**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





**September
      30, 2007**





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.)





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
      November 9, 2007 there are 11,083,000 shares
      of
      the common stock, par value $.0001 per share, outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes o  No
x










Index





PagePart
                I. Financial InformationItem
                1. Financial StatementsIndexUnaudited
                balance sheet at September 30, 2007
            
            1Unaudited
                statements of operations for the three months and six months endedSeptember
                30, 2007 and 2006
            
            2Unaudited
                statement of stockholders’ equity for the period April 1, 2007 toSeptember
                30, 2007
            
            3Unaudited
                statements of cash flows for the six months ended September 30, 2007and
                2006
            
            4Notes
                to financial statements
            
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            15Item
                3. Controls and Procedures
            
            24Part
                II. Other InformationItem
                1. Legal Proceedings
            
            24Item
                4. Submission of Matters to a Vote of Security Holders
            
            25Item
                6 Exhibits
            
            25











**TECHPRECISION
                CORPORATION**
              **CONSOLIDATED
                BALANCE SHEET**
              **SEPTEMBER
                30, 2007**
              **(UNAUDITED)**





**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            2,812,029Accounts
                receivable, less allowance for doubtfulaccounts
                of $25,000 at September 30, 2007
            
            
            3,149,003Costs
                incurred on uncompleted contracts,net
                of allowance for loss and progress billings
            
            
            3,314,040Inventories-
                raw materials
            
            
            189,941Prepaid
                expenses
            
            
            1,555,069Total
                current assets
            
            
            11,020,082Property,
                plant and equipment, net
            
            
            2,463,464Other
                assets deferred loan cost, net
            
            
            130,206Total
                assets
            
            $
            13,613,752**CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            1,780,476Deferred
                revenue
            
            
            3,354,320Accrued
                expenses
            
            
            810,508Current
                maturity of long-term debt
            
            
            576,935Total
                current liabilities
            
            
            6,522,239**LONG-TERM
                DEBT**Notes
                payable- noncurrent
            
            
            5,748,505**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, with7,752,462
                shares issued and outstanding at September 302007
            
            
            2,835,276Common
                stock - par value $.0001; 90,000,000 shares authorized, 10,053,000shares
                issued and outstanding
            
            
            1,006Additional
                paid in capital
            
            
            1,746,143Accumulated
                deficit
            
            
            (3,239,417
            )Total
                stockholders’ equity (deficit)
            
            
            1,343,008Total
                Liabilities and stockholders’ Equity
            
            $
            13,613,752





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




1





**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF OPERATIONS**
              **(UNAUDITED)**




Three
                Months Ended
              September
                30,
            
            Six
                Months Ended
              September
                30,2007
            
            2006
            
            2007
            
            2006Net
                sales
            
            $
            6,370,834
            
            $
            3,716,741
            
            $
            12,923,946
            
            $
            7,915,271Cost
                of sales
            
            
            4,871,752
            
            
            2,842,462
            
            
            9,749,324
            
            
            6,252,467Gross
                profit
            
            
            1,499,082
            
            
            874,279
            
            
            3,174,622
            
            
            1,662,804Payroll
                and related costs
            
            
            247,494
            
            
            306,651
            
            
            591,784
            
            
            650,411Professional
                expense
            
            
            185,323
            
            
            41,100
            
            
            229,368
            
            
            152,158Selling,
                general and administrative
            
            
            80,169
            
            
            198,945
            
            
            150,789
            
            
            273,324Total
            
            
            512,986
            
            
            546,696
            
            
            971,941
            
            
            1,075,893Income
                (loss) from operations
            
            
            986,096
            
            
            327,583
            
            
            2,202,681
            
            
            586,911Other
                income (expense)Interest
                expense
            
            
            (133,223
            )
            
            (181,033
            )
            
            (
                265,661
            )
            
            (364,272
            )Finance
                costs
            
            
            (
                2,589
            )
            
            (
                61,018
            )
            
            (
                5,179
            )
            
            (212,747
            )Interest
                income
            
            
            191
            
            
            454
            
            
            466
            
            
            663(135,621
            )
            
            (241,597
            )
            
            (
                270,374
            )
            
            (576,356
            )Income
                (loss) before income taxes
            
            
            850,475
            
            
            85,986
            
            
            1,932,307
            
            
            10,555Provision
                for income taxes
            
            
            (249,229
            )
            
            (
                21,000
            )
            
            (
                646,234
            )
            
            (
                2,500
            )Tax
                benefit of loss carry-forward
            
            
            —
            
            
            21,000
            
            
            —
            
            
            2,500Net
                income (loss)
            
            
            601,246
            
            
            85,986
            
            
            1,286,073
            
            
            10,555Deemed
                dividend on preferredstock
            
            
            —
            
            
            —
            
            
            —
            
            
            (388,233
            )Net
                income (loss) to commonstockholders
            
            $
            601,246
            
            $
            85,986
            
            $
            1,286,073
            
            $
            (377,678
            )Net
                  income (loss) per sharebasic
            
            $
            0.06
            
            $
            0.01
            
            $
            0.13
            
            $
            (0.04
            )Diluted
            
            $
            0.03
            
            $
            0.00
            
            $
            0.07
            
            $
            (0.04
            )Weighted
                average number shares of common stock outstanding-basic
            
            
            10,051,557
            
            
            10,009,000
            
            
            10,051,557
            
            
            10,005,557Weighted
                average number of shares of common stock
                outstanding-diluted
            
            
            19,313,683
            
            
            19,090,527
            
            
            19,313,683
            
            
            19,087,084




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





2


**TECHPRECISION
                CORPORATION*****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS’ EQUITY******FOR
                THE PERIOD APRIL 1, 2007 TO SEPTEMBER 30,
                2007***Warrants
            
            Preferred
                Stock
            
            Common
                Stock
            
            Paid
                in
            
            AccumulatedOutstanding
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalBalance,
                March 31, 2007
            
            
            11,220,000
            
            
            7,752,462
            
            $
            2,835,276
            
            
            10,049,000
            
            $
            1,006
            
            $
            1,766,423
            
            $
            (4,525,490
            )
            $
            77,215Distribution
                of Capital -WM
                Realty
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (21,000
            )
            
            
            
            
            (21,000
            )Shares
                issued for services
            
            
            
            
            
            
            
            
            
            
            
            4,000
            
            
            
            
            
            720
            
            
            
            
            
            720Income
                for period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,286,073
            
            
            1,286,073Balance
                September 30, 2007
            
            
            11,220,000
            
            
            7,752,462
            
            $
            2,835,276
            
            
            10,053,000
            
            $
            1,006
            
            $
            1,746,143
            
            $
            (
                3,239,417
            )
            $
            1,343,008




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


3




**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**
              **SIX
                MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
              **(UNAUDITED)****2007**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES******Net
                gain (loss)
            
            
            1,286,073
            
            $
            10,555****Noncash
                items included in net loss:****Depreciation
                and amortization
            
