**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the quarterly period ended June 30, 2008**


**OR**




**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      the transition period from** **** **to** **** ****


**Commission
      File Number 0-51378**




**TECHPRECISION
      CORPORATION**


***(Exact
      name of registrant as specified in its charter)***


**DELAWARE**
            
            **51-0539828*****(State
                or other jurisdiction of incorporation or
                organization)***
            
            ***(I.R.S.
                Employer Identification No.)*****Bella
                Drive, Westminster, Massachusetts 01473**
            
            **01473*****(Address
                of principal executive offices)***
            
            ***(Zip
                Code)***




**(978) 874-0591** ******


***(Registrant’s
      telephone number, including area code)***





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 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   ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filero
            
            Accelerated
                fileroNon-Accelerated
                Filero
            
            Smaller
                reporting companyx





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





The
      number of shares of the Registrant’s common stock, par value $.0001 per share,
      issued and outstanding at August 5, 2008 was 13,868,995.





**Table
      of Contents**


**TECHPRECISION
      CORTPORATION**




**Page**PART
                I
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                StatementsConsolidated
                Balance Sheets at June 30, 2008 (unaudited) and March 31, 2008
            
            3Consolidated
                Statements of Income for the Three and Six Months Ended June 30,
                2008 and
                2007 (unaudited)
            
            4Consolidated
                Statements of Cash Flows for the Six Months Ended June 30, 2008 and
                2007
                (unaudited)
            
            5Notes
                to Consolidated Financial Statements
            
            7Item
                4.
            
            Controls
                and Procedures
            
            23PART
                II
            
            OTHER
                INFORMATIONItem
                2.
            
            Unregistered
                sales of equity securities and use of proceedsItem
                6.
            
            Exhibits
            
            25SIGNATURESEXHIBIT
                INDEX
            
            25








**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      BALANCE SHEETS**





June
                30,
              2008
              (unaudited)
            
            March
                31,
              2008CURRENT
                ASSETSCash
                and cash equivalents
            
            $
            3,773,889
            
            $
            2,852,676Accounts
                receivable, less allowance for doubtful accounts of
                $25,000
            
            
            6,400,652
            
            
            4,509,336Costs
                incurred on uncompleted contracts, in excess of progress
                billings
            
            
            2,754,675
            
            
            4,298,683Inventories-
                raw materials
            
            
            253,090
            
            
            195,506Prepaid
                expenses
            
            
            251,833
            
            
            1,039,117Deferred
                income tax
            
            
            90,772
            
            
            -Total
                current assets
            
            
            13,524,911
            
            
            12,895,318Property,
                plant and equipment, net
            
            
            2,801,876
            
            
            2,810,981Deposit
                on fixed assets
            
            
            390,000
            
            
            240,000Deferred
                loan cost, net
            
            
            117,867
            
            
            121,692Total
                assets
            
            $
            16,834,654
            
            $
            16,067,991CURRENT
                LIABILITIESAccounts
                payable
            
            $
            2,038,662
            
            $
            990,533Accrued
                expenses
            
            
            1,748,430
            
            
            1,480,507Progress
                billings in excess of cost of uncompleted contracts
            
            
            1,327,844
            
            
            3,418,898Current
                maturity of long-term debt
            
            
            614,467
            
            
            613,832Total
                current liabilities
            
            
            5,729,403
            
            
            6,503,770LONG-TERM
                DEBTNotes
                payable- noncurrent
            
            
            5,251,130
            
            
            5,404,981Total
                liabilities
            
            
            10,980,533
            
            
            11,908,751Commitments
                and contingenciesSTOCKHOLDERS’
                EQUITYPreferred
                stock- par value $.0001 per share, 10,000,000 shares authorized,
                of which
                9,000,000 are designated as Series A Preferred Stock,with
                issued and outstanding: 6,484,969 shares at June 30, 2008 and 7,018,064
                shares at March 31, 2008
            
            
            2,344,580
            
            
            2,542,643Common
                stock -par value $.0001 per share, authorized — 90,000,000 shares,Issued
                and outstanding: 13,685,995 shares at June 30, 2008 and
                12,572,995**shares**at
                March 31, 2008.
            
            
            1,371
            
            
            1,259Paid
                in capital
            
            
            2,946,028
            
            
            2,624,892Retained
                earnings (deficit)
            
            
            562,142
            
            
            (1,009,554
            )Total
                stockholders’ equity
            
            
            5,854,121
            
            
            4,159,240Total
                liabilities and stockholders’ equity
            
            $
            16,834,654
            
            $
            16,067,991


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


3




**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(unaudited)**





Three
                months endedJune
                30,2008
            
            2007Net
                sales
            
            $
            11,658,134
            
            $
            6,553,112Cost
                of sales
            
            
            8,277,803
            
            
            4,877,572Gross
                profit
            
            
            3,380,331
            
            
            1,675,540Operating
                expenses:Salaries
                and related expenses
            
            
            435,095
            
            
            344,291Professional
                fees
            
            
            47,687
            
            
            44,045Selling,
                general and administrative
            
            
            138,996
            
            
            70,620Total
                operating expenses
            
            
            621,778
            
            
            458,956Income
                from operations
            
            
            2,758,553
            
            
            1,216,584Other
                income (expenses)Interest
                expense
            
            
            (118,781
            )
            
            (132,438
            )Interest
                income
            
            
            --
            
            
            275Finance
                costs
            
            
            (3,826
            )
            
            (2,589
            )Total
                other income (expense)
            
            
            (122,607
            )
            
            (134,752
            )Income
                before income taxes
            
            
            2,635,946
            
            
            1,081,832Provision
                for income taxes, net
            
            
            (1,064,250
            )
            
            (397,005
            )Net
                income
            
            $
            1,571,696
            
            $
            684,827Net
                income per share of common stock (basic)
            
            $
            .12
            
            $
            .07Net
                income per share (diluted)
            
            $
            .06
            
            $
            .04Weighted
                average number of shares outstanding (basic)
            
            
            12,925,606
            
            
            10,051,000Weighted
                average number of shares outstanding (diluted)
            
            
            26,421,957
            
            
            19,313,683





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


4





**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(unaudited)**





Three
                Months EndedJune
                30,
            
            June
                30,2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            1,571,696
            
            $
            684,827Non
                cash items included in net income:Depreciation
                and amortization
            
            
            136,471
            
            
            117,295Deferred
                income taxes
            
            
            (90,772
            )
            
            -Shares
                issued for services
            
            
            -
            
            
            720(Increase)
                decrease in operating assets and liabilities:Accounts
                receivable
            
            
            (1,891,316
            )
            
            (686,828
            )Inventory
            
            
            (57,584
            )
            
