**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 September 30, 2008**


**OR**




 ̈
            **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
o





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 filer ̈
            
            Accelerated
                filer ̈Non-Accelerated
                Filer ̈
            
            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  ̈ No x





The
      number of shares of the Registrant’s common stock, par value $.0001 per share,
      issued and outstanding at October 21, 2008 was 13,907,513.









**Table
      of Contents**


**TECHPRECISION
      CORPORATION**




**Page**PART
                I
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                StatementsConsolidated
                Balance Sheets at September 30, 2008 (unaudited) and March 31, 2008
            
            2Consolidated
                Statements of Income for the Three and Six Months Ended September
                30, 2008
                and 2007 (unaudited)
            
            3Consolidated
                Statements of Cash Flows for the Six Months Ended September 30, 2008
                and
                2007 (unaudited)
            
            4Notes
                to Consolidated Financial Statements
            
            6Item
                4.
            
            Controls
                and Procedures
            
            27PART
                II
            
            OTHER
                INFORMATION
            
            28Item
                2.
            
            Unregistered
                sales of equity securities and use of proceedsItem
                6.
            
            Exhibits
            
            28SIGNATURESEXHIBIT
                INDEX







**TECHPRECISION
        CORPORATION**
 **CONSOLIDATED
        BALANCE SHEET**


September
                  30,
              
              March
                  31,2008
                (unaudited)
              
              2008
                (audited)ASSETSCURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              9,719,359
              
              $
              2,852,676Accounts
                  receivable, less allowance for doubtful accounts of
                  $25,000
              
              
              3,292,658
              
              
              4,509,336Costs
                  incurred on uncompleted contracts, in excess of progress
                  billings
              
              
              2,526,301
              
              
              4,298,683Inventories-
                  raw materials
              
              
              307,415
              
              
              195,506Deferred
                  Income taxes
              
              
              76,369
              
              
              -Prepaid
                  expenses
              
              
              2,615,004
              
              
              1,039,117Total
                  current assets
              
              
              18,537,106
              
              
              12,895,318Property,
                  plant and equipment, net
              
              
              2,681,294
              
              
              2,810,981Deposit
                  on fixed assets
              
              
              390,000
              
              
              240,000Deferred
                  loan cost, net
              
              
              113,610
              
              
              121,692Total
                  Assets
              
              $
              21,722,010
              
              $
              16,067,991LIABILITIES
                  AND SHAREHOLDERS’ EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              3,379,280
              
              $
              990,533Accrued
                  expenses
              
              
              2,803,541
              
              
              1,480,507Progress
                  billings in excess of cost of uncompleted contracts
              
              
              1,542,899
              
              
              3,418,898Current
                  maturity of long-term debt
              
              
              614,477
              
              
              613,832Total
                  current liabilities
              
              
              8,340,197
              
              
              6,503,770Notes
                  payable- noncurrent
              
              
              5,098,265
              
              
              5,404,981Total
                  liabilities
              
              
              13,438,462
              
              
              11,908,751STOCKHOLDERS’
                  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
                      6,324,974 shares issued and outstanding at September 30, 2008
                      and
                      7,018,064 at March 31, 2008
              
              
              2,297,432
              
              
              2,542,643Common
                    stock -par value $.0001 per share, authorized — 90,000,000
                    shares, issued and outstanding — 13,868,995 shares at September 30,
                    2008 and 12,572,995 shares at March 31, 2008
              
              
              1,390
              
              
              1,259Paid
                  in capital
              
              
              2,946,484
              
              
              2,624,892Retained
                  Earnings (accumulated deficit)
              
              
              3,038,242
              
              
              (1,009,554
              )Total
                  Stockholders’ Equity
              
              
              8,283,548
              
              
              4,159,240Total
                  liabilities and shareholders’ equity
              
              $
              21,722,010
              
              $
              16,067,991





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


2


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


**Three
                    months ended**
                
                **Six
                    months ended****September
                    30,**
                
                **September
                    30,****2008**
                
                **2007**
                
                **2008**
                
                **2007**Net
                    sales
                
                $
                13,601,010
                
                $
                6,370,834
                
                $
                25,259,144
                
                $
                12,923,946Cost
                    of sales
                
                
                8,588,210
                
                
                4,871,752
                
                
                16,866,013
                
                
                9,749,324Gross
                    profit
                
                
                5,012,800
                
                
                1,499,082
                
                
                8,393,131
                
                
                3,174,622Operating
                    expenses:Salaries
                    and related expenses
                