            
            235,103
            
            
            418,823Equity
                based incentives
            
            
            —
            
            
            13,500Shares
                issued for services
            
            
            720
            
            
            7,561****Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (447,296
            )
            
            187,372Inventory
            
            
            (
                6,443
            )
            
            22,154Costs
                on uncompleted contracts
            
            
            (2,047,595
            )
            
            (188,044
            )Prepaid
                expenses
            
            
            (1,284,748
            )
            
            169,089Deferred
                revenue
            
            
            3,354,320
            
            
            —Accounts
                payable and accrued expenses
            
            
            793,709
            
            
            (65,883
            )Net
                cash provided by (used in) operating activities
            
            
            1,883,843
            
            
            575,127CASH
                FLOWS USED IN INVESTING ACTIVITIESPurchases
                of property, plant and equipment
            
            
            (128,999
            )
            
            (187,159
            )Net
                cash used in investing activities
            
            
            (128,999
            )
            
            (187,159
            )CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of notes
            
            
            (288,724
            )
            
            (288,099
            )Payment
                of mortgage note
            
            
            (
                17,089
            )
            
            (150,000
            )Release
                of escrow
            
            
            —
            
            
            20,000Payment
                of stockholder loan
            
            
            (60,000
            )
            
            —Equity
                distribution - WM Realty
            
            
            (
                21,000
            )
            
            10,000Net
                cash provided by (used in) financing activities
            
            
            (386,813
            )
            
            (408,099
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            1,368,031
            
            
            (
                20,131
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            1,443,998
            
            
            492,801CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            2,812,029
            
            $
            472,670




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





4





**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****(Continued)****Six
                months ended**
              **September
                30,****2007**
            
            **2006**(unaudited)
            
            (unaudited)Supplemental
                Disclosures of Cash Flows InformationCash
                paid during the period for:Interest
                expense
            
            $
            265,661
            
            $
            189,302Income
                taxes
            
            $
            646,234
            
            $
            39,088The
                accompanying notes are an integral part of the financial
                statements.





5





**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. 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, 2007. Certain prior
      quarter amounts may have been reclassified to conform to the presentation used
      in 2007.




**NOTE
      2. NEW ACCOUNTING PRONOUNCEMENTS**




In
      July
      2006, FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes,” which is effective for fiscal years beginning after
      December 15, 2006. The Interpretation prescribes a recognition threshold
      and measurement attribute for the financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax return.
      The
      Interpretation also provides guidance on de-recognition, classification,
      interest and penalties, accounting for interim periods, disclosure, and
      transition. The Company adopted the Interpretation on January 1, 2007. The
      Interpretation No. 48 is not expected to have a material effect
      on the Company’s financial position and results of operations.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      No. 157”). SFAS No. 157 provides a framework for measuring fair value in
      accordance with GAAP, and expands disclosures regarding fair value measurements
      and the effect on earnings. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. The Company adopted SFAS No. 157. The application
      of
      SFAS No. 157 is not expected to have a material effect on the Company’s
      financial position and results of operations.





In
      September 2006, the U.S. Securities and Exchange Commission (“SEC”) released
      Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements,” (“SAB No. 108”), which provides interpretive guidance on the SEC’s
      views regarding the process of quantifying the materiality of financial
      statement misstatements. SAB No. 108 is effective for years ending after
      November 15, 2006. The application of SAB No. 108 is not expected
      to have a material effect on the Company’s financial position and results
      of operations.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides
      reporting entities an option to report selected financial assets, including
      investment securities designated as available for sale, and liabilities,
      including most insurance contracts, at fair value. SFAS 159 establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between companies that choose different measurement attributes for similar
      types
      of assets and liabilities. The standard also requires additional information
      to
      aid financial statement users' understanding of a reporting entity's choice
      to
      use fair value on its earnings and also requires entities to display on the
      face
      of the balance sheet the fair value of those assets and liabilities for which
      the reporting entity has chosen to measure at fair value. SFAS 159 is effective
      as of the beginning of a reporting entity's first fiscal year beginning after
      November 15, 2007. Early adoption is permitted as of the beginning of the
      previous fiscal year provided the entity makes that choice in the first 120
      days
      of that fiscal year and also elects to apply the provisions of SFAS





6


**TECHPRECISION
        CORPORATION**
 **NOTES
        TO FINANCIAL STATEMENTS**


157.
      The
      Company adopted SFAS No. 159. The application of SFAS No. 159 is not expected
      to have a material effect on the Company’s financial position and results
      of operations..





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




As
      of
      September 30, 2007 property, plant and equipment consisted of the following:





September30,
                2007Land
            
            $
            110,113Building
                and improvements
            
            
            1,412,730Machinery
                equipment, furniture and fixtures
            
            
            3,046,573Total
                property, plant and equipment
            
            
            4,569,416Less:
                accumulated depreciation
            
            
            (2,105,952
            )Property,
                plant and equipment, net
            
            $
            2,463,464





Depreciation
      expense for the six-month periods ended September 30, 2007 and 2006 was $226,589
      and $208,086, respectively. Land and buildings (which are owned by WM Realty
      Management, LLC- a consolidated entity under Fin 46 R) are collateral for the
      $3,171,997 mortgage loan, and other fixed assets of the Company together with
      the Company’s personal properties, are collateral for the Sovereign Bank
      $3,142,859 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). The advance billing and deposits includes down payments for acquisition
        of materials and progress payments on contracts. The agreements with the
        buyers
        of the Company’s products allow the Company to offset the progress payments
        against the costs incurred.  As of September 30, 2007.


September30,
                  2007Cost
                  incurred on uncompleted contracts, beginning balance
              
              $
              5,455,142Total
                  cost incurred on contracts, during the year
              
              
              13,073,547Less
                  cost of sales, during the year
              
              
              (9,749,324
              )Cost
                  incurred on uncompleted contracts, ending balance
              
              $
              8,779,365Billings
                  on uncompleted contracts, beginning balance
              
              $
              4,188,697Plus:
                  Total billings on contracts, during the period
              
              
              11,344,763(excluding
                  deferred revenues of $3,354,320)Less:
                  Contracts recognized as revenue, during the year
              
              
              (10,068,135
              )Billings
                  on uncompleted contracts, ending balance
              
              $
              5,465,325
  7
 **TECHPRECISION
          CORPORATION**
 **NOTES
          TO FINANCIAL STATEMENTS**
  Cost
                  incurred on uncompleted contracts, ending balance
              
              $
              8,779,365Billings
                  on uncompleted contracts, ending balance
              
              
              (5,465,325
              )Cost
                  incurred on uncompleted contracts, ending balance, net
              
              $
              3,314,040


For
      the
      six months ended September 30, 2007 and 2006, $10,045 and $29,051 of allowance
      for losses on uncompleted contracts were recognized, respectively.