            (12,654
            )Costs
                incurred on uncompleted contracts
            
            
            4,790
            
            
            (969,695
            )Prepaid
                expenses
            
            
            787,284
            
            
            113,286Accounts
                payable and accrued expenses
            
            
            1,316,052
            
            
            796,989Customer
                advances
            
            
            (551,836
            )
            
            -Net
                cash provided by operating activities
            
            
            1,224,785
            
            
            43,940CASH
                FLOWS USED IN INVESTING ACTIVITIESPurchases
                of property, plant and equipment
            
            
            (123,540
            )
            
            (63,472
            )Deposits
                on equipment
            
            
            (150,000
            )
            
            -Net
                cash used in investing activities
            
            
            (273,540
            )
            
            (63,472
            )CASH
                FLOWS FROM FINANCING ACTIVITIESDistribution
                of WM Realty members
            
            
            (46,875
            )
            
            -Additional
                Paid in Capital
            
            
            -
            
            
            (10,500
            )Exercise
                of warrants
            
            
            170,060
            
            
            -Payment
                of notes
            
            
            (153,217
            )
            
            (182,701
            )Net
                cash provided by (used in) financing activities
            
            
            (30,032
            )
            
            (193,201
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            921,213
            
            
            (212,733
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            2,852,676
            
            
            1,443,998CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            3,773,889
            
            $
            1,231,265




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


5


**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(unaudited)**


**(Continued)**


Years
                  ended June 30,2008
              
              2007SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS INFORMATIONCash
                  paid during the three months ended June 30, 2008 for:Interest
                  expense
              
              $
              118,781
              
              $
              132,438Income
                  taxes
              
              $
              937,067
              
              $
              2,985




SUPPLEMENTAL
      INFORMATION - NONCASH TRANSACTIONS:




**Three
      months Ended June 30, 2008**




During
      the three months ended June 30, 2008, the Company issued 723,000 shares of
      common stock upon conversion of 553,093 shares of series A preferred stock,
      based on a conversion ratio of 1.3072 shares of common stock for each share
      of
      series A preferred stock. The conversion price of each share of common stock
      was
      computed at $0.2180.




During
      the three months ended June 30, 2008, the Company issued 390,000 shares of
      common stock upon exercise of 390,000 warrants having an exercise price of
      $.43605. The Company had estimated the costs of warrants at $.03 per warrant
      using Black-Scholes model, at the time of issuance.




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


6


**TECHPRECISION
      CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(unaudited)**





NOTE
      1. DESCRIPTION
      OF BUSINESS




TechPrecision
      Corporation (“TechPrecision”) is a Delaware corporation organized in February
      2005 under the name Lounsberry Holdings II, Inc. The name was changed to
      TechPrecision Corporation on March 6, 2006. TechPrecision is the parent company
      of Ranor, Inc. (“Ranor”), a Delaware corporation. TechPrecision and Ranor are
      collectively referred to as the “Company.”




The
      Company manufactures metal fabricated and machined precision components and
      equipment. These products are used in a variety of markets including the
      alternative energy, medical, nuclear, defense, industrial, and aerospace
      industries.




NOTE
      2.
      SIGNIFICANT ACCOUNTING POLICIES




**Basis
      of Presentation**




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States for interim financial information and with the instructions to
      Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
      all
      of the information and footnotes required by generally accepted accounting
      principles for complete financial statements. In the opinion of management,
      all
      adjustments (consisting of normal recurring accruals) considered necessary
      for a
      fair presentation have been included. Operating results for the three-month
      period ended June 30, 2008 are not necessarily indicative of the results that
      may be expected for the year ended March 31, 2009.




For
      further information, refer to the consolidated financial statements and
      footnotes thereto included in the Company’s Annual report on form 10-KSB for the
      year ended March 31, 2008.




**Consolidation**




On
      February 24, 2006, TechPrecision acquired all stock of Ranor in a transaction
      which is accounted for as a recapitalization (reverse acquisition), with Ranor
      being treated as the acquiring company for accounting purposes.




The
      accompanying consolidated financial statements include the accounts of the
      Company as well as a variable interest entity. Intercompany transactions and
      balances have been eliminated in consolidation.




**Variable
      Interest Entity**




The
      Company has consolidated WM Realty Management LLC (“WM Realty), a variable
      interest entity that entered into a sale and leaseback contract with the Company
      in 2006, to conform to FASB Interpretation No. 46, “Consolidation of Variable
      Interest Entities” (FIN 46). The Company has also adopted the revision to FIN
      46, FIN 46R, which clarified certain provisions of the original interpretation
      and exempted certain entities from its requirements.


7


**Segment
      Information**




In
      accordance with SFAS No. 131, *“Disclosures
      about Segments of an Enterprise and Related Information”* (SFAS
      131), and based on the nature of the Company’s products, technology,
      manufacturing processes, customers and regulatory environment, the Company
      operates in one industry segment - metal fabrication and precision machining.
      All of the Company’s operations, assets and customers are located in the United
      States.




**Use
      of Estimates in the Preparation of Financial Statements**




In
      preparing financial statements in conformity with generally accepted accounting
      principles, management is required to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and revenues
      and
      expenses during the reported period. Actual results could differ from those
      estimates.




**New
      Accounting Pronouncements**




In
      December 2007, FASB issued Statement of Financial Accounting Standards
      No. 141(R), *“Business
      Combinations”* (“SFAS
      141(R)”). SFAS No. 141(R) establishes principles and requirements for how
      an acquirer recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any non-controlling interest
      in
      the acquiree and recognizes and measures the goodwill acquired in the business
      combination or a gain from a bargain purchase. SFAS No. 141(R) also sets
      forth the disclosures required to be made in the financial statements to
      evaluate the nature and financial effects of the business combination. SFAS
      No. 141(R) is effective for fiscal years beginning after December 15,
      2008. The effects of the adoption of this standard in 2009 will be prospective.




In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      No. 160, *“Non-controlling
      Interests in Consolidated Financial Statements, an amendment of ARB
      No. 51* ”
(“SFAS
      No. 160”). SFAS No. 160 establishes accounting and reporting standards
      that require that the ownership interests in subsidiaries held by parties other
      than the parent be clearly identified, labeled, and presented in the
      consolidated statement of financial position within equity, but separate from
      the parent’s equity; the amount of consolidated net income attributable to the
      parent and to the non-controlling interest be clearly identified and presented
      on the face of the consolidated statement of income; and changes in a parent’s
      ownership interest while the parent retains its controlling financial interest
      in its subsidiary be accounted for consistently. SFAS No. 160 also requires
      that any retained non-controlling equity investment in the former subsidiary
      be
      initially measured at fair value when a subsidiary is deconsolidated. SFAS
      No. 160 also sets forth the disclosure requirements to identify and
      distinguish between the interests of the parent and the interests of the
      non-controlling owners. SFAS No. 160 is effective for fiscal years
      beginning after December 15, 2008. The Company has not yet determined the
      anticipated effect, if any, of the adoption of this standard in 2009.