                
                322,035
                
                
                247,494
                
                
                757,130
                
                
                591,784Professional
                    fees
                
                
                72,782
                
                
                185,323
                
                
                120,469
                
                
                229,368Selling,
                    general and administrative
                
                
                150,138
                
                
                80,169
                
                
                289,134
                
                
                150,789Total
                    operating expenses
                
                
                544,955
                
                
                512,986
                
                
                1,166,733
                
                
                971,941Income
                    from operations
                
                
                4,467,845
                
                
                986,096
                
                
                7,226,398
                
                
                2,202,681Other
                    income (expenses)Interest
                    expense
                
                
                (115,090
                )
                
                (133,223
                )
                
                (233,871
                )
                
                (265,661
                )Interest
                    income
                
                
                -
                
                
                191
                
                
                -
                
                
                466Finance
                    costs
                
                
                (4,687
                )
                
                (2,589
                )
                
                (8,513
                )
                
                (5,179
                )Total
                    other income (expense)
                
                
                (119,777
                )
                
                (135,621
                )
                
                (242,384
                )
                
                (270,374
                )Income
                    (loss) before income taxes
                
                
                4,348,068
                
                
                850,475
                
                
                6,984,014
                
                
                1,932,307Provision
                    for income taxes
                
                
                (1,871,968
                )
                
                (249,229
                )
                
                (2,936,218
                )
                
                (646,234
                )Net
                    income (loss)
                
                $
                2,476,100
                
                $
                601,246
                
                $
                4,047,796
                
                $
                1,286,073Net
                    income (loss) per share of common stock (basic)
                
                $
                0.18
                
                $
                0.06
                
                $
                0.30
                
                $
                0.13Net
                    income (loss) per share (fully diluted)
                
                $
                0.09
                
                $
                0.03
                
                $
                0.15
                
                $
                0.07Weighted
                    average number of shares outstanding (basic)
                
                
                13,823,245
                
                
                10,051,557
                
                
                13,379,358
                
                
                10,051,557Weighted
                    average number of shares outstanding (fully diluted)
                
                
                26,978,330
                
                
                19,313,683
                
                
                26,736,678
                
                
                19,313,683





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




3




**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****FOR
                SIX MONTHS ENDED SEPTEMBER 30,**
              **(unaudited)**




**2008**
            
            **2007**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income (loss)
            
            $
            4,047,796
            
            $
            1,286,073Non
                cash items included in net loss:Depreciation
                and amortization
            
            
            275,378
            
            
            235,103Shares
                issued for services
            
            
            -
            
            
            720Increase
                in deferred tax asset
            
            
            (133,999
            )
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            1,216,678
            
            
            (447,296
            )Inventory
            
            
            (111,909
            )
            
            (6,443
            )Costs
                incurred on uncompleted contracts
            
            
            313,021
            
            
            (2,047,595
            )Prepaid
                expenses
            
            
            (1,575,887
            )
            
            (1,284,748
            )Accounts
                payable
            
            
            2,388,747
            
            
            481,830Accrued
                expenses
            
            
            1,323,035
            
            
            311,880Customer
                advances
            
            
            (416,638
            )
            
            3,354,320Net
                cash provided by operating activities
            
            
            7,383,852
            
            
            1,883,844CASH
                FLOWS USED IN INVESTING ACTIVITIESPurchases
                of property, plant and equipment
            
            
            (137,609
            )
            
            (128,999
            )Deposits
                on equipment
            
            
            (150,000
            )
            
            -Net
                cash used in investing activities
            
            
            (287,609
            )
            
            (128,999
            )CASH
                FLOWS FROM FINANCING ACTIVITIESDistribution
                of WM Realty equity
            
            
            (93,548
            )
            
            (21,000
            )Exercise
                of warrants
            
            
            170,060
            
            
            -Payment
                of notes
            
            
            (306,072
            )
            
            (305,813
            )Loan
                from stockholder
            
            
            -
            
            
            (60,000
            )Net
                cash provided by (used in) financing activities
            
            
            (229,560
            )
            
            (386,813
            )Net
                increase in cash and cash equivalents
            
            
            6,866,683
            
            
            1,368,032CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            2,852,676
            
            
            1,443,998CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            9,719,359
            
            $
            2,812,030




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




4




**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      SIX MONTHS ENDED SEPTEMBER 30,**


**(Continued)**


Years
                  ended September 30,2008
              
              2007SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS INFORMATIONCash
                  paid during the six months ended September 30, 2008 for:Interest
                  expense
              
              $
              236,276
              
              $
              265,661Income
                  taxes
              
              $
              1,621,138
              
              $
              646,234




SUPPLEMENTAL
      INFORMATION - NONCASH TRANSACTIONS:




**Six
      months Ended September 30, 2008**




1.
            During
                the six months ended September 30, 2008, the Company issued 906,000
                shares
                of common stock upon conversion of 673,090 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.