**NOTE
      5. PREPAID EXPENSES**




As
                of September 30, 2007, the prepaid expenses included the following:




September
                  30
                2007Insurance
              
              $
              194,451Real
                  estate taxes
              
              
              4,581Prepayments
                  on purchases
              
              
              1,
                  322,898Equipment
                  and software maintenance
              
              
              33,139Total
              
              $
              1,555,069




**NOTE
      6. 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. Amortization charged to operations
      in the six months ended September 30, 2007 and September 30, 2006 were $9,313
      and $264,720, respectively. As of September 30, 2007, deferred charges were
      as
      follows:


September
                  30,
                2007Deferred
                  costs expiring after one year:Deferred
                  loan costs
              
              $
              150,259(20,053
              )Accumulated
                    amortization
              
              $
              130,
                206
  8


**TECHPRECISION
        CORPORATION**
 **NOTES
        TO FINANCIAL STATEMENTS**





**NOTE
                7. LONG-TERM DEBT**
              
              The
                following debt obligations, outstanding on September 30, 2007:


Amount1.Long-term
                  debt issued on February 24, 2006:Sovereign
                  Bank-Secured Term note payable- 72 month 9% variable term note
                  with
                  quarterly principal payments of $142,857 plus interest. Final payment
                  due
                  on March 1, 2013
              
              $
              3,142,8592.Long-term
                  mortgage loan issued on October 4, 2006Amalgamated
                  Bank mortgage loan to WM Realty- 10 years, annual interest rate
                  of 6.75%,
                  monthly interest and principal payment $20,955. The amortization
                  is based
                  on a thirty-year amortization schedule. WM Realty Management has
                  the right
                  to prepay the mortgage note upon payment of a prepayment premium
                  of 5% of
                  the amount prepaid if the prepayment is made during the first two
                  years,
                  and declining to 1% of the amount prepaid if the prepayment is
                  made during
                  the ninth or tenth year
              
              
              3,171,9973.Automobile
                  Loan- Ford Motor Credit Company-Note payable secured by a vehicle
                  -
                  payable in monthly installments of $552 including interest of 4.9%,
                  commencing July 20, 2003 through June 20, 2009
              
              
              10,584Total
              
              
              6,325,440Less:
                  principal payments due within one year
              
              
              (576,935
              )Principal
                  payments due after one year
              
              
              $
                  5,748,505




On
        February 24, 2006, Ranor entered into a loan and security agreement with
        Sovereign Bank. Pursuant to the agreement, the bank made a term loan of
        $4,000,000 to the Company and extended the Company a line of credit of
        $1,000,000, initial interest at 9%. The interest on the line of credit is
        variable. In February 2007, the Company entered into an agreement with the
        bank
        which (i) reduced the interest rate on its revolving credit line from prime
        plus
        1 1/2% to prime plus 1% and (ii) provided capital expenditure line of credit
        for
        $500,000 at prime plus 1%. Under this capital expenditures facility, the
        Company
        may borrow up to $500,000 until the February 1, 2008, with interest only
        payable
        through February 1, 2008 and the principal to be amortized over a five-year
        term
        commencing March 1, 2008. On June 28, 2007, the Company increased its line
        of
        credit with Sovereign Bank from $1,000,000 to $2,000,000. As of September
        30,
        2007, the Company had not borrowed any money under the capital expenditures
        facility or line of credit.
  The
        note
        is subject to various covenants that include the following: the loan collateral
        comprises all personal property of the Company, including cash, accounts
        receivable, inventories, equipment, financial and intangible assets owned
        when
        the loan is contracted or acquired thereafter; the amount of loan outstanding
        at
        all times is limited to a borrowing base amount of the Company’s qualified
        accounts receivable and inventory; there are prepayment penalties of 3%,
        2% and
        1% of the outstanding principal, in the first, second and third years following
        the issuance date, respectively. There is no prepayment penalty thereafter;
        the
        Company’s subsidiary, Ranor, Inc., is prohibited from issuing any additional
        equity interest (except to the Company), or redeem, retire, purchase or
        otherwise acquire for value any equity interests; the Company pays an unused
        credit line fee of 0.25% of the average unused credit line amount in previous
        month; the earnings available to cover fixed charges are required not to
        be less
        than 120% of fixed charges for the rolling four quarters, tested at the end
        of
        each fiscal quarter; and interest coverage ratio is required to be not less
        than
        2:1 as at the end of each fiscal quarter.
  In
        connection with the Amalgamated Bank mortgage financing, Mr. Andrew Levy,
        the
        principal equity owner
        of
        WM Realty Management and a principal stockholder of the Company, executed
        a
        limited guarantee. Pursuant to the limited guaranty, Mr. Levy guaranteed
        the
        lender the payment of any loss resulting from WM Realty Management’s fraud or
        misrepresentation in connection with the loan documents, misapplication of
        rent
        and insurance proceeds, failure to pay taxes and other defaults resulting
        from
        his or WM Realty’s misconduct.
  9
 **TECHPRECISION
            CORPORATION**
 **NOTES
            TO FINANCIAL STATEMENTS**
 As
        of
        September 30, 2007, the maturities of long-term debt were as follows:




**Year
                  ending March 31,**
              
              Amount2008
              
              $
              303,9202009
              
              
              612,7522010
              
              
              612,4352011
              
              
              612,6412012
              
              
              615,628Due
                  after 2011
              
              
              3,568,064Total
              
              $
              6,325,440




**NOTE
      8. CONCENTRATION OF CREDIT RISK**





A
      significant portion of our revenue is generated by a small number of customers
      who differ from period to period as the Company complete work on projects or
      commence new projects for other customers. Two customers accounted for
      approximately 62% of our revenues in the six months ended September 30, 2007
      and
      65% of our receivables as of September 30, 2007.




**NOTE
      9. INCOME TAXES**





The
      provision for income taxes differs from the amount computed by applying the
      statutory federal income tax rate to the net income or loss from operations.
      As
      of September 30, 2007, the sources and tax effects of the differences are as
      follows:





September30,
                2007Income
                tax provision at statutory rate
            
            $
            (671,086
            )Tax
                benefit before net operating loss carry forward
            
            
            24,852Net
                tax provision
            
            $
            (646,234
            )





10


**TECHPRECISION
            CORPORATION**
 **NOTES
            TO FINANCIAL STATEMENTS**





As
      of
      September 30, 2007, the tax effect of temporary differences and net operating
      loss carry forward that give rise to the Company’s deferred tax assets and
      liabilities are as follows:




September30,
                2007Deferred
                Tax Assets:Current:Compensation
                accrual
            
            $
            98,000Bad
                debt allowance
            
            
            9,800Loss
                on uncompleted contracts
            
            
            4,000Non-Current:Net
                operating loss carry-forward
            
            
            521,600Total
                deferred tax assets
            
            
            633,400Deferred
                Tax Liabilities:Non-Current:Depreciation
            
            
            214,400Net
                deferred tax asset
            
            
            419,000Valuation
                allowance
            
            
            (419,000
            )Net
                Deferred Tax Asset Balance
            
            $
            —





At
      September 30, 2007, the Company provided a full valuation allowance for its
      net
      deferred tax assets. The Company believes sufficient uncertainty exists
      regarding the realizability of the deferred tax assets. Because of the more
      than
      50% change in ownership of Ranor, Inc, Ranor’s net operating loss carryforward
      is subject to IRC §382, which limits the amount of the tax loss carryforward
      that can be used in any year. The amount of net operating loss carryforward
      that
      may be used annually is equal to a percentage of the company’s value at the date
      of ownership. The percentage is the highest long-term federal tax exempt rate
      for the month during which the ownership occurred and the preceding two months.
      The ownership change occurred during February 2006. The Federal long term tax
      exempt rate is determined by the Internal Revenue Service.