In
      March
      2008, the FASB issued Statement No. 161, " *Disclosures
      about Derivative Instruments and Hedging Activities* "
      ("SFAS
      161"). SFAS 161 requires enhanced disclosures about an entity's derivative
      and
      hedging activities and is effective for fiscal years and interim periods
      beginning after November 15, 2008, with early application encouraged. We do
      not
      expect the adoption of SFAS 161 to have a material effect on our consolidated
      financial statements.




In
      April 2008, the FASB issued FSP FAS 142-3, “ *Determination
      of Useful Life of Intangible Assets* ”
(“FSP
      FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in
      developing the renewal or extension assumptions used to determine the useful
      life of a recognized intangible asset under FAS 142, “Goodwill and Other
      Intangible Assets.” FSP FAS 142-3 also requires expanded disclosure related to
      the determination of intangible asset useful lives. FSP FAS 142-3 is effective
      for fiscal years beginning after December 15, 2008. Earlier adoption is not
      permitted. We do not expect the adoption of this FSP to have a material effect
      on our consolidated financial statements.


8





In
      May
      2008, the FASB issued Staff Position No. APB 14-1, " *Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)* "
      (the
      "FSP"), which clarifies the accounting for convertible debt instruments that
      may
      be settled in cash (including partial cash settlement) upon conversion. The
      FSP
      requires issuers to account separately for the liability and equity components
      of certain convertible debt instruments in a manner that reflects the issuer's
      nonconvertible debt (unsecured debt) borrowing rate when interest cost is
      recognized. The FSP requires bifurcation of a component of the debt,
      classification of that component in equity and the accretion of the resulting
      discount on the debt to be recognized as part of interest expense in our
      consolidated statement of operations. The FSP requires retrospective application
      to the terms of instruments as they existed for all periods presented. This
      FSP
      is effective for financial statements issued for fiscal years beginning after
      December 15, 2008, and interim periods within those fiscal years. We do not
      expect the adoption of this FSP to have a material effect on our consolidated
      financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles.* ”
This
      Statement identifies the sources of accounting principles and the framework
      for
      selecting the principles to be used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with GAAP in the
      United States (the GAAP hierarchy). This Statement will not have any impact
      on
      the Company’s consolidated financial statements.




In
      May
      2008, the FASB issued SFAS No. 163, “ *Accounting
      for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement
      No. 60.* ”
The
      scope of this Statement is limited to financial guarantee insurance (and
      reinsurance) contracts, as described in this Statement, issued by enterprises
      included within the scope of Statement 60. Accordingly, this Statement does
      not
      apply to financial guarantee contracts issued by enterprises excluded from
      the
      scope of Statement 60 or to some insurance contracts that seem similar to
      financial guarantee insurance contracts issued by insurance enterprises (such
      as
      mortgage guaranty insurance or credit insurance on trade receivables). This
      Statement also does not apply to financial guarantee insurance contracts that
      are derivative instruments included within the scope of FASB Statement No.
      133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
      will not have any impact on the Company’s consolidated financial
      statements.





In
      June
      2008, the FASB issued Emerging Issues Task Force Issue 07-5 “ *Determining
      whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own
      Stock* ”
(“EITF
      No. 07-5”). This Issue is effective for financial statements issued for fiscal
      years beginning after December 15, 2008, and interim periods within those fiscal
      years. Early application is not permitted. Paragraph 11(a) of Statement of
      Financial Accounting Standard No 133 “Accounting for Derivatives and Hedging
      Activities” (“SFAS 133”) specifies that a contract that would otherwise meet the
      definition of a derivative but is both (a) indexed to the Company’s own
      stock and (b) classified in stockholders’ equity in the statement of
      financial position would not be considered a derivative financial instrument.
      EITF No.07-5 provides a new two-step model to be applied in determining whether
      a financial instrument or an embedded feature is indexed to an issuer’s own
      stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception.
      Management is currently evaluating the impact of adoption of EITF No. 07-5
      on
      the Company’s consolidated financial statements.





In
      June
      2008, FASB issued EITF Issue No. 08-4, “ *Transition
      Guidance for Conforming Changes to Issue No. 98-5 (“EITF No.
      08-4* ”)”. The
      objective of EITF No.08-4 is to provide transition guidance for conforming
      changes made to EITF No. 98-5, “Accounting for Convertible Securities with
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”,
      that result from EITF No. 00-27 “Application of Issue No. 98-5 to Certain
      Convertible Instruments”, and SFAS No. 150, “Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity”. This Issue is
      effective for financial statements issued for fiscal years ending after December
      15, 2008. Early application is permitted. Management is currently
      evaluating the impact of adoption of EITF No. 08-45, on the Company’s
      consolidated financial statements.


9


.


In
      June
      2007, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue
      No. 07-3, “ *Accounting
      for Nonrefundable Advance Payments for Goods or Services Received to Be Used
      in
      Future Research and Development Activities* ”
(“EITF
      No. 07-3”). EITF No. 07-3 requires companies that are involved in research and
      development activities to defer nonrefundable advance payments for future
      research and development activities and to recognize those payments as goods
      and
      services are delivered. The Company will be required to assess on an ongoing
      basis whether or not the goods or services will be delivered and to expense
      the
      nonrefundable advance payments immediately if it is determined that delivery
      is
      unlikely. EITF No. 07-3 is effective for new arrangements entered into
      subsequent to the beginning of the Company’s fiscal year 2009. The Company is
      currently evaluating the impact that the adoption of EITF No. 07-3 will have,
      but does not believe it will be material to the consolidated financial position
      or results of operations.