2.
            During
                the six months ended September 30, 2008, the Company issued 390,000
                shares
                of common stock upon exercise of 390,000 warrants having an exercise
                price
                of $.43605.




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




5




**TECHPRECISION
      CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(unaudited)**




NOTE
      1. DESCRIPTION
      OF BUSINESS




Techprecision
      Corporation (“Techprecision”, the “Company”) 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 Rule 8-03 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 six month period
      ended September 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.




6




**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,
      commencing with the fiscal year ending March 31, 2010.




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, which will become
      effective with the fiscal year ending March 31, 2010.




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.




7




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.




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). The Company believes that 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.” The Company
      believes that 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.




8




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.




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 the reconciliation between
      costs incurred on uncompleted contracts and billings on uncompleted contracts
      at
      September 30, 2008:




September
                30,
              2008Cost
                incurred on uncompleted contracts, beginning balance
            
            $
            10,633,862Total
                cost incurred on contracts during the period
            
            
            16,500,284Less
                cost of sales, during the period
            
            
            (16,813,305
            )Cost
                incurred on uncompleted contracts, ending balance
            
            $
            10,320,841Billings
                on uncompleted contracts, beginning balance
            
            $
            6,355,179Plus:
                Total billings incurred on contracts in progress
            
            
            26,698,505Less:
                Contracts recognized as revenues, during the period
            
            
            (25,259,144
            )Billings
                on uncompleted contracts, ending balance
            
            $
            7,794,540Cost
                incurred on uncompleted contracts, ending balance
            
            $
            10,320,841Billings
                on uncompleted contracts, net of deferred revenue
            
            
            (7,794,540
            )Costs
                incurred on uncompleted contracts, in excess of progress
                billings
            
            $
            2,526,301




As
      of
      September 30, 2008, the Company had progress billings in excess of cost of
      uncompleted contracts (i.e. customer prepayments and deferred revenues) totaling
      $1,542,899.




9




NOTE
      4.
      PREPAID EXPENSES


As
        of
        September 30, 2008 and March 31, 2008, the prepaid expenses included the
        following:


September 30, 2008
                
                March 31,2008Prepayments
                    on materials
                
                $
                2,446,063
                
                $
                882,739Insurance
                
                
                108,835
                
                
                145,338Equipment
                    maintenance
                
                
                35,592
                
                
                6,602Miscellaneous
                
                
                21,173
                
                
                -Real
                    estate taxes
                
                
                3,341
                
                
                4,438Total
                
                $
                2,615,004
                
                $
                1,039,117




The
      increase in prepayments on materials reflects cash payments to vendors for
      steel
      to be used in current contracts.




NOTE
      5.
      LONG-TERM DEBT




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




September
                  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
              
              $
              2,571,429
              
              $
              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.
              
              
              3,136,443
              
              
              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
              
              
              4,870
              
              
              7,500Total
                  long-term debt
              
              
              5,712,742
              
              
              6,018,813Principal
                  payments due within one year
              
              
              614,477
              
              
              613,832Principal
                  payments due after one year
              
              $
              5,098,265
              
              $
              5,404,981




10




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 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 September 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.




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.
      Since the Term Note was issued in February 2008, the prepayment penalty is
      currently 1% and will continue at that rate until February 24, 2009, at which
      time there will no longer be a prepayment penalty. Ranor is prohibited from
      issuing any additional equity interest (except to Techprecision), 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
      September 30, 2008, the maturities of long-term debt were as follows:




11




**Year
              ending September 30,**2009
            
            $
            614,4772010
            
            
            612,3032011
            
            
            615,1902012
            
            
            618,280Due
                after 2012
            
            
            3,252,492Total
            
            $
            5,712,742





NOTE
      6.
      CAPITAL STOCK





The
      Company had 13,868,995 shares of common stock outstanding at September 30,
      2008
      and 12,572,995 shares of common stock outstanding at March 31,
      2008.




The
      Company had 6,324,974 and 7,018,064 shares of series A preferred stock
      outstanding at September 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 six months ended September 30, 2008, 693,090 shares of series A
      preferred stock were converted into 906,000 shares of common stock.