As
      of
      September 30, 2007, the Company’s federal net operating loss carryforwards was
      approximately $1,293,000. If not utilized, the federal net operating loss
      carryforward of Ranor and Techprecision will expire in 2025 and 2027,
      respectively.





11


**TECHPRECISION
            CORPORATION**
 **NOTES
            TO FINANCIAL STATEMENTS**


**NOTE
      10. RELATED PARTY TRANSACTIONS**




*Management
      Fees*




During
      the six months ended September 30, 2006, the Company paid $100,002 pursuant
      to a
      management contract with Techprecision LLC, a limited liability company that
      was
      owned by three individuals, including two principal stockholders, one of whom
      was also the Company’s chief executive. On January 29, 2007, the management
      agreement with Techprecision LLC was terminated as of December 31, 2006. In
      connection with the termination, the Company made a payment of $16,667 on or
      about January 15, 2007 and the Company agreed and made eight monthly payments
      of
      $9,167 to Techprecision LLC, commencing February 15, 2007 and ending on
      September 15, 2007. Mr. Reindl has not been a member of Techprecision LLC since
      December 31, 2006. As a result of the termination of the management agreement,
      Mr. Reindl no longer receives compensation through Techprecision LLC.





On
      June
      19, 2007, the Company entered into an employment agreement dated as of April
      1,
      2007 with James G. Reindl, our chief executive officer. Pursuant to the terms
      of
      the agreement, the Company are employing Mr. Reindl for an initial term
      commencing April 1, 2007 and expiring on March 31, 2009 and continuing on a
      year-to-year basis thereafter unless terminated by either party on 90 days’
written notice prior to the expiration of the initial term or any one-year
      extension. Mr. Reindl is to receive an annual base salary of $160,000 a year.
      Mr. Reindl is also entitled to receive an increase to his base salary and
      receive certain bonus compensation, stock options or other equity-based
      incentives at the discretion of the compensation committee of the board of
      directors and reimbursement of his commuting expenses. The agreement may be
      terminated by us with or without cause or by Mr. Reindl’s resignation. If the
      Company terminates the agreement without cause, the Company is to pay Mr. Reindl
      severance pay equal to his salary for the balance of the term plus the amount
      of
      his bonus for the prior year. During the term of his employment and for a period
      thereafter, Mr. Reindl will be subject to non-competition and non-solicitation
      provisions, subject to standard exceptions.





*Loans
      from Related Parties*




The
      principal equity owner of WM Realty made loans to WM Realty in the year ended
      March 31, 2007. The loan was paid as of September 30, 2007. Interest paid during
      the six months ended September 30, 2007 was $4,735. No interest was paid in
      2006.




*Sale
      and Lease Agreement and Intra-company Receivable*




On
      February 24, 2006, WM Realty Management, LLC borrowed $3,300,000 to finance
      the
      purchase of Ranor’s real property. WM Realty Management purchased the real
      property for $3,000,000 and leased the property on which Ranor’s facilities are
      located pursuant to a net lease. The property was appraised on October 31,
      2005
      at $4,750,000. The Company advanced $226,808 to pay closing costs, which advance
      was repaid when WM Realty Management refinanced the mortgage in October 2006.
      WM
      Realty Management, LLC was formed solely for this purpose; its partners are
      stockholders of the Company. The Company considers WM Realty Management a
      special purpose entity as defined by FIN 46, and therefore has consolidated
      its
      operations into the Company.




On
      October 4, 2006, WM Realty Management placed a new mortgage of $3.2 million
      on
      the property and the existing mortgage of $3.1 million was paid off. The new
      mortgage has a term of ten years, bears interest at 6.75% per annum, and
      provides for monthly payments of principal and interest of $20,595. The payments
      are based on a thirty-year amortization schedule. WM Realty Management has
      the
      right to prepay the mortgage note upon payment of a prepayment premium of 5%
      of
      the amount prepaid if the prepayment is made during the first two years, and
      declining to 1% of the amount prepaid if the prepayment is made during the
      ninth
      or tenth
      year. In connection with the refinancing, Mr. Levy, the principal stockholder
      of
      WM Realty, executed a limited guarantee. Pursuant to the limited guaranty,
      Mr.
      Levy guaranteed the lender the payment of any loss resulting from WM Realty
      Management’s fraud or misrepresentation in connection with the loan documents,
      misapplication of rent and insurance proceeds, failure to pay taxes and other
      defaults resulting from his or WM Realty’s misconduct.




12


**TECHPRECISION
            CORPORATION**
 **NOTES
            TO FINANCIAL STATEMENTS**
  **NOTE
          11. OPERATING LEASE**




Ranor
      leases office equipment under operating lease agreements expiring through
      November 2008. Total rent expense charged to operations was $8,562 for the
      six
      months ended September 30, 2007 and $8,756in the six months ended September
      30,
      2006. Future minimum lease payments under non-cancellable portions of the leases
      as of September 30, 2007, are as follows:





Years
                ending March 31,
            
            **Amount**2008
            
            $
            9,079Total
                minimum lease payments
            
            $
            9,079




**NOTE
      12. SALE AND LEASE**




On
        February 24, 2006 Ranor, Inc. sold its real property to WM Realty Management,
        LLC, a special purpose entity for $3,000,000, and leased the real property
        occupied by Ranor pursuant to a fifteen year lease commencing February 24,
        2006.
        For the years ended March 31, 2007 the Company’s annual rent expense was
        $438,500. This amount was eliminated in consolidation and the interest and
        depreciation were expensed. The current annual




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.




The
      Company has the option to purchase the property at the appraised market value.




The
      minimum future lease payments are as follows:




Year
                Ended March 31,
            
            Amount2008
            
            $
            222,0002009
            
            
            444,0002010
            
            
            444,0002011
            
            
            444,0002012
            
            
            444,000Total
                next five years, 2013 to 2017
            
            
            2,220,000Total
                remaining years, 2018 to 2021
            
            
            1,776,000Total
            
            $
            5,994,000





13


**TECHPRECISION
          CORPORATION**
 **NOTES
          TO FINANCIAL STATEMENTS**


**NOTE
      13. EARNINGS PER SHARE**





The
      Company computes 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 earnings per share for the six-month periods ended September 30, 2007
      and 2006.