NOTE
      3.
      COSTS INCURRED ON UNCOMPLETED CONTRACTS




The
      Company recognizes revenues based upon the units-of-delivery method. The
      advance billing and deposits include 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.  The following table sets forth information as to costs
      incurred on uncompleted contracts at June 30, 2008 and March 31,
      2008:




June
                30, 2008
            
            March
                31, 2008Cost
                incurred on uncompleted contracts, beginning balance
            
            $
            10,633,862
            
            $
            5,455,142Total
                cost incurred on contracts during the period
            
            
            8,252,717
            
            
            28,651,712Less
                cost of sales, during the period
            
            
            (8,257,507
            )
            
            (23,472,992
            )Cost
                incurred on uncompleted contracts, ending balance
            
            $
            10,629,072
            
            $
            10,633,862Billings
                on uncompleted contracts, beginning balance
            
            $
            6,335,179
            
            $
            4,188,697Plus:
                Total billings incurred on contracts in progress
            
            
            13,197,352
            
            
            19,956,718Less:
                Contracts recognized as revenue, during the period
            
            
            (11,658,134
            )
            
            (17,810,236
            )Billings
                on uncompleted contracts, ending balance
            
            $
            7,874,397
            
            $
            6,335,179Cost
                incurred on uncompleted contracts, ending balance
            
            $
            10,629,072
            
            $
            10,633,862Billings
                on uncompleted contracts, net of deferred revenue
            
            
            (7,874,397
            )
            
            (6,335,179
            )Costs
                incurred on uncompleted contracts, in excess of progress
                billings
            
            $
            2,754,675
            
            $
            4,298,683




As
      of
      June 30, 2008, the Company had progress billings in excess of cost of
      uncompleted contracts (i.e. customer prepayments and deferred revenues) totaling
      $1,327,844.




NOTE
      4.
      PREPAID EXPENSES




As
        of
        June 30, 2008 and March 31, 2008, the prepaid expenses included the following:
  June
                  30, 2008
              
              March
                  31, 2008Insurance
              
              $
              121,488
              
              $
              145,338Real
                  estate taxes
              
              
              4,438
              
              
              4,438Prepayments
                  on materials
              
              
              100,096
              
              
              882,739Equipment
                  maintenance
              
              
              25,811
              
              
              6,602Total
              
              $
              251,833
              
              $
              1,039,117


10




The
      reduction in prepayments on materials reflected the receipt and subsequent
      use
      of steel in various contracts after fiscal year end.




NOTE
      5.
      LONG-TERM DEBT




The
      following debt obligations, outstanding on June 30, 2008 and March 31, 2008:




June
                30,
              2008
            
            March
                31,
              20081.
                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
            
            $
            2,714,286
            
            $
            2,857,1422.
                Long-term mortgage loan issued on October 4, 2006:Amalgamated
                Bank mortgage loan to WM Realty- 10 years, annual interest rate 6.75%,
                monthly interest and principal payment $20,955. The amortization
                is based
                on a 30- year term. 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.
            
            
            3,145,383
            
            
            3,154,1713.
                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
            
            
            5,928
            
            
            7,500Total
                long-term debt
            
            
            5,865,597
            
            
            6,018,813Principal
                payments due within one year
            
            
            614,467
            
            
            613,832Principal
                payments due after one year
            
            $
            5,251,130
            
            $
            5,404,981




On
      February 24, 2006, Ranor entered into a loan and security agreement with
      Sovereign Bank. Pursuant to the agreement, the bank has granted Ranor a term
      loan of $4,000,000 (“Term Note”) and extended Ranor a line of credit of
      $1,000,000, with an initial interest rate of 9%. In February 2007, Ranor entered
      into an amendment to the agreement with the bank which (i) reduced the interest
      rate from prime plus 11⁄2% to prime plus 1% and increased the revolving credit
      line of $2,000,000 (“Revolving Note’) and (ii) provided for Ranor to borrow up
      to $500,000 at in order to finance capital expenditures. Under this capital
      expenditures facility, Ranor was able to borrow up to $500,000 until the
      February 1, 2008. On November 30, 2007, Ranor and the bank entered into second
      amendment to the loan agreement pursuant to which the capital expenditure line
      was increased to $3,000,000, which is available to Ranor until November 30,
      2008. Any borrowings under the capital expenditures line are amortized over
      five
      years, commencing December 1, 2008. The interest on the capital expenditure
      loans is equal to the prime plus 1⁄2% per annum through November 30, 2008. After
      November 2008, the interest is charged on the outstanding balance of the capital
      expenditures loan at the annual rate that the bank offers to pay for its
      wholesale liabilities, adjusted for reserve requirement, plus 2.25% (“Cost of
      Fund Rate”.) As of June 30, 2008 and March 31, 2008, there were no borrowings
      outstanding under either the revolving line or the capital expenditure line.
      Any
      outstanding principal or accrued interest has to be paid off on or before
      November 2013, the maturity date.


11




The
      Term
      Note is subject to various covenants that include the following: the loan
      collateral comprises all personal property of Ranor, 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 Ranor’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.
      Ranor is prohibited from issuing any additional equity interest (except to
      existing holders), or redeem, retire, purchase or otherwise acquire for value
      any equity interests; Ranor 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 at the end of each
      fiscal quarter. Ranor’s obligations under the notes to the bank are guaranteed
      by TechPrecision.




In
      connection with the Amalgamated Bank mortgage financing of the real estate
      owned
      by WM Realty Management LLC, Mr. Andrew Levy, the principal equity owner and
      manager of WM Realty and a major stockholder of TechPrecision, executed a
      limited guarantee. Pursuant to the limited guaranty, Mr. Levy guaranteed the
      lender the payment of any loss resulting from WM realty’s fraud or
      misrepresentation in connection with the loan documents, misapplication of
      rent
      and insurance proceeds, failure to pay taxes and other defaults resulting from
      his or WM Realty Management’s misconduct.




As
      of
      June 30, 2008, the maturities of long-term debt were as follows:




**Year
      ending June 30,**




2009
            
            $
            614,4672010
            
            
            612,0342011
            
            
            614,4492012
            
            
            617,488Due
                after 2012
            
            
            3,407,159Total
            
            $
            5,865,597





NOTE
      6.
      CAPITAL STOCK





The
      Company had 13,685,995 shares of common stock outstanding at June 30, 2008
      and
      12,572,995 shares of common stock outstanding at March 31, 2008.




The
      Company had 6,484,971 and 7,018,064 shares of series A preferred stock
      outstanding at June 30, 2008 and March 31, 2008. Each share of preferred stock
      is convertible into 1.3072 shares of common stock, subject to adjustment. During
      the three months ended June 30, 2008, 553,093 shares of series A preferred
      stock
      were converted into 723,000 shares of common stock.





**Common
      Stock Purchase Warrants**




In
      February 2006, we sold to the investor, for $2,200,000, (a) 7,719,250 shares
      of
      series A convertible preferred stock and (b) warrants to purchase 11,220,000
      shares of common stock. The warrants are exercisable, in part or full, at any
      time from February 24, 2006 until February 24, 2011.




If,
      during the period ending February 24, 2009, the Company issues common stock
      at a
      price, or options, warrants or other convertible securities with a conversion
      or
      exercise price less than the applicable exercise prices, with certain specified
      exceptions, the exercise price of the warrants is reduced to reflect an exercise
      price equal to the lower price. This adjustment does not affect the number
      of
      shares of common stock issuable upon exercise of the warrants.




