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


Washington,
      DC 20549





**Form
      10-QSB**





QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)


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





**September
      30, 2006**





Commission
      File Number 0-51378





Techprecision
      Corporation


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





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





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




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





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




As
      of
      October 31, 2006 there are 10,009,000 shares
      of
      the common stock, par value $.0001 per share, outstanding.





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





Index





PagePart
                I. Financial InformationItem
                1. Financial StatementsUnaudited
                balance sheet at September 30, 2006 and audited balance sheet atMarch
                31,2006
            2Unaudited
                statements of operations for the three months and six months endedSeptember
                30, 2006 and 2005
            3Unaudited
                statement of stockholders’ equity for the six months ended September 30,
                2006
            4Unaudited
                statements of cash flows for the six months ended September 30, 2006
                and2005
            5Notes
                to financial statements
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            15Item
                3. Controls and Procedures
            24Part
                II. Other InformationItem
                6. Exhibits
            24










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





**Audited****SEPTEMBER
                  30,**
            
            **MARCH
                31,****2006**
            
            **2006****CURRENT
                ASSETS******Cash
                and cash equivalents
            
            $
            472,670
            
            $
            492,801Restricted
                cash-indemnification obligation escrow
            
            
            930,000
            
            
            950,000Accounts
                receivable, less allowance for doubtful accounts of $25,000 at September
                30, 2006 and March 31, 2006
            
            
            2,301,177
            
            
            2,481,619Other
                receivables
            
            
            18,735
            
            
            25,665Costs
                incurred on uncompleted contracts,net of allowance for loss and progress
                billings
            
            
            1,494,633
            
            
            1,306,589Inventories-
                raw materials
            
            
            191,994
            
            
            214,148Prepaid
                expenses
            
            
            217,386
            
            
            386,475Deferred
                loan costs, net
            
            
            —
            
            
            207,402Total
                current assets
            
            
            5,626,595
            
            
            6,064,699Property,
                plant and equipment, net
            
            
            2,536,066
            
            
            2,556,994Other
                assets deferred loan cost, net
            
            
            42,793
            
            
            46,127Total
                assets
            
            $
            8,205,454
            
            $
            8,667,820**CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            800,807
            
            $
            691,054Accrued
                expenses
            
            
            386,212
            
            
            561,848Due
                to prior shareholders under escrow obligation
            
            
            843,600
            
            
            843,600Current
                maturity of long-term debt
            
            
            576,934
            
            
            576,934Mortgage
                payable
            
            
            3,150,000
            
            
            3,300,000Total
                current liabilities
            
            
            5,757,553
            
            
            5,973,436**LONG-TERM
                DEBT**Notes
                payable- noncurrent
            
            
            3,154,368
            
            
            3,442,467**STOCKHOLDERS’
                DEFICIT**Preferred
                stock - parvalue
                $.0001 per share, 10,000,000 shares authorized, of which 9,000,000
                are
                designated as Series A Preferred Stock, with 7,719,250 shares issued
                and
                outstanding at September 30, 2006 and March31,2006
            
            
            2,150,000
            
            
            2,150,000Common
                stock - par value $.0001 authorized 90,000,000, 10,009,000 and 9,967,000
                issued and outstanding on September 30, 2006 and March 31, 2006,
                respectively.
            
            
            1,002
            
            
            997Paid
                in capital
            
            
            1,271,377
            
            
            1,240,821Accumulated
                deficit
            
            
            (4,129,346
            )
            
            (4,139,901
            )Total
                stockholders’ deficit
            
            
            (
                706,467
            )
            
            (
                748,083
            )$
            8,205,454
            
            $
            8,667,820





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




2




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




Three
                    Months Ended September 30,
                
                Six
                    Months Ended September 30,2006
                
                2005
                
                2006
                
                2005Net
                    sales
                
                $
                3,716,741
                
                $
                3,659,921
                
                $
                7,915,271
                
                $
                9,076,759Cost
                    of sales
                
                
                2,842,462
                
                
                3,314,953
                
                
                6,252,467
                
                
                7,818,639Gross
                    profit
                
                
                874,279
                
                
                344,968
                
                
                1,662,804
                
                
                1,258,120Professional
                    expense
                
                
                41,100
                
                
                20,123
                
                
                152,158
                
                
                50,145Payroll
                    and related costs
                
                
                306,651
                
                
                376,431
                
                
                650,411
                
                
                768,458WM
                    Realty related costs
                
                
                126,724
                
                
                0
                
                
                288,775
                
                
                0Other
                    selling, general and administrative
                
                
                133,239
                
                
                51,079
                
                
                197,296
                
                
                133,699Total
                
                
                607,714
                
                
                447,633
                
                
                1,288,640
                
                
                952,302Income
                    (loss) from operations
                
                
                266,565
                
                
                (102,665
                )
                
