and
      $975,000 on account of interest on the notes. We also deposited $925,000 as
      an
      escrow reserve for any potential liability that the sellers may have for breach
      of their representation and warranties. The total amount allocated to the
      capital stock was $163,000, of which $10,000 was paid to the stockholders and
      $153,000 was applied to the stockholder’s expenses. In addition, any money paid
      to the stockholders from the escrow will be allocated to purchase price of
      the
      preferred stock.




We
      financed the payments to the former Ranor stockholders and note holders,
      together with our closing costs, from the following sources:




·
            $2,200,000
                from the sale of series A preferred stock and warrants to Barron
                Partners,
                pursuant to a securities purchase
                agreement.




·
            $500,000
                from the sale of common stock to an investor pursuant to a subscription
                agreement.




·
            $4,000,000
                from a bank loan.




·
            $3,000,000
                from the sale of real estate to WM Realty Management, an affiliated
                party,
                which financed its purchase with a $3,300,000 mortgage
                loan.




·
            $1,053,000
                from Ranor’s cash balance on the closing
                date.




Although
      we incurred $4,000,000 in bank debt and, pursuant to FIN 46, the $3,200,000
      in
      mortgage debt which is owed by a related party special purpose entity, the
      former debt to the related parties in the amount of approximately $10,000,000
      was settled for payments totaling $8,975,000 of which $8,000,000 was principal
      and $975,500 was interest. In addition, interest of $222,944 to the former
      stockholders was cancelled. The cancellation is reflected as a credit to capital
      in excess of par value. The outstanding debt prior to the reverse acquisition
      included $2,000,000 of mandatory redeemable preferred stock which was reflected
      as debt at March 31, 2005.




The
      loan
      and security agreement with Sovereign Bank, pursuant to which we borrowed
      $4,000,000 on a term loan basis and have a $1,000,000 revolving credit facility,
      requires Ranor to maintain a ratio of earnings available for fixed charges
      to
      fixed charges of at least 1.2 to 1, commencing June 30, 2006, and an interest
      coverage ratio of at least 2:1. The interest coverage ratio is the ratio of
      earnings before interest and taxes to current interest payments. The agreement
      also limits our capital expenditures to $500,000 per year. The note is payable
      in 28 quarterly installments of $142,847. The note bears interest at 9% per
      annum through December 31, 2010 and at prime plus 11⁄2% thereafter. The revolving
      note bears interest at prime plus 11⁄2%. At March 31, 2006 and June 30, 2006,
      there were no borrowings under the revolving note. At June 30, 2006 the
      principal balance due on our term loan to Sovereign Bank was
      $3,857,119.


21




The
      securities purchase agreement pursuant to which we sold the series A preferred
      stock and warrants to Barron Partners provides that, for two years after the
      closing, which is the period ending February 24, 2008, we will not incur
      indebtedness equal to more than three times EBITDA for the preceding four
      quarters. The agreement also gives Barron Partners a right of first refusal
      on
      future equity financings, which may affect our ability to raise funds from
      other
      sources if the need arises.




For
        the
        quarter ended June 30, 2006, we had cash flow from operations of $450,952,
        which
        is an improvement from the year ended March 31, 2006, in which we had negative
        cash flow from operations of $650,767. We attribute this improvement to our
        ability to operate more efficiently, which is reflected in our improved gross
        margin in the quarter ended June 30, 2006 notwithstanding a decline in revenue.
        However, as a result of the reverse acquisition, we have additional expenses,
        including $200,000 pursuant to a management agreement with Techprecision,
        as
        well as additional expenses which we are incurring as a public company.
        Offsetting these cost increases is the elimination of compensation that was
        paid
        to the former stockholders of Ranor.


In
      the
      normal course of our business, we require funds to enable us to complete our
      contracts. We generally receive customer progress payments to purchase raw
      materials required for the contract, and fund our operations from working
      capital. Contemporaneously with the reverse acquisition, we entered into an
      agreement with Sovereign Bank pursuant to which we borrowed $4,000,000 on a
      term
      loan basis, and we obtained a $1,000,000 revolving credit facility. We used
      the
      net proceeds from the $4,000,000 term loan to pay a portion of our obligations
      to the former Ranor stockholders under the Ranor stock purchase
      agreement.




While
      we
      believe that the $1,000,000 revolving credit facility, which remained unused
      as
      of June 30, 2006, and our cash flow from our operations should be sufficient
      to
      enable us to satisfy our cash requirements at least through the end of fiscal
      2007, it is possible that we may require additional funds. In the event that
      we
      make an acquisition, we may require additional financing for the acquisition.
      However, we do not have any current plans for any acquisition, and we cannot
      give any assurance that we will make any acquisition. We have no commitment
      from
      any party for additional funds; however, the terms of our agreement with Barron
      Partners, particularly Barron Partners’ right of first refusal, may impair our
      ability to raise capital in the equity markets.




**Item
      3. Controls and Procedures**





As
      of the
      end of the period covered by this report, our chief executive officer and chief
      financial officer evaluated the effectiveness of our disclosure controls and
      procedures. Based on their evaluation, the chief executive officer and chief
      financial officer concluded that our disclosure controls and procedures
      are effective in alerting them to material information that is required to
      be
      included in the reports that we file or submit under the Securities Exchange
      Act
      of 1934.


There
        were no changes in our internal controls over financial reporting during
        the
        quarterly period covered by this report that materially affected, or are
        reasonable likely to materially affect, our internal controls over financial
        reporting.


**PART
      II. OTHER INFORMATION**




**Item
      6.**  **Exhibits
      and Reports on Form 8-K**





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act


31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act


32.1
            Certification
                of Chief Executive and Financial Officer pursuant to Section 906
                of the
                Sarbanes-Oxley Act




22


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**TECHPRECISION
                CORPORATION**
              (Registrant)Dated:
              August 16, 2006
            
            s/
              James
              G.
              ReindlJames
              G. Reindl, Chief Executive
              Officer


Dated:
              August 16, 2006
            
            s/
              Mary
              DesmondMary
              Desmond, Chief Financial Officer




23