12







During
      the three months ended June 30, 2008, we issued 390,000 shares of common stock
      upon exercise of warrants having an exercise price of $.43605 and a cost of
      $11,700. The Company had estimated the costs of warrants at $.03 per warrant
      using Black Scholes model, at the time of issuance. The assumptions were market
      price of $.28, risk free rate of 5% and volatility of 28%. The number of
      warrants outstanding as of June 30, 2008 is 9,320,000. In addition, at June
      30,
      2008 and March 31, 2008 warrants to purchase 112,500 shares of common stock
      were
      outstanding under our 2006 long-term incentive plan. These warrants were issued
      to an investor relations firm in the year ended March 31, 2008.




**Stock
      options**




During
      the three months ended June 30, 2008, no stock options were granted and no
      stock
      options were exercised. As of June 30, 2008 and March 31, 2008, stock options
      to
      purchase 371,659 shares of common stock were outstanding under the 2006
      long-term incentive plan.




NOTE
      7.
      EARNINGS PER SHARE OF COMMON STOCK






Basic
      net
      income per share of common stock is computed by dividing net income or loss
      by
      the weighted average number of shares outstanding during the year. Diluted
      net
      income per share of common stock is calculated using net income divided by
      diluted weighted-average shares. Diluted weighted-average shares include
      weighted-average shares outstanding plus the dilutive effect of convertible
      preferred stock, preferred shareholders and other warrants and share-based
      compensation were calculated using the treasury stock method.




Three
                    Months Ended June 30,2008
                
                2007Net
                    Income
                
                $
                1,571,696
                
                $
                684,827Average
                    basic shares outstanding
                
                
                12,925,606
                
                
                10,051,000Effect
                    of dilutive stock options, warrants and preferred stock
                
                
                13,496,351
                
                
                9,262,683Average
                    diluted shares outstanding
                
                
                26,421,957
                
                
                19,313,683Basic
                    net income per share
                
                $
                .12
                
                $
                .07Diluted
                    net income per share
                
                $
                .06
                
                $
                .04





NOTE
      8.
      INCOME TAXES




The
      Company uses the asset and liability method of financial accounting and
      reporting for income taxes required by statement of Financial Accounting
      Standards No. 109 (“FAS 109”), “ *Accounting
      for Income Taxes* .”
Under
      FAS 109, deferred income taxes reflect the tax impact of temporary differences
      between the amount of assets and liabilities recognized for financial reporting
      purposes and the amounts recognized for tax purposes. Temporary differences
      giving rise to deferred income taxes consist primarily of the reporting of
      losses on uncompleted contracts, the excess of depreciation for tax purposes
      over the amount for financial reporting purposes, and accrued expenses accounted
      for differently for financial reporting and tax purposes and net operating
      loss
      carry forwards.


13







We
      estimate whether recoverability of our deferred tax assets is “more likely than
      not” based on forecasts of taxable income in the related tax
      jurisdictions.  In this estimate, we use historical results, projected
      future operating results based upon approved business plans, eligible carry
      forward periods, tax planning opportunities and other relevant
      considerations.  We review the likelihood that we will be able to
      realize the benefit of our deferred tax assets on a quarterly basis or whenever
      events indicate that a review is required.




During
      the quarter of ended June 30, 2008, an evaluation of recent historical
      profitability and growth in the last two quarters of the year ended March 31,
      2008 and an increase in current and projected market demand and future customer
      production schedules for the coming year led us to significantly revise the
      near-term projected future operating results of our operations.




We
      reviewed the likelihood that we would be able to realize the benefit of our
      U.S.
      deferred tax assets as of June 30, 2008, based on the revised near-term
      projected future operating results.  We concluded that it is “more
      likely than not” that we will realize our short term net deferred tax assets and
      thus recorded an income tax benefit in the first quarter of 2008 of $90,772
      to
      establish a provision for these assets.




If,
      in
      the future, we do not generate taxable income in the U.S. on a sustained basis,
      our current estimate of the recoverability of our deferred tax assets could
      change and result in the increase of the valuation allowance.




Income
      tax expense was $1,064,250 in the three months ended June 30, 2008 as compared
      to $397,005 in the three months ended June 30, 2007.  The Company’s
      effective income tax rate was 40% in the first quarter of 2008 as compared
      to
      37% in the first quarter of 2007.    The increase is a
      result of increased profitability in the second half of last year and positive
      earnings estimates for the current period. The effective tax rate in the first
      quarter of 2008 includes the recognition of a net deferred tax asset of $90,722.
      This deferred tax asset reflects the impact of recording an income tax benefit
      for the current portion of net operating loss carry forwards subject to Internal
      Revenue Code Section 382 and related state statutory limitations in the amount
      of $39,454 and an income tax benefit of $133,804 related to accrued compensation
      benefits. The deferred tax asset reflected on the balance sheet is net of the
      current portion deferred tax liability arising from timing differences in
      depreciation in the amount of $82,486.




NOTE
      9.
      CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS




The
      Company maintains bank account balances, which, at times, may exceed insured
      limits. The Company has not experienced any losses with these accounts and
      believes that it is not exposed to any significant credit risk on cash.




The
      Company has been dependent in each year on a small number of customers who
      generate a significant portion of our business, and these customers change
      from
      year to year. To the extent that the Company is unable to generate orders from
      new customers, it may have difficulty operating profitably.




The
      following table sets forth information as to revenue derived from those
      customers who accounted for more than 10% of our revenue in the three months
      ended June 30, 2008 and 2007:




June
                30
            
            June
                302008
            
            2007Customer
            
            Dollars
            
            Percent
            
            Dollars
            
            PercentCustomer
                A
            
            $
            8,046,100
            
            
            69
            %
            $
            2,536,111
            
            
            39
            %Customer
                B
            
            
            1,552,084
            
            
            13
            %
            
            1,258,567
            
            
            19
            %




14




NOTE
      10.
      COMMITMENT AND CONTINGENCIES




**Leases**




Ranor,
      Inc. has leased its manufacturing, warehouse and office facilities in
      Westminster (Westminster Lease), Massachusetts from WM Realty *,* a
      variable interest entity, for a term of 15 years, commencing February 24, 2006.
      For the quarters ended June 30, 2008 and 2007, the Company’s rent expenses were
      $112,500 and $109,625, respectively. Since the Company consolidated the
      operations of WM Realty pursuant to FIN 46, the rental expense is eliminated
      in
      consolidation, the building is carried at cost and depreciation is expensed.
      The
      annual rent is subject to an annual increase based on the increase in the
      consumer price index.