Three
                  Months Ended
                September
                  30,
              
              Six
                  Months Ended
                September
                  30,2007
              
              2006
              
              2007
              
              2006Net
                  income (loss) to commonStockholders
              
              $
              601,246
              
              $
              85,986
              
              $
              1,286,073
              
              $
              (377,678
              )Net
                  income (loss) per shareBasic
              
              $
              0.06
              
              $
              0.01
              
              $
              0.13
              
              $
              (0.04
              )Diluted
              
              $
              0.03
              
              $
              —
              
              $
              0.07
              
              $
              (0.04
              )Weighted
                  average number shares of common stock outstanding-basic
              
              
              10,053,000
              
              
              10,009,000
              
              
              10,053,000
              
              
              10,005,557Weighted
                  average number of shares of common stock
                  outstanding-diluted
              
              
              19,313,683
              
              
              19,090,527
              
              
              19,313,683
              
              
              19,087,084


**NOTE
      14. SUBSEQUENT EVENT**





On
      October 3, 2007, a registration statement covering 2,000,000 shares of common
      stock, of which 1,900,000 are shares of common stock issuable upon exercise
      of
      warrants, was declared effective by the Securities and Exchange Commission.
      As
      of November 7, 2007, the Company received $449,133 from the exercise of warrants
      to purchase 1,030,000 shares of common stock.




14







**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, 2007 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, 2007 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
      are a
      nationally recognized manufacturer of high-precision, large scale metal
      fabrications and machined assemblies weighing up to 100 tons. Our wholly-owned
      subsidiary, Ranor, Inc., has been in continuous operation since 1956 with
      clients in the defense, aerospace, commercial, nuclear, alternative energy
      and
      medical industries. Recently, we have refocused our resources on working on
      long-term production programs with clients in the alternative energy (mainly
      solar), nuclear and medical equipment sectors as a result of growing industry
      demands for our services.. 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.




We
      operate a build-to-print business model. In this way, we work with clients
      from
      the design and manufacturing stages to ensure that all projects are completed
      according to the exact client specifications with very close tolerances. We
      believe that we are one of a few operations that offers clients a
“one-stop-shop” for their projects covering, engineering, fabrication,
      machining, quality control, assembly and production control services.





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.
      However, over the last several years, and based on recent project inquiries,
      recent projects awarded and current customer demands for our services and our
      backlog, we believe the market has rebounded and that we are finding increased
      acceptance of our services.




15




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 six months ended September 31, 2007, two
      customers accounted for approximately 62% of our revenue. 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, based
      on increased requests for quotations, that there is an increasing demand for
      services of the type which we perform. We have changed the manner in which
      we
      treat potential business. Ranor and its predecessor had traditionally performed
      services on relatively low margins since the customers demanded more services
      without an increase in cost. We are seeking more long-term projects with a
      more
      predictable cost structure, and we are rejecting or not bidding on projects
      we
      do not believe would generate an adequate gross margin. Thus, in the six months
      ended September 30, 2007, our sales and net income were $12,923,946 and
      $1,286,073, respectively, as compared to revenues of $7,915,271 and a net income
      of $10,555, respectively, for the six months of the previous fiscal year. Our
      gross margin for the six months ended September 30, 2007 was 24.56% as compared
      to 16.8% in the six months ended September 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.




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.





**Growth
      Strategy**





Our
      strategy is to leverage our core-competency as a manufacturer of high-precision,
      large metal fabrications to grow our organization in areas which have shown
      increasing demand and higher margins.





*Target
      Higher Volume, Long-term Contracts -* Historically,
      our orders have often consisted of either one or a small number of products
      with
      limited possibility of subsequent orders for the same product. These orders
      generally provided low margins, particularly because the services demanded
      by
      clients throughout the project lifecycles were unpredictable. Going forward
      we
      intend to concentrate on higher-volume, long-term projects with more predictable
      cost structures, and will not seek to bid on projects which we do not believe
      would generate an adequate gross margin. This strategy has already resulted
      in
      improved profitability with gross margins rising from 13% in the year ended
      March 31, 2006 to 19% in the year ended March 31, 2007 and 24% for the six
      months ended September 30, 2007.





Alternative
      Energy — Solar and Nuclear Power





Rising
      energy demand along with increasing environmental concerns are likely to
      continue driving alternative energy growth, namely the solar and nuclear power
      industries. Because of our capabilities and the nature of the equipment required
      by companies in the alternative energy industries, we intend to focus our
      services in this sector. Currently, the solar industry products that we provide
      represent a significant part of our present business and growth focus as well
      as
      backlog. Our solar products consist of large-scale fabricated and machined
      components used in the production of photovoltaic (PV) cells. This business
      is
      profitable and has seen several quarters of continued growth.




16





As
      a
      result of both the increased prices of oil and gas and the resulting greenhouse
      gas emissions, nuclear power may become an increasingly important source of
      energy, although the use of nuclear power is not without its risks. Given our
      certification from the American
      Society of Mechanical Engineers ,
      along
      with our historic relationships with suppliers in the industry, we believe
      that
      we are qualified to benefit from any increased activity in the nuclear sector
      that may result. One of our customers in currently involved in a variety of
      commercial nuclear reactor repairs and overhaul projects. We have manufactured
      several components needed to support this work. Another customer provides a
      complete nuclear waste storage system to commercial nuclear power plants. We
      manufacture lifting equipment for this company to use in these storage systems.
      We also see fabrication of nuclear fuel storage systems as a potential business
      area.





Diversification
      into other High-growth Industries. As an example of our plan for
      diversification, we are currently working with a customer to manufacture
      critical components for proton bean therapy machines designed to be used to
      treat cancer.





Expansion
      of Manufacturing Facilities *-* We
      plan
      to expand our current manufacturing facilities in the near-term both on-site
      and
      in other locations. This will allow us to increase our overall industry
      offerings and capacity, allowing us to handle high volume orders or niche orders
      simultaneously.





Broaden
      Product and Service Offerings *-* We plan
      to offer more integrated products and turnkey solutions to provide greater
      value
      to our customers. We may target acquisitions that could provide enhance our
      existing business.





As
      of
      September 30, 2007, we had a backlog of firm orders totaling approximately
      $36
      million.  We anticipate that approximately $17 million of this backlog will
      be shipped during the year ended March 31, 2008, and most of the balance will
      be
      shipped in the following year.  The backlog includes orders for more than
      $28 million from two customers.




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.”





**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 2007 financial statements
      from
      the assumptions, estimates and judgments used in the preparation of our 2006
      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 the 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. The unit of delivery method requires the existence of a
      contract to provide the persuasive evidence of an arrangement and determinable
      seller’s price, delivery of the product and reasonable collection prospects. The
      Company has written agreements with the customers that specify contract prices
      and delivery terms. The company recognizes revenues only when the collection
      prospects are reasonable.




17




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 WM Realty Management LLC, a variable interest entity from which
      we
      lease our real estate 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 31. 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 September 30, 2007, we had net operating loss carry-forwards approximating
      $1,347,423 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 limits our ability to use the loss carry-forwards.