**Common
      Stock Purchase Warrants**




In
      February 2006, the Company sold to an 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.




During
      the six months ended September 30, 2008, the Company issued 390,000 shares
      of
      common stock upon exercise of warrants having an exercise price of $.43605
      per
      share. At September 30, 2008, there were outstanding warrants to purchase
      9,320,000 shares of common stock.




**Stock
      options**




During
      the six months ended September 30, 2008, no stock options were granted and
      no
      stock options were exercised. As of September 30, 2008 and March 31, 2008,
      stock
      options to purchase 432,659 shares of common stock were
      outstanding.




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 computed on the basis of the
      weighted-average number of common shares outstanding plus the effect of
      convertible preferred stock, preferred shareholders and other warrants and
      share-based compensation using the treasury stock method.




12


**Three
                  months ended**
              
              **Six
                  months ended****September
                  30,**
              
              **September
                  30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Net
                  income (loss)
              
              $
              2,476,100
              
              $
              601,246
              
              $
              4,047,796
              
              $
              1,286,073Weighted
                  average number of shares outstanding (basic)
              
              
              13,823,245
              
              
              10,051,557
              
              
              13,379,358
              
              
              10,051,557Effect
                  of dilutive stock options, warrants and preferred stock
              
              
              13,155,085
              
              
              9,262,126
              
              
              13,357,320
              
              
              9,262,126Weighted
                  average number of shares outstanding (fully diluted)
              
              
              26,978,330
              
              
              19,313,683
              
              
              26,736,678
              
              
              19,313,683Net
                  income (loss) per share of common stock (basic)
              
              $
              0.18
              
              $
              0.06
              
              $
              0.30
              
              $
              0.13Net
                  income (loss) per share (fully diluted)
              
              $
              0.09
              
              $
              0.03
              
              $
              0.15
              
              $
              0.07





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.




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 six months ended September 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 September 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 six months ended September 30, 2008
      of $76,369 to establish a provision for these assets.




13




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 $2,936,218 in the six months ended September 30, 2008 as
      compared with $646,234 in the six months ended September 30,
      2007.  The Company’s estimated effective income tax rate was 42% in
      the six months ended September 30, 2008 as compared with 33.4% in the six months
      ended September 30, 2007.     The effective tax rate in the
      six months ended September 30, 2008 includes the recognition of a net deferred
      tax asset of $76,369. 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, and an income tax benefit related to accrued compensation
      benefits, and the current portion of deferred tax liability arising from timing
      differences in depreciation.




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 sales from those customers that
      accounted for more than 10% of our revenue in the six months ended September
      30,
      2008 and 2007:




September
                30
            
            September
                302008
            
            2007Customer
            
            Dollars
            
            Percent
            
            Dollars
            
            PercentCustomer
                A
            
            $
            16,440,122
            
            
            65
            %
            $
            5,552,179
            
            
            43
            %Customer
                B
            
            
            3,684,978
            
            
            15
            %
            
            2,521,970
            
            
            20
            %




14




NOTE
      10.
      COMMITMENT AND CONTINGENCIES




**Leases**




Ranor,
      Inc. leases 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 September 30, 2008 and 2007, the Company’s rent expenses
      were $225,000 and $222,000, 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 leases 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 $28,342 for the six
      months ended September 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:




For
                    the Twelve Months Ended September 30,
                
                AmountOperating
                    Lease- Fitchburg Lease2009
                
                $
                24,206Total
                
                $
                24,206Lease
                    Payments to WM Realty2009
                
                
                450,0002010
                
                
                450,0002011
                
                
                450,0002012
                
                
                450,0002013
                
                
                450,0002014-2018
                
                
                2,250,0002019-2022
                
                
                1,537,500Total
                
                $
                6,037,500





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 finance
      any
      expansion of our facilities, 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.




16




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 could be affected by recessionary pressures to the extent that they affect
      the requirements of our customers, including the effects of the current economic
      decline which has affected both the domestic and international economy. Further,
      since our largest customer is in the solar industry, to the extent that changes
      in the prices of oil affect the need for the development of solar-based
      technologies, our business could be affected by the market for these
      products.