The
      Company has an option to purchase the real property at fair value and 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 also has leased approximately 12,720 square feet of
      manufacturing **** space
      in
      Fitchburg, Massachusetts (“Fitchburg Lease”) from an unaffiliated lessor. The
      lease provides for rent at the annual rate of $50,112 with 3% annual increases,
      starting 2004. The lease expires in February 2009, and is renewable for a five
      year term. The company’s rent expense for this facility was $12,528 for the
      three months ended June 30, 2008. The Company has the option to purchase the
      property at the appraised market value.




The
      minimum future lease payments under the Company’s real property leases are as
      follows:


Year
                  Ended June 30,
              
              AmountOperating
                  Lease- Fitchburg Lease2009
              
              $
              33,408Total
              
              $
              33,408Lease
                  Payments to WM Realty2009
              
              
              450,0002010
              
              
              450,0002011
              
              
              450,0002012
              
              
              450,0002013
              
              
              450,0002014-2018
              
              
              2,250,0002019-2022
              
              
              1,650,000Total
              
              $
              6,150,000




15




**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. This quarterly report of on Form 10-Q, 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. Those factors include those risks discussed under “Risk Factors” in
      Item 1 and “Management’s Discussion and Analysis” in our Form 10-KSB for the
      year ended March 31, 2008 and this Item 2 in this Form 10-Q and those described
      in any other filings which we make with the SEC. In addition, such statements
      could be affected by risks and uncertainties related to economic downturn in
      the
      U.S. and global economies, 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 reliance on a small number of customers for a
      significant percentage of our business, 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. We undertake no obligation to publicly update or revise
      any
      forward-looking statements to reflect events or circumstances that may arise
      after the date of this report, except as required by applicable
      law.





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
      offer
      a full range of services required to transform raw material into precise
      finished products. Our manufacturing capabilities include: fabrication
      operations - cutting, press and roll forming, assembly, welding, heat treating,
      blasting and painting; and machining operations – CNC (computer numerical
      controlled) horizontal and vertical milling centers. We also provide support
      services to our manufacturing capabilities: manufacturing engineering (planning,
      fixture and tooling development, manufacturability), quality control (inspection
      and testing), and production control (scheduling, project management and
      expediting).





All
      manufacturing is done in accordance with our written quality assurance program,
      which meets specific national and international codes, standards, and
      specifications. Ranor holds several certificates of authorization issued by
      the
      American Society of Mechanical Engineers and the National Board of Boiler and
      Pressure Vessel Inspectors. The standards used are specific to the customer’s
      needs, and we have implemented such standards into our manufacturing
      operations.




In
      recent
      years, the capital goods market experienced a slow down due to industry over
      build of product in the late 1990’s coupled together with 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. However,
      we would be affected by recessionary pressures to the extent that they affect
      the requirements of our customers.




16




A
      significant portion of our revenue is generated by a small number of
      customers. For the
      three months ended June 30, 2008, GT Solar accounted for 69% of our sales and
      BAE Systems accounted for 13% of our sales.




Our
      contracts are generated both through negotiation with the customer 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. In the past, our contracts
      generally called 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. Although some of our contracts contemplate the manufacture of one
      or a
      limited number of units, we have 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. As a result of the
      implementation of this strategy, in the quarter ended June 30, 2008, our sales
      and net income were $11,658,134 and $1,571,696 respectively, as compared to
      revenues of $6,553,112 and a net income of $684,827, respectively, for the
      corresponding period of the previous fiscal year. Our gross margin for the
      three
      month period ended June 30, 2008 was 29% as compared to 26% in the quarter
      ended
      June 30, 2007.





Because
      our revenues are derived from the sale of goods manufactured pursuant to
      contracts and we do not sell from inventory, it is necessary for us to
      constantly seek new contracts. We are also seeking to market our manufacturing
      services to other customers in order to lessen our dependence on one or two
      major customers. 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 competence as a manufacturer of high-precision,
      large metal fabrications to expand our business into areas which have shown
      increasing demand and which we believe could generate higher
      margins.





We
      believe that rising energy demands along with increasing environmental concerns
      are likely to continue to drive demand in the alternative energy industry,
      particularly 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.





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. Because we have certification from the American Society of Mechanical
      Engineers, along with our historic relationships with suppliers in the industry,
      we believe that we have the qualifications to benefit from any increased
      activity in the nuclear sector that may result. One of our customers is
      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 the fabrication of medical
      isotopes storage systems as a potential business area. However, revenues derived
      from the nuclear industry were insignificant for the quarter ended June 30,
      2008
      and do not constitute a significant portion of our backlog at March 31, 2009.
      We
      cannot assure you that we will be able to develop any significant business
      from
      the nuclear industry.




17




As
      an
      example of our plan for diversification, we are currently working with a medical
      customer to manufacture critical components for proton beam therapy machines
      designed to be used to treat cancer.





We
      plan
      to expand our current manufacturing facilities in the near-term both at our
      present locations and in other locations. We believe that this expansion will
      allow us to increase our overall industry offerings and capacity, allowing
      us to
      handle high volume orders or niche orders simultaneously. However, this
      expansion will require financing which may not be available on acceptable terms,
      if any.





We
      plan
      to offer more integrated products and turnkey solutions to provide greater
      value
      to our customers. We may target acquisitions that could enhance our existing
      business, although we are not engaged in any discussions or negotiations with
      respect to any acquisition.





As
      of
      June 30, 2008, we had a backlog of firm orders totaling approximately $52.8
      million.  We anticipate that a significant amount of this backlog will be
      shipped during the year ended March 31, 2009 and the remainder in the year
      ended
      March 31, 2010. The
      backlog includes orders for more than $1.0 million from four customers in
      addition to GT Solar, which accounts for approximately 80% of our backlog.




**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 financial statements for the quarter
      ended June 30, 2008 from the assumptions, estimates and judgments used in the
      preparation of our audited financial statements, for the year ended March 31,
      2008.





**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. When the sales agreements provide for separate billing of engineering
      services, the revenues for those services are recognized when the services
      are
      completed. Costs allocable to undelivered units are reported in the balance
      sheet as costs incurred on uncompleted contracts. 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.





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 reflects accrued losses, if required, on uncompleted
      contracts.




18




**Variable
      Interest Entity**





We
      have
      consolidated WM Realty Management, 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 46 (R), which clarified
      certain provisions of the original interpretation and exempted certain entities
      from its requirements. ****





**Income
      Taxes**





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. 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 a result of the change
      in
      ownership resulting for the acquisition of Ranor in February 2006, our annual
      usage of the tax benefit of the tax loss-carry forward pursuant to Section
      382
      of the Internal Revenue Code and the treasury regulations is limited to
      approximately $39,455.