**Non-GAAP
      Information**




We
      refer
      to earnings before interest, tax, depreciation and amortization (EBITDA), which
      is a non-GAAP performance measure, because our agreement with Barron Partners
      used 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. Although we are no longer subject to adjustments based on our EBITDA,
      we believe that EBITDA is a meaningful way to reflect the growth of our
      business. 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 six months ended September
      30, 2007 and 2006.




2007
            
            2006Net
                income (loss)
            
            $
            1,286,073
            
            $
            10,555Plus
                interest
            
            
            265,661
            
            
            363,606Plus
                taxes
            
            
            646,234
            
            
            —Plus
                depreciation and amortization
            
            
            235,103
            
            
            418,823EBITDA
            
            $
            2,433,071
            
            $
            792,984




18





**New
      Accounting Pronouncements**




In
      July
      2006, FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes,” which is effective for fiscal years beginning after
      December 15, 2006. The Interpretation prescribes a recognition threshold
      and measurement attribute for the financial statement recognition and
      measurement of a tax position taken or expected to be taken in a tax return.
      The
      Interpretation also provides guidance on derecognition, classification, interest
      and penalties, accounting for interim periods, disclosure, and transition.
      We
      adopted the Interpretation on January 1, 2007. The application of
      Interpretation No. 48 is not expected to have a material effect on our
      financial position and results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      No. 157”). SFAS No. 157 provides a framework for measuring fair value in
      accordance with GAAP, and expands disclosures regarding fair value measurements
      and the effect on earnings. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. The Company has adopted SFAS No. 157. The application
      of SFAS No. 157 is not expected to have a material effect on our financial
      position and results of operations.





In
      September 2006, the U.S. Securities and Exchange Commission (“SEC”) released
      Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements,” (“SAB No. 108”), which provides interpretive guidance on the SEC’s
      views regarding the process of quantifying the materiality of financial
      statement misstatements. SAB No. 108 is effective for years ending after
      November 15, 2006. The application of SAB No. 108 is not expected
      to have a material effect on our financial position and results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides
      reporting entities an option to report selected financial assets, including
      investment securities designated as available for sale, and liabilities,
      including most insurance contracts, at fair value. SFAS 159 establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between companies that choose different measurement attributes for similar
      types
      of assets and liabilities. The standard also requires additional information
      to
      aid financial statement users' understanding of a reporting entity's choice
      to
      use fair value on its earnings and also requires entities to display on the
      face
      of the balance sheet the fair value of those assets and liabilities for which
      the reporting entity has chosen to measure at fair value. SFAS 159 is effective
      as of the beginning of a reporting entity's first fiscal year beginning after
      November 15, 2007. Early adoption is permitted as of the beginning of the
      previous fiscal year provided the entity makes that choice in the first 120
      days
      of that fiscal year and also elects to apply the provisions of SFAS 157. The
      Company has adopted SFAS No. 159. The application of SFAS No. 159 is not
      expected to have a material effect on our financial position and results of
      operations.




19




**Results
      of operations**





**Three
      Months Ended September 30, 2007 and 2006**





The
      following table sets forth information from our statements of operations for
      the
      three months ended September 30, 2007 and 2006, in dollars and as a percentage
      of revenue (dollars in thousands):




Changes
                Three Months
              Ended
                September 30,2007
            
            2006
            
            2006
                to 2007Amount
            
            Percent
            
            Amount
            
            Percent
            
            Amount
            
            PercentNet
                sales
            
            $
            6371
            
            
            100
            %
            $
            3717
            
            
            100
            %
            $
            2654
            
            
            71
            %Cost
                of sales
            
            
            4872
            
            
            76
            %
            
            2842
            
            
            76
            %
            
            2030
            
            
            71
            %Gross
                profit
            
            
            1499
            
            
            24
            %
            
            874
            
            
            24
            %
            
            625
            
            
            72
            %Payroll
                and related costs
            
            
            247
            
            
            4
            %
            
            307
            
            
            8
            %
            
            (
                60
            )
            
            (20
            )%Professional
                expense
            
            
            185
            
            
            3
            %
            
            41
            
            
            1
            %
            
            144
            
            
            351
            %Selling,
                general and administrative
            
            
            80
            
            
            1
            %
            
            199
            
            
            5
            %
            
            (119
            )
            
            (60
            )%Total
                operating expenses
            
            
            513
            
            
            8
            %
            
            547
            
            
            15
            %
            
            (
                34
            )
            
            (6
            )%Income
                (loss) from operations
            
            
            986
            
            
            15
            %
            
            328
            
            
            9
            %
            
            658
            
            
            201
            %Interest
                expense
            
            
            (133
            )
            
            (2
            )%
            
            (181
            )
            
            (5
            )%
            
            48
            
            
            (27
            )%Finance
                costs
            
            
            (3
            )
            
            (0
            )%
            
            (61
            )
            
            (2
            )%
            
            58
            
            
            (95
            )%Total
                other income (expenses
            
            
            (136
            )
            
            (2
            )%
            
            (242
            )
            
            (7
            )%
            
            106
            
            
            (44
            )%Income
                (loss) before income taxes
            
            
            850
            
            
            13
            %
            
            86
            
            
            2
            %
            
            764
            
            
            888
            %Provision
                for income taxes, netof
                tax benefits
            
            
            (249
            )
            
            (4
            )%
            
            —
            
            
            —
            
            
            (249
            )
            
            —Net
                income to commonShareholders
            
            $
            601
            
            
            9
            %
            $
            86
            
            
            2
            %
            $
            515
            
            
            599
            %




Sales
      increased by $2,654,000 or 71%, from $3,717,000 for the quarter ended September
      30, 2006 to $6,371,000 for the quarter ended September 30, 2007. This increase
      in sales reflected improved market conditions for capital goods and increasing
      acceptance of us as a contract manufacturer for major projects.




Our
      cost
      of sales for the quarter September 30, 2007 increased by $2,030,000 to
      $4,872,000 an increase of 71%, from $2,842,000 for quarter ended September
      30,
      2006. The increase in cost of sales reflected the increase in sale, with the
      result that our gross margin was 24% in each period.





Our
      payroll and related costs were $247,000 in the quarter ended September 30,
      2007
      as compared to $307,000 for the quarter ended September 30, 2006. The $60,000
      (20%) decrease in payroll was partly attributable to the termination of the
      management agreement with Techprecision LLC and decrease in compensation of
      sales persons.





Professional
      fees increased from $41,000 to $185,000 for the quarters ended September 30,
      2006 and September 30, 2007, respectively. This increase was attributable to
      increased fees related to regulatory filings.





Selling,
      administrative and other expenses for quarter ended September 30, 2007 were
      $80,000 as compared to $199,000 for quarter ended September 30, 2006, a decrease
      of $119,000 or 60%. The
      reduction in WM Realty’s non-recurring fees was the primary reason for the
      reduction.