                374,164
                
                
                305,848Other
                    income (expense)Interest
                    expense
                
                
                (181,033
                )
                
                (280,190
                )
                
                (
                    364,272
                )
                
                (
                    560,490
                )Interest
                    income
                
                
                454
                
                
                2,867
                
                
                663
                
                
                5,881(180,579
                )
                
                (277,323
                )
                
                (
                    363,609
                )
                
                (
                    554,609
                )Income
                    (loss) before income taxes
                
                
                85,986
                
                
                (379,988
                )
                
                10,555
                
                
                (
                    248,761
                )Provision
                    for income taxes
                
                
                (21,000
                )
                
                —
                
                
                (
                    2,500
                )
                
                (
                    3,100
                )Tax
                    Benefit
                
                
                21,000
                
                
                —
                
                
                2,500
                
                
                —Net
                    Income (loss)
                
                $
                85,986
                
                $
                (379,988
                )
                $
                10,555
                
                $
                (251,861
                )Weighted
                    average number of common stares outstanding
                
                
                10,009,000
                
                
                8,089,000
                
                
                10,005,557
                
                
                8,089,000Weighted
                    Average number of shares outstanding adjusted for dilutive
                    securities
                
                
                19,090,527
                
                
                8,089,000
                
                
                19,087,084
                
                
                8,089,000Net
                    income (loss) per share (basic)
                
                $
                .01
                
                $
                (.05
                )
                $
                .00
                
                $
                (.03
                )Net
                    income (loss) per share (diluted)
                
                $
                .01
                
                $
                (.05
                )
                $
                .00
                
                $
                (.03
                )





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


3





**TECHPRECISION
                CORPORATION*****CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS’ DEFICIT******FOR
                THESIX MONTHS ENDED SEPTEMBER 30,
                2006***




Warrants
            
            Preferred
                Stock
            
            Common
                Stock
            
            Paid
                in
            
            AccumulatedOutstanding
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalBalance,
                March 31, 2006
            
            
            11,220,000
            
            
            7,719,250
            
            $
            2,150,000
            
            
            9,967,000
            
            $
            997
            
            $
            1,240,821
            
            $
            (4,139,901
            )
            $
            (748,083
            )Contributed
                capital
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            10,000
            
            
            0
            
            
            10,000Shares
                issued for employee services
            
            
            
            
            
            
            
            
            
            
            
            42,000
            
            
            5
            
            
            7,556
            
            
            
            
            
            7,561Grant
                of options to directors
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            13,500
            
            
            
            
            
            13500Net
                income for period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            10,555
            
            
            10,555Balance
                September 30, 2006
            
            
            11,220,000
            
            
            7,719,250
            
            $
            2,150,000
            
            
            10,009,000
            
            $
            1,002
            
            $
            1,271,877
            
            $
            (
                4,129,346
            )
            $
            (
                706,467
            )





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


4





**TECHPRECISION
                CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS**




**Six
                months ended September 30,****2006**
            
            **2005****DECREASE
                IN CASH AND CASH EQUIVALENTS****CASH
                FLOWS FROM OPERATING ACTIVITIES******Net
                gain (loss) for the period
            
            
            10,555
            
            
            (251,862
            )****Noncash
                items included in net loss:****Depreciation
                and amortization
            
            
            418,823
            
            
            206,546Shares
                issued for services
            
            
            7,561Expense
                for equity-based incentives
            
            
            13,500****Changes
                in assets and liabilities:****Accounts
                receivable
            
            
            187,372
            
            
            (676,365
            )Inventory
            
            
            22,154
            
            
            (46,529
            )Costs
                on uncompleted contracts
            
            
            (188,044
            )
            
            (58,297
            )Prepaid
                expenses
            
            
            169,089
            
            
            (23,979
            )Accounts
                payable and accrued expenses
            
            
            (65,883
            )
            