A
      significant portion of our revenue is generated by a small number of
      customers.  For
      the
      six months ended September 30, 2008, GT Solar accounted for 65% of our sales
      and
      BAE Systems accounted for 15% 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 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 September 30, 2008, our
      sales and net income were $13,601,010 and $2,476,100, respectively, as compared
      with sales of $6,370,834 and net income of $601,246, respectively, for the
      corresponding period of the previous fiscal year. Our gross margin for the
      three-month period ended September 30, 2008 was 37% as compared to 24% in the
      quarter ended September 30, 2007. In the six months ended September 30, 2008,
      our sales and net income were $25,259,144 and $4,047,796, respectively, as
      compared with sales of $12,923,946 and net income of $1,286,073, respectively,
      for the corresponding period of the previous fiscal year. Our gross margin
      for
      the six-month period ended September 30, 2008 was 33% as compared to 24% in
      the
      six-month period ended September 30, 2007. The
      gross
      margin improvement was largely attributable to the reversal of an accrual on
      a
      contract that was taken in a prior period and the sale of scrap
      metal.





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, although, as noted above, our two largest customers accounted
      for approximately 80% of our revenue. 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.





17




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.





We
      believe that 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 September
      30,
      2008 and do not constitute a significant portion of our backlog. We cannot
      assure you that we will be able to develop any significant business from the
      nuclear industry.





Further,
        because of the recent decline in oil prices as well as the problems facing
        the
        economy generally, the demand for products in alternative energy, including
        both
        solar and nuclear, may be uncertain. Although we believe that over the long
        term, the alternative energy segment will expand, we are trying to address
        the
        potential current reduced demand in the alternative industry by diversifying
        into other industries. However, we have recently experienced a slow-down
        in
        delivery schedules for orders placed by our customers, particularly in the
        solar
        industry. We anticipate that the slowdown will affect our revenues and net
        income beginning in the second half of fiscal 2009.





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
      September 30, 2008, we had a backlog of firm orders totaling approximately
      $45.5
      million.  We anticipate that a portion 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 about $8.0 million from three customers in addition
      to GT Solar, which accounts for approximately 73% of our September 30, 2008
      backlog.




18




**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 September 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.





Sales
      and
      cost of sales 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.





**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. ****




19




**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 $88,662.




**Results
      of Operations**


(amounts
      in thousands)




**Three
      months Ended September, 2008 and 2007**





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




20






**Results
      of Operations**


(amounts
      in thousands)




**Three
      months Ended September, 2008 and 2007**





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





Change from QuarterQuarter Ended September 30
            
            Ended September 30, 20072008
            
            2007
            
            to September 30, 2008Amount
            
            Percent
            
            Amount
            
            Percent
            
            Amount
            
            Percent(dollars in thousands except per share amounts)Net sales
            
            $
            13,601
            
            
            100.0
            %
            $
            6,370
            
            
            100.0
            %
            $
            7,231
            
            
            113.5
            %Cost
                of sales
            
            
            8,588
            
            
            63.1
            %
            
            4,872
            
            
            76.5
            %
            
            3,716
            
            
            76.3
            %Gross
                profit
            
            
            5,013
            
            
            36.9
            %
            
            1,498
            
            
            23.5
            %
            
            3,515
            
            
            234.6
            %Operating
                expenses:Salaries
                and related expenses
            
            
            322
            
            
            2.4
            %
            
            247
            
            
            3.9
            %
            
            75
            
            
            30.4
            %Professional
                fees
            
            
            73
            
            
            0.6
            %
            
            185
            
            
            2.9
            %
            
            (112
            )
            
            (60.5
            )%Selling,
                general and administrative
            
            
            150
            
            
            1.0
            %
            
            80
            
            
            1.3
            %
            
            70
            
            
            87.5
            %Total
                operating expenses
            
            
            545
            
            
            4.0
            %
            
            512
            
            
            8.0
            %
            
            33
            
            
            6.4
            %Income
                from operations
            
            
            4,468
            
            
            32.9
            %
            
            986
            
            
            15.5
            %
            
            3,482
            
            
            353.1
            %Other
                income (expenses)Interest
                expense
            
            
            (115
            )
            
            (1.0
            )%
            
            (133
            )
            
            (2.1
            )%
            
            18
            
            
            (13.5
            )%Finance
                costs
            
            
            (5
            )
            
            0.0
            %
            
            (3
            )
            
            0.1
            %
            
            (2
            )
            
            66.7
            %Total
                other income (expense)
            
            
            (120
            )
            
            (1.0
            )%
            
            (136
            )
            
            (2.2
            )%
            
            16
            
            
            (11.8
            )%Income
                (loss) before income taxes
            
            
            4,348
            
            
            32.0
            %
            
            850
            
            
            13.3
            %
            
            3,498
            
            
            411.5
            %Provision
                for income taxes
            
            
            (1,872
            )
            