**Results
      of Operations**


**Three
      Months Ended June, 2008 and 2007**


(amounts
      in thousands)





The
      following table sets forth information from our statements of operations for
      the
      quarters ended June 30, 2008 and 2007, in dollars and as a percentage of
      revenue:




19





Change
                from QuarterQuarter
                Ended June 30
            
            Ended
                June 30, 20072008
            
            2007
            
            to
                June 30, 2008Amount
            
            Percent
            
            Amount
            
            Percent
            
            Amount
            
            Percent(dollars
                in thousands except per share amounts)Net
                sales
            
            $
            11,658
            
            
            100.0
            %
            $
            6,553
            
            
            100.0
            %
            $
            5,105
            
            
            77.9
            %Cost
                of sales
            
            
            8,278
            
            
            71.0
            %
            
            4,877
            
            
            74.4
            %
            
            3,401
            
            
            69.7
            %Gross
                profit
            
            
            3,380
            
            
            29.0
            %
            
            1,676
            
            
            25.6
            %
            
            1,704
            
            
            101.7
            %Operating
                expenses:Salaries
                and related expenses
            
            
            435
            
            
            3.7
            %
            
            344
            
            
            5.2
            %
            
            91
            
            
            26.5
            %Professional
                fees
            
            
            47
            
            
            0.4
            %
            
            44
            
            
            0.7
            %
            
            3
            
            
            6.8
            %Selling,
                general and administrative
            
            
            139
            
            
            1.2
            %
            
            71
            
            
            1.1
            %
            
            68
            
            
            95.8
            %Total
                operating expenses
            
            
            621
            
            
            5.3
            %
            
            459
            
            
            7.0
            %
            
            162
            
            
            35.3
            %Income
                from operations
            
            
            2,759
            
            
            23.7
            %
            
            1,217
            
            
            18.6
            %
            
            1,542
            
            
            126.7
            %Other
                income (expenses)Interest
                expense
            
            
            (119
            )
            
            (1.0
            )%
            
            (132
            )
            
            (2.0
            )%
            
            13
            
            
            9.8
            %Interest
                income
            
            
            -
            
            
            
            
            
            -
            
            
            0.0
            %
            
            -
            
            
            -
            %Finance
                costs
            
            
            (4
            )
            
            0.0
            %
            
            (3
            )
            
            0.0
            %
            
            (1
            )
            
            33.8
            %Total
                other income (expense)
            
            
            (123
            )
            
            (1.1
            )%
            
            (135
            )
            
            (2.1
            )%
            
            12
            
            
            (8.9
            )%Income
                (loss) before income taxes
            
            
            2,636
            
            
            22.6
            %
            
            1,082
            
            
            16.5
            %
            
            1,554
            
            
            143.6
            %Provision
                for income taxes
            
            
            (1,064
            )
            
            (9.1
            )%
            
            (397
            )
            
            (6.1
            )%
            
            (667
            )
            
            168.0
            %Net
                income
            
            $
            1,572
            
            
            13.5
            %
            $
            685
            
            
            10.5
            %
            $
            887
            
            
            129.5
            %




Sales
      increased by $5,105, or 77.9%, from $6,553 for the quarter ended June 30, 2007
      (the “June 2007 Quarter”) to $11,658 for the quarter ended June 30, 2008 (the
“June 2008 Quarter”). The increase in sales resulted from an increase of $5,510,
      or 217%, in sales to GT Solar from $2,536 in the June 2007 Quarter to $8,046
      in
      the June 2008 Quarter. Because of the work we performed for GT Solar, our sales
      to other customers declined slightly from the June 2007 Quarter to the June
      2008
      Quarter.





Our
      cost
      of sales for the June 2008 Quarter increased by $3,401 to $8,278, an increase
      of
      69.7%, from $4,877 for quarter ended June 30, 2007. The increase in cost of
      sales reflected the increase in sales and gross margin, with the result that
      our
      gross margin increased from 25.6% to 29.0%. With our marketing efforts focused
      on long range contracts with more predictable cost structures and avoiding
      projects that we believe are not likely to generate an adequate margin we were
      able to significantly improve our gross margin. More efficient manufacturing
      procedures additionally contributed to our increased profitability.




20




Our
      payroll and related costs were $435 for the quarter ended June 30, 2008 as
      compared to $344 for the quarter ended June 30, 2007. The $91 (26.5%) increase
      in payroll was partly attributable to the increased sales and related
      compensation of as well as bonuses to our senior executive officers and the
      chief executive officer of Ranor of $88 for the year ended March 31, 2008 which
      were awarded during the June 2008 Quarter.




Professional
      fees remained relatively constant, increasing from $44 for the June 2007 Quarter
      to $47 for
      the
      June 2008 Quarter.





Selling,
      administrative and other expenses for the June 2008 Quarter $139 as compared
      to
      $71 for June 2007 Quarter, an increase of $68 or 95.8%. This increase reflected
      in part additional costs which we incurred when our stock became publicly traded
      in November 2007, as well as additional expense incurred as a result of the
      overall increase in our business.





Interest
      expense for the June 2008 Quarter was $119 as compared to $132 for the June
      2007
      Quarter. The reduction of $14 (10.3%) is a result of the repayment of the
      principal and decrease in the amount of the long-term debt of
      Ranor.





Income
      tax expense was $1,064 in the June 2008 Quarter as compared to $397 in the
      June
      2007 Quarter.  Our effective income tax rate was 40% in the June 2008
      Quarter as compared to 37% in the June 2007 Quarter.    The
      increase is a result of increased profitability in the second half of last
      year
      and positive earnings estimates for the current period. The effective tax rate
      in the June 2008 Quarter includes the recognition of a net deferred tax asset
      of
      $91. This deferred tax asset reflects the impact of recording an income tax
      benefit for the current portion of net operating loss carry forwards subject
      to
      Internal Revenue Code Section 382 and related state statutory limitations in
      the
      amount of $39 and an income tax benefit of $134 related to accrued compensation
      benefits. The deferred tax asset reflected on the balance sheet is net of the
      current portion deferred tax liability arising from timing differences in
      depreciation in the amount of $82.





As
      a
      result of the foregoing, our net income was $1,572 ($ 0.12 per share basic
      and
      $0.06 per share diluted) for the June 2008 Quarter, as compared to $685 ($0.07
      per share basic and $0.04 per share diluted) for June 2007 Quarter as result
      of
      the factors described above.





**Liquidity
      and Capital Resources**





At
      June
      30, 2008, we had net working capital of $7,796 as compared with $6,392, at
      March
      31, 2008. The increase of $1,404 (22%) reflects the increased level and
      profitability of our business. The following table sets forth information as
      to
      the principal changes in the components of our working capital.