            (262,810
            )Net
                cash provided by (used in) operating activities
            
            
            575,127
            
            
            (587,676
            )CASH
                FLOWS USED IN INVESTING ACTIVITIESPurchases
                of property, plant and equipment
            
            
            (187,159
            )
            
            (
                67,244
            )Net
                cash used in investing activities
            
            
            (187,159
            )
            
            (67,244
            )CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of notes
            
            
            (288,099
            )
            
            (
                2,270
            )Payment
                of mortgage note
            
            
            (150,000
            )
            
            —Contribution
                of capital
            
            
            10,000
            
            
            —Net
                cash provided by (used in) financing activities
            
            
            (428,099
            )
            
            (
                2,270
            )Net
                increase (decrease) in cash and cash equivalents
            
            
            (40,131
            )
            
            (657,190
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            1,442,801
            
            
            1,126,030CASH
                AND CASH EQUIVALENTS, end of period
            
            
            1,402,670
            
            
            568,838





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




5




**TECHPRECISION
      CORPORATION**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Continued)**




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




In
      the
      six-month period ended September 30, 2006, the Company issued 42,000 restricted
      shares to employees of the Company. The shares were valued at $.18 per share
      or
      $7,561. The valuation was based on a discount on the price paid per share by
      independent third parties. The issuance was part of an issuance of a total
      of
      126,000 shares of common stock, and the remaining shares are subject to
      forfeiture and, therefore, are not treated as issued shares. On July 27, 2006
      the Board of Directors amended the Company’s 2006 long-term incentive plan to
      increase the number of options granted to independent directors upon their
      initial election as directors. Pursuant to such plan, options to purchase 75,000
      shares of common stock had been granted in March 2006 and options to purchase
      an
      additional 75,000 shares were granted on July 27, 2006, subject to stockholder
      approval of the plan, which has been obtained and which will become effective
      following the mailing of an information statement to the Company’s stockholders.
      The options were valued under the fair value recognition provisions of SFAS
      123R. The fair value was calculated at $.09 per share, for total of $13,500
      for
      the options to purchase a total of 150,000 shares. The weighted average grant
      date fair value of options granted during the six months ended September 30,
      2006 were estimated on the grant date using the binomial lattice option-pricing
      model with the following assumptions: expected volatility of 25% expected term
      of 5 years, risk-free interest rate of 5.0%, and expected dividend yield of
      0%.
      Expected volatility is an estimate. The average expected life was calculated
      using the simplified method under SAB 107. The risk-free rate is based on the
      rate of U.S. Treasury zero-coupon issues with a remaining term equal to the
      expected life of option grants.





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





6


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


**NOTE
      1. INTERIM FINANCIAL INFORMATION**




The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and with the
      instructions to Form 10-QSB and Item 310 of Regulation S-B. In the opinion
      of
      management, the condensed consolidated financial statements reflect all
      adjustments (consisting of normal recurring adjustments) considered necessary
      for a fair presentation of the results Techprecision Corporation and its
      subsidiaries for the periods presented. Operating results for interim periods
      are not necessarily indicative of results that may be expected for the fiscal
      year as a whole. The preparation of the financial statements in conformity
      with
      accounting principles generally accepted in the U.S. requires management to
      make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenues, expenses, and the related disclosures at the date of
      the
      financial statements and during the reporting period. Actual results could
      materially differ from these estimates. For further information, refer to the
      consolidated financial statements and notes thereto included in the Company’s
      Annual Report on Form 10-KSB for the year ended March 31, 2006. Certain prior
      year amounts may have been reclassified to conform with the presentation used
      in
      2006.




**NOTE
      2. NEW ACCOUNTING PRONOUNCEMENTS**




***FASB
      Interpretation No. 46R, Consolidation of Variable Interest Entities - An
      Interpretation of ARB51*** The FASB
      finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51 and
      various EITFs and can require consolidation of legal structures, called Variable
      Interest Entities (VIEs) .
      Companies with investments in Special
      Purpose Entities (SPEs) were
      required to implement FIN 46R in 2003; however, companies with VIEs were
      permitted to implement in the first quarter of 2004. We have a SPE, WM Realty
      Management LLC (“WM Realty”), that we have determined must be consolidated
      pursuant to FIN 46R. We have consolidated this VIE for the period ended
      September 30, 2006 and the most significant impact to our financial statements
      is to include the mortgage of $3.3 million as a liability, and to show the
      land
      and building at the value on the books of Ranor prior to the sale and to reflect
      the interest and other costs incurred by WM Realty.