            (13.8
            )%
            
            (249
            )
            
            (3.9
            )%
            
            (1,622
            )
            
            651.8
            %Net
                income
            
            $
            2,476
            
            
            18.2
            %
            $
            601
            
            
            9.4
            %
            $
            1,875
            
            
            312.0
            %




21





Sales
      increased by $7,231, or 113.5%, from $6,370 for the quarter ended September
      30,
      2007 (the “September 2007 Quarter”) to $13,601 for the quarter ended September
      30, 2008 (the “September 2008 Quarter”). The increase in sales was primarily the
      result of an increase of $5,378, or 178%, in sales to GT Solar from $3,016
      in
      the September 2007 Quarter to $8,394 in the September 2008 Quarter.





Our
      cost
      of sales for the September 2008 Quarter increased by $3,716 to $8,588, an
      increase of 76.3%, from $4,871 the September 2007 Quarter. The increase in
      cost
      of sales reflected the increase in both sales and gross margin. Our gross margin
      increased from 23.5% to 36.9%, this
      improvement was largely attributable to the reversal of an accrual on a contract
      that was taken in a prior period and the sale of scrap metal, along with the results
      of our marketing efforts that focused on the development of long range contracts that
      generated more
      predictable cost structures.





Our
      payroll and related costs were $322 for the September 2008 Quarter as compared
      with $247 for the September 2007 Quarter. The $75 (30.4%) rise in payroll was
      attributable to increase in both executive compensation and office
      salaries.




Professional
      fees decreased by $112 from $185 in the September 2007 Quarter to $73 in
      September 2008 Quarter as a result of the reduced regulatory filing .





Selling,
      administrative and other expenses for the September 2008 Quarter were $150
      as
      compared with $80 for September 2007 Quarter, an increase of $70 or 87.5%.
      This
      increase reflected in part additional costs which we incurred as a public
      company, following the commencement of trading in November 2007, as well as
      additional expense incurred as a result of the overall increase in our business.





Interest
      expense and amortization of deferred loan costs for the September 2008 Quarter
      was $120 as compared with $136 for the September 2007 Quarter. The reduction
      of
      $16 (11.8%) 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 $1,871 in the September
      2008 Quarter as
      compared with $249 in the September
      2007 Quarter .  Our
      effective income tax rate was 43.1% in the September 2008 Quarter as compared
      to
      29.3% in the September
      2007 Quarter .  The
      increase in effective income tax rate was primarily due to the application
      of
      higher statutory marginal tax rates.





As
      a
      result of the foregoing, our net income increased by $1,875 or 312%. The net
      income was $2,476 ($ 0.18 per share basic and $0.09 per share diluted) for
      the
      September 2008 Quarter, as compared with $601 ($0.06 per share basic and $0.03
      per share diluted) for September 2007 Quarter.


22





**Six
      Months Ended September 30, 2008 and 2007**





The
      following table sets forth information from our statements of operations for
      the
      six months ended September 30, 2008 and 2007, in dollars and as a percentage
      of
      sales:





Change from Six MonthsSix Months Ended September 30
            
            Ended September 30, 20072008
            
            2007
            
            to September 30, 2008Amount
            
            Percent
            
            Amount
            
            Percent
            
            Amount
            
            Percent(dollars in thousands except per share amounts)Net sales
            
            $
            25,259
            
            
            100.0
            %
            $
            12,924
            
            
            100.0
            %
            $
            12,335
            
            
            95.4
            %Cost
                of sales
            
            
            16,866
            
            
            66.8
            %
            
            9,749
            
            
            75.4
            %
            
            7,117
            
            
            73.0
            %Gross
                profit
            
            
            8,393
            
            
            33.2
            %
            
            3,175
            
            
            24.6
            %
            
            5,218
            
            
            164.3
            %Operating
                expenses:Salaries
                and related expenses
            
            
            757
            
            
            3.0
            %
            
            592
            
            
            4.6
            %
            
            165
            
            
            27.9
            %Professional
                fees
            
            
            120
            
            
            0.5
            %
            
            229
            
            
            1.8
            %
            
            (109
            )
            
            (47.6
            )%Selling,
                general and administrative
            
            
            289
            
            
            1.1
            %
            
            151
            
            
            1.2
            %
            
            138
            
            
            91.4
            %Total
                operating expenses
            
            
            1,166
            
            
            4.6
            %
            
            972
            
            
            7.5
            %
            
            194
            
            
            20.0
            %Income
                from operations
            
            
            7,227
            
            
            28.6
            %
            
            2,203
            
            
            17.0
            %
            
            5,024
            
            
            228.1
            %Other
                income (expenses)Interest
                expense
            