21




Category
            
            June
                30,
            
            March
                31,
            
            March
                31 to June 30, 20082008
            
            2008
            
            Amount
            
            ChangeCash
                and cash equivalents
            
            $
            3,774
            
            $
            2,853
            
            $
            921
            
            
            32.3
            %Accounts
                receivable, net
            
            
            6,401
            
            
            4,509
            
            
            1,892
            
            
            42.0
            %Costs
                Incurred on uncompleted contracts
            
            
            2,755
            
            
            4,299
            
            
            (1,544
            )
            
            (35.9
            )%Inventories
            
            
            253
            
            
            196
            
            
            57
            
            
            29.1
            %Deferred
                tax asset
            
            
            91
            
            
            -
            
            
            91
            
            
            -Prepaid
                expenses
            
            
            252
            
            
            1,039
            
            
            (787
            )
            
            (75.7
            )%Accounts
                payable
            
            
            2,039
            
            
            991
            
            
            1,048
            
            
            105.8
            %Accrued
                expenses
            
            
            1,748
            
            
            1,481
            
            
            267
            
            
            18.0
            %Progress
                billings in excess ofcost
                of uncompleted contracts
            
            
            1,328
            
            
            3,419
            
            
            -2,091
            
            
            (61.2
            )%Current
                maturity of long-term debt
            
            
            614
            
            
            614
            
            
            -
            
            
            -
            %Total
                current assets
            
            
            13,525
            
            
            12,895
            
            
            630
            
            
            4.9
            %Total
                current liabilities
            
            
            5,729
            
            
            6,504
            
            
            (775
            )
            
            (11.9
            )%Net
                working capital
            
            
            7,796
            
            
            6,392
            
            
            1,404
            
            
            22.0
            %




The
      cash
      flow from operations was $1,225 for the June 2008 Quarter as compared to $44
      in
      June 2007 Quarter. The increase of in cash flows from operations of $1,181
      or
      2687% was the net effect of an increase in the net profits and decrease in
      costs
      incurred on uncompleted contracts. The net cash used in financing activities
      was
      $30 for the quarter ended June 30, 2008 as compared to outflow of $193 for
      the
      quarter ended June 30, 2007. The $143 principal payment of the Sovereign bank
      notes and $2 auto loans were more than offset by $170 of cash received from
      the
      exercise of warrants. In addition, since our financial statements include the
      operations of WM Realty, our cash flows include the cash flows of WM Realty.
      During the quarter ended June 30, 2008, WM Realty made mortgage principal
      reduction payments totaling $9, and made net distributions of $47 to its
      members.





We
      invested $124 and $63 in property plant and equipment during the quarters ended
      June 30, 2008 and 2007, respectively. We made a deposit of $150 with
      manufacturers to acquire additional equipment in 2008.





As
      a
      result of cash flows from operations, our cash balance increased by $921 (32.3%)
      from $2,853 on March 31, 2008 to $3,774, on June 30, 2008.





As
      part
      of the October 2006 refinancing of the mortgage given by WM Realty on the
      property leased by us, a new mortgage of $3,200 was placed on the property
      and
      the existing mortgage of $3,100 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.





During
      the June 2008 Quarter, WM Realty had a net income of $33. The accumulated
      deficit of WM Realty was $163, as of June 30, 2008. During the quarter ended
      June 30, 2008, WM Realty made net capital distributions of $47 to its
      members.




22





We
      have a
      loan and security agreement with Sovereign Bank, pursuant to which we borrowed
      $4.0 million on a term loan basis in connection with the acquisition of Ranor.
      As a result of amendments to the loan and security agreement, we have a $2.0
      million revolving credit facility and a $3.0 million capital expenditure
      facility, which is available to us until November 30, 2009, at which time any
      amounts borrowed under the line are to be amortized over a five year period.
      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
      term
      note is due on March 1, 2013, and is payable in quarterly installments of $143.
      The note bears interest at 9% per annum through December 31, 2010 and at prime
      plus 11⁄2% thereafter. At June 30, 2008 the principal balance due on our term loan
      to Sovereign Bank was approximately $2,714. 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) $2.0
      million or (ii) the sum of 70% of eligible accounts receivable and 40% of
      eligible inventory. At June 30, 2008, there were no borrowings under the line
      and maximum available under the borrowing formula was $2.0 million.





Under
      our
      capital expenditures facility, we may borrow up to $3.0 million with interest
      at
      prime plus 1⁄2%, with interest only
      payable until November 30, 2008 and thereafter at the bank’s cost of funds rate
      related to its wholesale liabilities. The principal is to be amortized over
      a
      five-year term commencing December 1, 2008. As of June 30, 2008, 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 Barron Partners with a right
      of
      first refusal on future equity financings, which may affect our ability to
      raise
      funds from other sources if the need arises.





While
      we
      believe that the $2.0 million revolving credit facility, which remained unused
      as of June 30, 2008 and terminates in June 2009, our $3.0 million capital
      expenditure facility and our cash flow from operations should be sufficient
      to
      enable us to satisfy our cash requirements at least through the end of fiscal
      2009, it is possible that we may require additional funds to the extent that
      we
      expand our facilities. 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.





On
      December 7, 2007, Ranor acquired all the equipment Vertex Tool and Die, Inc
      for
      $150,000 and assumed Vertex’s real property lease obligation. The current lease
      expires on February 28, 2009, and Ranor has the option to extend the lease
      for
      an additional term of five years. We have the option to purchase the leased
      property at market price.





We
      contemplate that we will expand our business during the next twelve months.
      Although we may use the bank facilities for this purpose, we may require
      additional financing as well. We can give no assurance that the necessary
      financing will be available.





**ITEM
      4 – CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





As
      of
      June 30, 2008, we carried out an evaluation, under the supervision and with
      the
      participation of management, including our chief executive officer and chief
      financial officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures (as defined in Rule 13a-15(e) under the
      Securities Exchange Act of 1934 (the “Exchange Act”)).




23




Based
      upon that evaluation, our chief executive officer and chief financial officer
      concluded that our disclosure controls and procedures were effective as of
      June
      30, 2008, to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms.





**Changes
      in Internal Controls**





There
      was
      no change in our internal control over financial reporting (as defined in
      Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) that
      occurred during the quarter ended June 30, 2008 that has materially
      affected, or is reasonably likely to materially affect our internal control
      over
      financial reporting.




24


**PART
      II: OTHER INFORMATION**





**ITEM
      6 - EXHIBITS**





31.1
        Rule 13a-14(a) certification of chief executive officer


31.2
        Rule 13a-14(a) certification of chief financial officer


32.1
        Section 1350 certification of chief executive and chief financial
      officers





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:
                  August 14, 2008
              /s/James
                  G. ReindlJames
                  G. Reindl, Chief Executive OfficerDated:
                  August 14, 2008
              /s/Mary
                  DesmondMary
                  Desmond, Chief Financial Officer