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




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




In
      December 2004, the FASB issued SFAS No. 123
      (revised 2004), “Share-Based Payment” (“SFAS 123R”), which replaces SFAS No. 123,
      “Accounting for Stock-Based Compensation” (“SFAS 123”) and supersedes APB
      Opinion No. 25,
      “Accounting for Stock Issued to Employee.” SFAS 123R requires that all
      share-based payments to employees, including grants of employee stock options,
      be recognized in the financial statements based on their fair values, beginning
      with the first interim or annual period after June 15, 2005, with early adoption
      encouraged. The pro forma disclosures previously permitted under SFAS 123 will
      no longer be an alternative to financial statement recognition. Effective
      January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment
      (“SFAS 123R”), which requires companies to measure and recognize compensation
      expense for all share-based payment awards made to employees and directors
      based
      on estimated fair values. SFAS 123R is being applied on the modified prospective
      basis. Prior to the adoption of SFAS 123R, the Company accounted for its
      stock-based compensation plans under the recognition and measurement principles
      of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
      to Employees, as provided by SFAS 123, “Accounting for Stock Based Compensation”
(“SFAS 123”) and accordingly, recognized no compensation expense related to the
      stock-based plans as stock options granted to employees and directors were
      equal
      to the fair market value of the underlying stock at the date of grant. In March
      2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to
      SFAS 123R. The Company has applied the provisions of SAB 107 in its adoption
      of
      SFAS 123R. Under the modified prospective approach, SFAS 123R applies to new
      awards and to awards that were outstanding on January 1, 2006 that are
      subsequently modified, repurchased or cancelled. Under the modified prospective
      approach, compensation cost recognized includes compensation cost for all
      share-based payments granted prior to, but not yet vested on January 1, 2006,
      based on the grant-date fair value estimated in accordance with the provisions
      of SFAS 123, and compensation cost for all share-based payments granted
      subsequent to January 1, 2006, based on the grant-date fair value estimated
      in
      accordance with the provisions of SFAS 123R.




7


**TECHPRECISION
        CORPORATION**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **NOTE
        3. PROPERTY, PLANT AND EQUIPMENT**




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




September
                30, 2006
            
            March
                31, 2006Land
            
            $
            110,113
            
            $
            110,113Building
                and improvements
            
            
            1,404,321
            
            
            1,290,072Machinery
                equipment, furniture and fixtures
            
            
            2,682,619
            
            
            2,609,6984,197,053
            
            
            4,009,883Less:
                accumulated depreciation
            
            
            1,660,976
            
            
            1,452,889$
            2,536,066
            
            $
            2,556,994




Depreciation
      expense for the periods ended September, 2006 and 2005 were $208,086 and $
      206,546, respectively. Land and buildings (which are owned by WM Realty
      Management, LLC- a consolidated VIE under Fin 46 R) are collateral for the
      $3,300,000 Mortgage Loan and other fixed assets of the Company together with
      its
      other personal properties, are collateral for the Sovereign Bank $4,000,000
      secured loan and line of credit.




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




The
      Company recognizes revenues based upon the units-of-delivery
      method.




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




September
                30, 2006
            
            March
                31, 2006Costs
                incurred on uncompleted contracts, net of allowance for
                loss
            
            $
            3,787,646
            
            $
            2,889,650Less:
                Advance billings and deposits
            
            
            (2,292,983
            )
            
            (1,583,061
            )$
            1,494,633
            
            $
            1,306,589




8
 
 **TECHPRECISION
          CORPORATION**
 **NOTES
          TO FINANCIAL STATEMENTS**


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




**NOTE
      4. DEFERRED CHARGES**




Deferred
      charges represent the capitalization of costs incurred in connection with
      obtaining the bank loan and building mortgage. These costs are being amortized
      over the term of the related debt obligation, 5 months to 72 months.
      Amortization charged to operations in the six months ended September 30, 2006
      and 2005 was $264,720 and $-0-, respectively. As of September 30, deferred
      charges were as follows:




September
                30, 2006
            
            March
                31, 2006Deferred
                costs expiring in one year or less:****Deferred
                mortgage costs
            