            
            (234
            )
            
            (1.0
            )%
            
            (266
            )
            
            (2.1
            )%
            
            32
            
            
            (12.0
            )%Finance
                costs
            
            
            (9
            )
            
            0.0
            %
            
            (5
            )
            
            0.0
            %
            
            (4
            )
            
            80.0
            %Total
                other income (expense)
            
            
            (243
            )
            
            (1.0
            )%
            
            (271
            )
            
            (2.1
            )%
            
            28
            
            
            (10.3
            )%Income
                (loss) before income taxes
            
            
            6,984
            
            
            27.6
            %
            
            1,932
            
            
            15.0
            %
            
            5,052
            
            
            261.5
            %Provision
                for income taxes
            
            
            (2,936
            )
            
            (11.6
            )%
            
            (646
            )
            
            (5.0
            )%
            
            (2,290
            )
            
            354.5
            %Net
                income
            
            $
            4,048
            
            
            16.0
            %
            $
            1,286
            
            
            10.0
            %
            $
            2,762
            
            
            214.5
            %


23





Sales
      increased by $12,335 or 95.4%, from $12,924 for the six months ended September
      30, 2007 (the “September 2007 Period”) to $25,259 for the six months ended
      September 30, 2008 (the “September 2008 Period”). This increase in sales
      reflected improved market conditions for capital goods and increasing acceptance
      of us as a contract manufacturer for major projects. The
      rise
      in sales was primarily the result of an increase of $10,888 or 196%, in sales
      to
      GT Solar from $5,552 in the September 2007 Period to $16,440 in the
      September 2008 Period.





Our
      cost
      of sales for the September 2008 Period increased by $7,117 to $16,866 an
      increase of 73%, from $9,749 for the September 2007 Period. The increase in
      cost
      of sales was less than the increase in sales, resulting in an improvement in
      the
      gross margin from 24.6% to 33.2%. This improvement was largely attributable
      to
      the reversal of an accrual on a contract that was taken in a prior period and
      the sale of scrap metal, along with the results
      of our marketing efforts that focused on the development of long range contracts that
      generated more
      predictable cost structures.





Our
      payroll and related costs were $757 for the September 2008 Period as compared
      with $592 for the September 2007 Period. The $165 (27.9%) increase in payroll
      was increase
      in payroll was attributable to the increased compensation of the officers ($110)
      and office personnel ($51).





Professional
      fees decreased by $109 (47.6%) from $229 in the September 2007 Period to $120
      in
      the September 2008 Period. This decrease was attributable to reduced fees
      related to regulatory filings.





Total
      selling, administrative and other expenses for the September 2008 Period were
      $289 as compared to $151 for the September 2007 Period, an increase of $138,
      or
      91.4%. This
      increase reflected in part additional costs which we incurred as a public
      company, following the commencement of trading in November 2007, as well as
      additional expense incurred as a result of the overall increase in our business.





Interest
      expense for the September 2008 Period was $234 as compared with $266 for the
      September 2007 period. The decrease of $32 (12%) is due to reduction in the
      long-term note payable of Ranor to the Sovereign Bank.





Income
      tax expense was $2,936 in the September
      2008 Period as
      compared with $1,932 in the September
      2007 Period .  Our
      effective income tax rate was 42.0% in the September 2008 Period as compared
      to
      33.4% in the September
      2007 Period .    The
      increase is a result of increased profitability and positive earnings estimates
      for the current period. The effective tax rate in the September 2008 Period
      includes the recognition of a net deferred tax asset of $76. 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 $31 and
      an
      income tax benefit of $106 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 $61. The increase in effective income tax rate was primarily due
      to
      the application of higher statutory marginal tax
      rates.


24





As
      a
      result of the foregoing, our net income increased by $5,052 or 261.5%. The
      net
      income was $4,048 ($ 0.30 per share basic and $0.15 per share diluted) for
      the
      September 2008 Period, as compared with $1,286 ($0.13 per share basic and $0.07
      per share diluted) for September 2007 Period.





The
      increase in ratio of net income to sales from 10% to 16%, for the six months
      ended September 30, 2007 to the September 2008 period, reflects the effects
      a
      one-time sale of approximately $500 of scrap, the reversal of a previously
      accrued expense of $120 on a contract, and the effect of an unusually high
      percentage of production capacity utilization. The expected recessionary
      developments in the US and world economy may adversely affect the extent of
      our
      capacity utilization, in the forthcoming quarters.