Interest
      expense for the quarter ended September 30, 2007 was $133,223 compared to
      $181,033 for the quarter ended September 30, 2006. The decrease of $48,810
      (26.4%) is a result of refinancing the short term loan of WM Realty from with
      a
      longer term loan. The refinancing of the loan also eliminated $150,000
      amortization expenses of deferred short term loan costs.





20




In
      the
      quarter ended September 30, 2006, we were required to adjust the conversion
      price into which our series A preferred stock was convertible into common stock.
      The beneficial effect of the reduction in conversion price of preferred stock
      to
      common stock from $0.285 to $0.24225 was $.04275 per share for a total of
      $398,788 which was recognized as a preferred stock deemed dividend. This was
      a
      non-cash transaction.





As
      a
      result of the foregoing, our net income allocable to common stockholders was
      $601,246 ($0.06 per share basic and $0.03 per share diluted) in the three months
      ended September 30, 2007 as compared to $85,986 ($.01 per share basic and $.00
      per share diluted) in the three months ended September 30, 2006.





**Six
      Months Ended September 30, 2007 and 2006**





The
      following table sets forth information from our statements of operations for
      the
      six months ended September 30, 2007 and 2006, in dollars and as a percentage
      of
      revenue (dollars in thousands):




Change
                Six Months Ended
              September
                30,2007
            
            2006
            
            2006
                to 2007Amount
            
            Percent
            
            Amount
            
            Percent
            
            Amount
            
            PercentNet
                sales
            
            $
            12,924
            
            
            100
            %
            $
            7,915
            
            
            100
            %
            $
            5,009
            
            
            63
            %Cost
                of sales
            
            
            9,749
            
            
            75
            %
            
            6,252
            
            
            79
            %
            
            3,497
            
            
            56
            %Gross
                profit
            
            
            3,175
            
            
            25
            %
            
            1,663
            
            
            21
            %
            
            1,512
            
            
            91
            %Payroll
                and related costs
            
            
            592
            
            
            5
            %
            
            650
            
            
            8
            %
            
            (58
            )
            
            (9
            )%Professional
                expense
            
            
            229
            
            
            2
            %
            
            152
            
            
            2
            %
            
            77
            
            
            51
            %Selling,
                general andAdministrative
            
            
            151
            
            
            1
            %
            
            273
            
            
            3
            %
            
            (122
            )
            
            (45
            )%Total
                operating expenses
            
            
            972
            
            
            8
            %
            
            1,076
            
            
            14
            %
            
            (104
            )
            
            (10
            )%Income
                (loss) from operations
            
            
            2,203
            
            
            17
            %
            
            587
            
            
            7
            %
            
            1,616
            
            
            275
            %Interest
                expense
            
            
            266
            
            
            2
            %
            
            364
            
            
            5
            %
            
            (98
            )
            
            (27
            )%Finance
                costs
            
            
            5
            
            
            0
            %
            
            213
            
            
            3
            %
            
            (208
            )
            
            (98
            )%Income
                (loss) before incomeTaxes
            
            
            1,932
            
            
            15
            %
            
            11
            
            
            0
            %
            
            1,921
            
            
            17,464
            %Provision
                for income taxes
            
            
            646
            
            
            5
            %
            
            —
            
            
            —
            
            
            646
            
            
            —Net
                Income (loss)
            
            
            1,286
            
            
            10
            %
            
            11
            
            
            0
            %
            
            1,275
            
            
            11,591
            %Deemed
                dividend
            
            
            —
            
            
            —
            
            
            (388
            )
            
            (5
            )%
            
            388
            
            
            (100
            )%Income
                (Loss) to common shareholders
            
            $
            1,286
            
            
            10
            %
            $
            (378
            )
            
            (5
            )%
            $
            1,664
            
            
            (440
            )%





21





Sales
      increased by $5,009,000 or 63%, from $7,915,000 for the six months ended
      September 30, 2006 to $12,923,000 for the six months ended September 30, 2007.
      This increase in sales reflected improved market conditions for capital goods
      and increasing acceptance of us as a contract manufacturer for major projects.




Our
      cost
      of sales for the six months ended September 30, 2007 increased by $3,497,000
      to
      $9,749,000 an increase of 56%, from $6,252,000 for the six months ended
      September 30, 2006. This increase was less than the increase in sales, resulting
      in an improvement in the gross margin from 21% to 25%. The increase in gross
      profit for the six month period largely reflects an improved profit margin
      in
      the first quarter as a result of sales of products in which we have competitive
      production advantage. In the second quarter, the increase in cost of goods
      sold
      because of additional material requirements of the products and miscellaneous
      production expenses was in part offset by the lower direct labor
      requirement.





Our
      payroll and related costs were $592,000 for the six months ended September
      30,
      2007 as compared to $650,000 for the six months ended September 30, 2006. The
      $58,000 (9%) decrease in payroll was partially attributable to the termination
      of the management agreement with Techprecision LLC and decrease in compensation
      of the salespersons.





Professional
      fees increased from $152,000 to $229,000 for the six months ended September
      30,
      2006 and September 30, 2007, respectively. This increase was attributable to
      increased fees related to regulatory filings.





Total
      selling, administrative and other expenses for the six months ended September
      30, 2007 were $151,000 as compared to $273,000 for the six months ended
      September 30, 2006, a decrease of $122,000 or 45%. The
      reduction in WM Realty’s non-recurring fees was the primary reason for the
      reduction.




Interest
      expense for the six months ended September 30, 2007 was $266,000 as compared
      to
      $364,000 for the six months ended September 30, 2006. The decrease of $98,000
      (27%) is a result of refinancing the short term loan of WM Realty from with
      a
      longer term loan. The refinancing of the WM Realty loan also eliminated the
      financing costs of the previous loan (i.e. the amortization expenses of deferred
      costs of the short term loan) by $208,000 (98%).




**Liquidity
      and Capital Resources**




At
      September 30, 2007, we had working capital of $4,498,000 as compared with
      working capital of $3,398,000 at March 31, 2007, an increase of $1,100,000
      reflecting our increased level of business. The following table sets forth
      information as to the principal changes in the components of our working capital
      (dollars in thousands).





Category
            
            September
              30,
                2007
            
            March
              31,
                2007
            
            Change
              Amount
            
            Change
              PercentageCash
                and cash equivalents
            
            $
            2,812
            
            $
            1,444
            
            $
            1,368
            
            
            95
            %Accounts
                receivable, net
            
            
            3,149
            
            
            2,685
            
            
            464
            
            
            17
            %Costs
                incurred onuncompleted
                contracts
            
            
            3,314
            
            
            1,226
            
            
            2,088
            
            
            170
            %Prepaid
                expenses
            
            
            1,555
            
            
            270
            
            
            1,285
            
            
            475
            %Accounts
                payable
            
            
            1,780
            
            
            1,299
            
            
            481
            
            
            37
            %




The
      cash
      flows from operations were $1,884,000 as compared to $575,000 in the six months
      ended September 30, 2007 as compared to 2006. Increase in revenues and advanced
      billings were primary sources of increased operating cash inflows.