            $
            323,261
            
            $
            265,943Less:
                accumulated amortization
            
            
            (323,261
            )
            
            (
                58,541
            )$
            -0-
            
            $
            207,402Deferred
                costs expiring after one year:Deferred
                loan costs
            
            $
            46,852
            
            $
            46,852Accumulated
                amortization
            
            
            (
                4,059
            
            
            (725
            )$
            42,793
            
            $
            46,127




**NOTE
      5. LONG-TERM DEBT**




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




September
                30, 2006
            
            March
                31,2006Sovereign
                Bank- Secured Term note payable-72
                month 9% variableterm
                note with quarterly principal payments of $142,857 plus
                interest.Final
                payment due on March 1, 2013.
            
            $
            3,714,286
            
            $
            4,000,000Automobile
                Loanmonthly
                installments of $552 including interest of 4.9%, commencing July
                20, 2003
                through June 20, 2009.
            
            
            17,016
            
            
            19,4013,731,302
            
            
            4,019,401Principal
                payments due within one year
            
            
            (576,934
            )
            
            (576,934
            )Principal
                payments due after one year
            
            $
            3,154,368
            
            $
            3,442,467




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




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




The
      stock
      purchase agreement pursuant to which the Company purchased the stock of Ranor
      provided for the parties to establish an escrow account into which $925,000
      of
      the purchase price of the securities was placed.  If the sellers had
      breached any of their representations and warranties under the stock purchase
      agreement, the Company’s sole recourse is against the escrow account. To
      the extent that there is no claim against the escrow by one year from the
      closing, the escrow account is paid to Ranor’s former stockholders.  The
      Company is entitled to recover from the escrow an amount equal to its damages
      sustained as a result of a breach by the selling stockholders of their
      representations and warranties.  The Company has recorded an expense and a
      claim against the escrow account in the amount of $81,400. The claim is for
      the
      former stockholders’ breach of their representations and warranties relating to
      environmental matters.  The Company reflects the recovery of this amount on
      its March 31, 2006 and September 30, 2006 balance sheets as a reduction in
      the
      amount due to the former stockholders and an increase in additional paid in
      capital.  However, the claim has not been submitted to the escrow agent,
      and it is possible that the former Ranor stockholders may deny the claim, in
      which event the dispute is to be resolved by a mediation or arbitration as
      provided in the escrow agreement.




9


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


In
      the
      fiscal year ended March 31, 2007, the Company constructed a shed to store scrap
      materials and make a claim for construction costs under the escrow agreement,
      based on a breach of the seller’s representations and warranties relating to
      environmental compliance. The purpose of the shed is to protect the surrounding
      soil from any seepage. The cost of constructing the shed was $114,620.




**NOTE
      7. RELATED PARTY TRANSACTIONS**




**Management
      Fees**




Prior
      to
      February 24, 2006, Ranor entered into management agreements with four of its
      former stockholders which provided for compensation of $75,000, $75,000, $25,000
      and $25,000 to them. With the consent of the former stockholders, no
      compensation was paid under these agreements and, in lieu of payment under
      these
      agreements, Ranor paid three of these former stockholders, who also served
      as
      officers of Ranor, a salary of $150,000 each. No compensation was paid to the
      fourth stockholder. On February 24, 2006, any obligations of Ranor to these
      former stockholders were terminated. Also on February 24, 2006,
      contemporaneously with the reverse acquisition, the Company entered into a
      new
      management and consulting agreement with Techprecision LLC, a limited liability
      company composed of three stockholders of the Company, including the Company’s
      chief executive officer. The Company pays compensation to Techprecision LLC
      at
      the annual rate of $200,000 pursuant to this agreement. The Agreement expires
      on
      March 31, 2009. During the term of the agreement, the manager shall serve as
      a
      consultant to the Company and each of its existing and future subsidiaries.
      The
      consultation will include assistance with the determination of the goals,
      general policies and direction of the Company and its subsidiaries, financings,
      manufacturing, sales, distribution and customer relations.




In
      addition to the $200,000 management fee, the manager shall be entitled to a
      performance bonus determined as follows; the compensation committee of the
      Board
      of Directors will set performance objectives for the fiscal year. If the
      performance objectives are attained or exceeded, the Company will pay the
      manager a performance bonus equal to two and one-half percent of the Company’s
      cash flow from operations for the fiscal year. In the event that the Company
      makes an acquisition or disposes of a business segment during a fiscal year,
      the
      performance objectives may be revised by the compensation committee to reflect
      such transaction.