**Liquidity
      and Capital Resources**





At
      September 30, 2008, we had net working capital of $10.197 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.





Category
            
            September 30,
            
            March 31,
            
            March 31 to September 30, 20082008
            
            2008
            
            Amount
            
            Change**Current
                Assets**Cash
                and cash equivalents
            
            $
            9,719
            
            $
            2,853
            
            $
            6,866
            
            
            240.7
            %Accounts
                receivable, net
            
            
            3,293
            
            
            4,509
            
            
            (1,216
            )
            
            (27
            )%Costs
                Incurred on uncompleted contracts
            
            
            2,526
            
            
            4,299
            
            
            (1,773
            )
            
            (41.3
            )%Inventories
            
            
            307
            
            
            196
            
            
            111
            
            
            56.7
            %Deferred
                tax asset
            
            
            76
            
            
            -
            
            
            76
            
            
            -Prepaid
                expenses
            
            
            2,615
            
            
            1,039
            
            
            1,576
            
            
            151.7
            %**Current
                Liabilities**Accounts
                payable
            
            
            3,379
            
            
            991
            
            
            2,388
            
            
            241.1
            %Accrued
                expenses
            
            
            2,804
            
            
            1,481
            
            
            1,323
            
            
            89.3
            %Progress
                billings in excess ofcost
                of uncompleted contracts
            
            
            1,543
            
            
            3,419
            
            
            (1,876
            )
            
            (54.9
            )%Current
                maturity of long-term debt
            
            
            614
            
            
            614
            
            
            -
            
            
            -
            %**Net
                Working Capital**Total
                current assets
            
            
            18,594
            
            
            12,896
            
            
            5,698
            
            
            44.2
            %Less:
                total current liabilities
            
            
            8,397
            
            
            6,504
            
            
            1,893
            
            
            29.1
            %Net
                working capital
            
            $
            10,197
            
            $
            6,392
            
            $
            1,405
            
            
            59.5
            %


25





The
      cash
      flow from operations was $7,384 for September 2008 Period as compared with
      $1,884 in the September 2007 Period. The increase in cash flows from operations
      of $5,500, or 291%, 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 $230 for the September 2008 Period as
      compared with cash used in operations of $386 for the September 2007 Period.
      The
      decrease in cash used in financing activities reflects the receipt of $170
      from
      the exercise of warrants, a $60 loan from a stockholder of WM Realty in the
      September 2007 which was not incurred in the September 2008 period, and an
      increase in distribution of WM Realty equity of $73, reflecting a distribution
      of $94 as compared with a distribution of $21 in 2007. Because our financial
      statements include the operations of WM Realty, the cash flows from WM Realty
      are included in our consolidated financial statements.





We
      invested $288 and $129 in property plant and equipment during September 2008
      and
      2007 Periods, respectively. Our capital expenditure in the September 2008 Period
      includes a deposit of $150 with manufacturers to acquire additional equipment.





As
      a
      result of cash flows from operations, our cash balance increased by $6,867
      (240.7%) from $2,853 on March 31, 2008 to $9,719, on September 30, 2008.





During
      the September 2008 Period, WM Realty had a net income of $65. The accumulated
      deficit of WM Realty was $129, as of September 30, 2008.





With
      the
      rapid expansion of operations our need for operating and investing cash flows
      has substantially increased. In addition to the costs of uncompleted contracts,
      our current available cash balance will be used to acquire
      equipment having a cost of more than $1,000 that is currently on order and
      or
      which delivery and payment are expected to be due this fiscal year.





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 September 30, 2008 the principal balance due on our term
      loan to Sovereign Bank was approximately $2,571. 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 September 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 September 30, 2008 and on
      the
      date of this report, we had not borrowed any money under this facility.


26





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 September 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.





In
      December 2007, Ranor acquired all the equipment Vertex Tool and Die, Inc for
      $150 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 facilities 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
      September 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”)).





Based
      upon that evaluation, our chief executive officer and chief financial officer
      concluded that our disclosure controls and procedures were effective as of
      September 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 September 30, 2008 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.


27





**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




28


**SIGNATURES**
  In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  **TECHPRECISION
                  CORPORATION**
                
                (Registrant)Dated:
                  November 5, 2008
              /s/
                  James G. ReindlJames
                  G. Reindl, Chief Executive OfficerDated:
                  November 5, 2008
              /s/
                  Mary DesmondMary
                  Desmond, Chief Financial Officer