The
      cash
      outflows for financing activities were $387,000 and $408,000 during the six
      months ended September 30, 2007 and 2006. The principal payment of the Sovereign
      bank notes was $286,000 the auto loan $3,000 and the Amalgamated mortgage note
      $18,000 in the six months ended September 30, 2007. WM Realty repaid $60,000
      loan from a shareholder and made a capital distribution of $21,000 in the six
      months ended September 30, 2007.




22




The
      amount of cash expended for additional property, plant and equipment were
      $129,000 and $187,000 in the six months ended September 30, 2007 and 2006,
      respectively.





As
      a
      result of increased operating cash inflows and reduced cash outflows during
      the
      six months ended September 30, 2007, our cash balance increased by $1,368,000
      as
      compared to a decrease of $20,000 in the six months ended September 30, 2007
      as
      compared to 2006.




Pursuant
      to FASB Interpretation No. 46, we are required to include the real property
      that
      we sold to WM Realty at our historical cost and record the liability as a
      liability on our balance sheet. In October 2006, WM Realty refinanced its real
      estate mortgage with a ten-year mortgage with interest at 6.75%. As a result,
      our short term liability with respect to this mortgage reflects only current
      amortization. The cost of refinancing, which was approximately $104,000, is
      amortized over the term of the loan. Further, WM Realty used the proceeds of
      the
      mortgage loan to pay us the money we advanced to WM Realty at the time of its
      initial purchase of the real estate from us in February 2006.




As
      part
      of the October 2006 refinancing of the mortgage given by WM Realty on the
      property leased by us, a new mortgage of $3.2 million was placed on the property
      and the existing mortgage of $3.1 million was paid off. The new mortgage has
      a
      term of ten years, bears interest at 6.75% per annum, and provides for monthly
      payments of principal and interest of $21,000. The monthly payments are based
      on
      a thirty-year amortization schedule, with the unpaid principal being due in
      full
      on November 1, 2016. WM Realty has the right to prepay the mortgage note upon
      payment of a prepayment premium of 5% of the amount prepaid if the prepayment
      is
      made during the first two years, and declining to 1% of the amount prepaid
      if
      the prepayment is made during the ninth or tenth year.




The
      loan
      and security agreement with Sovereign Bank, pursuant to which we borrowed
      $4,000,000 on a term loan basis in connection with the acquisition of Ranor,
      and, as a result of a June 2007 amendment to the loan and security agreement,
      we
      have a $2,000,000 revolving credit facility and a $500,000 capital expenditure
      facility. Pursuant to the agreement, Ranor is required to maintain a ratio
      of
      earnings available for fixed charges to fixed charges of at least 1.2 to 1,
      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
      term
      note is due on March 1, 2013, and is payable in 28 quarterly installments of
      $143,000. The note bears interest at 9% per annum through December 31, 2010
      and
      at prime plus 11⁄2% thereafter. At March 31, 2007 the principal balance due on our
      term loan to Sovereign Bank was $3,429,000.




The
      revolving note bears interest at prime plus 1⁄2%, and we have the right to borrow
      at a LIBOR rate plus 300 basis points. We may borrow, subject to the borrowing
      formula at any time prior to June 30, 2009. Any advances under the revolving
      note become due on June 30, 2009. The maximum borrowing under the revolving
      note
      is the lesser of (i) $2,000,000 or (ii) the sum of 70% of eligible accounts
      receivable and 40% of eligible inventory. At September 30, 2007, there were
      no
      borrowings under the line and maximum available under the borrowing formula
      was
      $2,000,000




Under
      our
      capital expenditures facility, we may borrow up to $500,000 until February
      1,
      2008, with interest only payable through February 1, 2008 and the principal
      to
      be amortized over a five-year term commencing March 1, 2008. As of March 31,
      2007, we had not borrowed any money under this facility.




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.




23





While
      we
      believe that the $2,000,000 revolving credit facility, which remained unused
      as
      of September 30, 2007 and terminates in June 2009, our $500,000 capital
      expenditure facility 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
      2008, 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 since potential investors are
      often reluctant to negotiate a financing when another party has a right to
      match
      the terms of the financing.





In
      October 2007, a registration statement covering 2,000,000 shares of common
      stock, of which 1,900,000 are shares of common stock issuable upon exercise
      of
      warrants, was declared effective by the Securities and Exchange Commission.
      As
      of November 7, 2007, we received $449,133 from the exercise of warrants to
      purchase 1,030,000 shares of common stock. If all of the warrants for which
      the
      underlying shares are exercised, we could receive a maximum of $828,495 .
      However, we cannot give any assurance that the warrants will be
      exercised.





To
      the
      extent that we are able to implement our program for expansion, including the
      purchase of additional equipment or the expansion of our facilities, we will
      require additional capital. To the extent that we receive funds from the
      exercise of the warrants, we will be able to use these proceeds to fund our
      capital budget. However, regardless of whether we receive additional proceeds
      from the exercise of warrants, we believe that our available cash, together with cash flow from operations and our existing
      available credit facilities will be sufficient to enable us to meet our
      anticipated cash requirements over the next year.





**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.





Our
      principal executive officer and principal financial officer have concluded
      that
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls during the quarterly period
      covered by this report.





**PART
      II.**  **OTHER
      INFORMATION**





**Item
      1. Legal Proceedings**





As
      previously reported, on June 11, 2007, the Environmental Protection Agency
      issued an administrative complaint against us relating to alleged violations
      of
      the Clean Water Act and the Emergency Planning and Community Right-to-Know
      Act,
      known as “EPCRA.” The complaint in the action In the Matter of Ranor, Inc. and
      Techprecision Corporation is filed with Boston office of the EPA. In August
      2007, we entered into a consent agreement and final order with the EPA of all
      claims contained in the complaint. In September 2007, a final order was issued
      in the proceeding. Pursuant to the settlement, we paid a total penalty of
      $105,635, of which $15,000 is in the form of a special environmental project
      by
      which we are to purchase specified emergency response equipment and donate
      the
      equipment to the Westminster, Massachusetts Fire Department.





24




**Item
      4. Submission of Matters to a Vote of Security Holders**





On
      August
      21, 2007, the holders of 6,746,200 shares of common stock, or 67.1% of our
      outstanding common stock voted (i) for the election of James G. Reindl, Stanley
      A. Youtt, Michael Holly, Larry Steinbrueck and Louis A. Winoski as directors,
      and (ii) approved the selection of the firm of Tabriztchi & Co., CPA, P.C.
      as our independent registered public accounting firm for the year ending March
      31, 2008.





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





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act32.1
            Certification
                of Chief Executive and Financial Officer pursuant to Section 906
                of the
                Sarbanes-Oxley Act





25





**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:
                November 14, 2007
            
            
            /s/ James G. ReindlJames
                G. Reindl,
              Chief
                Executive OfficerDated:
                November 14, 2007
            
            
            /s/ Mary DesmondMary
                Desmond,
              Chief
                Financial Officer




26