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




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




10


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


The
      WM
      Realty mortgage bears interest at 11% that is paid monthly with principal of
      $25,000. The balance of $3,300,000 was due on August 1, 2006. Expenses of
      obtaining the mortgage were $192,455 and are being amortized over approximately
      a five-month period. In August 2006, WM Realty obtained a one-month extension
      and the right to extend the maturity date for one month with the right to extend
      for an additional two months.




On
      October 4, 2006 a new mortgage of $3.2 million was placed on the property and
      the existing mortgage of $3.1 million was paid off. The new mortgage is for
      ten
      years at 6.75% with monthly payments of principal and interest of $20,595.
      The
      authorization is based on a thirty-year payout




**NOTE
      8. LEASE**




On
      February 24, 2006, Ranor, Inc. entered into a lease with WM Realty, a special
      purpose entity. The term of the lease is for a period of fifteen years
      commencing on February 24, 2006. For the six months ended September 30, 2006
      rent expense paid by the Company was $219,000. This amount was eliminated in
      consolidation and the interest and depreciation, in the amount of $206,325,
      were
      expensed.




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




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




The
      minimum future lease payments are as follows:




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




**NOTE
      9. CAPITAL STOCK**




**Preferred
      stock**




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




11


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


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




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




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




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




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




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




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




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




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




12


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


**Stock
      warrants**




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




**Common
      stock**




The
      Company had 10,009,000 shares of common stock, $.0001 par value, outstanding
      on
      September 30, 2006. As part of the reverse acquisition, 350,000 outstanding
      shares of Ranor were exchanged for 7,997,000 shares of Techprecision. Shares
      of
      Techprecision were sold or purchased, by the Company between $.25 and $.29
      per
      share during the year ending March 31, 2006.




During
      the six months ended September 30, 2006, the Company granted 126,000 shares
      of
      common stock to employees as compensation for services. The vested shares were
      valued at $.18 per share, representing a discount for sale restriction, from
      the
      market price per share based on the $.285 conversion price of the series A
      preferred stock. The employees’ rights to the shares vested immediately as to
      42,000 shares and they vest in installments as to the remaining
      shares.




**2006
      Long-Term Incentive Plan**




On
      July
      27, 2006, the board of directors approved an amendment to the 2006 Long-Term
      Incentive Plan which resulted in the grant to the independent directors of
      options to purchase an aggregate of 50,000 shares. Prior to the amendment,
      the
      number of shares subject to options granted to independent directors was 25,000
      shares, which were granted to the present independent directors in March 2006.
      All options held by the board of directors have an exercise price of $.285
      being
      the fair value per share of common stock. The grant of options to purchase
      150,000 shares of common stock to the independent directors resulted in a charge
      to income during the six months ended September 30, 2006 of
      $13,500.




13


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


**NOTE
      10. EARNINGS PER SHARE**




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




Six
                months ended September 30,2006
            
            2005Net
                income (loss)
            
            $
            10,555
            
            $
            (248,761
            )Basic-weighted
                average shares outstanding
            
            
            10,005,557
            
            
            8,089,000Basic
                EPS
            
            $
            .00
            
            $
            (.03
            )Effect
                of dilutive potential securities
            
            
            9,081,527
            
            
            -0-Dilutive
                weighted average shares outstanding
            
            
            19,090,527
            
            
            8,089,000Dilutive
                earnings per share
            
            $
            .00
            
            $
            (.03
            )





The
      assumed exercise of outstanding stock options has been excluded from the
      calculations of earnings per share for the six months ended September 30, 2006
      as their effect is antidilutive.




**NOTE
      11. SUBSEQUENT EVENTS**




In
      October 2006, WM Realty refinanced its mortgage with a ten-year mortgage loan
      in
      the principal amount of $3,200,000, with interest at 6.75%. The note provides
      for monthly payments of $20,954.94 for ten years, with the remaining principal
      due at maturity. The cost of refinancing, approximately $104,000, will be
      amortized over the term of the new loan.




WM
      Realty
      used the proceeds of the mortgage loan to pay its outstanding obligations under
      its prior mortgage and to pay the Company the money the Company advanced WM
      Realty at the time of its initial purchase of the real estate from the Company
      in February 2006. The amount advanced, $226,808, was offset by rent arrearages
      of $43,018, October rent of $36,500, a late payment fee of $625 and a tax escrow
      payment in the amount of $24,445, resulting in a net payment to the Company
      of
      $122,220.




On
      October 30, 2006, the stockholders approved (i) the adoption of the 2006
      Long-Term Incentive Plan and (ii) an amendment to the Company’s certificate of
      incorporation to include the following provision:




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




The
      plan
      will become effective 20 days after an information statement relating to the
      2006 plan and the amendment to the Company’s certificate of incorporation is
      mailed to the Company’s stockholders.




14




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




**Statement
      Regarding Forward Looking Disclosure**




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




**Overview**




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




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




Ranor,
      together with its predecessor, has been in business since 1956. Ranor’s
      predecessor was sold by its founders in 1999 to Standard Automotive Corporation
      through its subsidiary Critical Components Corporation. From June 1999 until
      August 2002, Ranor’s predecessor, which was also named Ranor, was operated by
      Critical Components. In December 2001, Standard filed for protection under
      the
      Bankruptcy Code and Ranor’s predecessor operated under Chapter 11 until on or
      about the quarter ended June 30, 2002. Subsequently, all Standard’s holdings
      were sold. In 2002, Ranor acquired the assets of its predecessor from the
      bankruptcy estate. See the discussion under “Reverse Acquisition.” As a result
      of the bankruptcy of Standard’s subsidiary, customers were initially reluctant
      to use our services. In recent years, as both the market for our services has
      improved and we demonstrated to our customers that we have both the financial
      and manufacturing ability to meet their specifications and time requirements,
      we
      have been able to improve both our revenue and our gross margin, although not
      necessarily on a quarter to quarter basis.




15




In
      recent
      years, the capital goods market experienced a slow down due to both the industry
      over-build of product in the late 1990’s and the events of September 11, 2001.
      As noted in the preceding paragraph, the development of our business was further
      affected by the bankruptcy of Standard. However, based on recent project
      inquiries, recent projects awarded and current customer demands for our
      services, we believe the market has rebounded and that we are finding increased
      acceptance of our services.




A
      significant portion of our revenue is generated by a small number of customers
      who differ from period to period as we complete work on projects or commence
      new
      projects for other customers. In the six months ended September 30, 2006, three
      customers accounted for approximately 42% of our revenue. Our contracts
      generally result from negotiation and from bids made pursuant to a request
      for
      proposal. Our ability to receive contract awards is dependent upon the
      contracting party’s perception of such factors as our ability to perform on
      time, our history of performance and our financial condition. We believe, based
      on increased requests for quotations, that there is an increasing demand for
      services of the type which we perform, notwithstanding the decline in revenue
      from the six months ended September 30, 2005 to the six months ended September
      30, 2006. We are changing the manner in which we treat potential business.
      Ranor
      and its predecessor had traditionally performed services on relatively low
      margins since the customers demanded more services without an increase in cost.
      We are seeking more long-term projects with a more predictable cost structure,
      and rejecting or not bidding on projects we do not believe would generate an
      adequate gross margin. Thus, although our sales decreased from the six months
      ended September 30, 2006 from the comparable period of 2005, our gross margin
      increased from 10.5% to 16.1% and our income from operations increased from
      $306,000 to $388,000, notwithstanding the postponement of one contract during
      the six months ended September 30, 2006.




Because
      our revenues are derived from the sale of goods manufactured pursuant to a
      contract, and we do not sell from inventory, it is necessary for us to
      constantly seek new contracts. The products that we produce are generally for
      one or a limited number of units, and once we complete our work on a contract,
      we generally do not receive subsequent orders for the same product. We receive
      contracts both by negotiation and through bids. When we bid for a contract,
      we
      may not receive the contract award. Thus, there may be a time lag between our
      completion of one contract and commencement of work on another contract. During
      this period, we will continue to incur our overhead expense but with lower
      revenue. Furthermore, changes in the scope of a contract may impact the revenue
      we receive under the contract and the allocation of manpower.




During
      the six months ended September 30, 2006, we suffered a decline in revenue as
      a
      result of changes in the scope and timing of one contract. Our revenue in the
      three months ended September 30, 2006 reflected the effects of a postponement
      of
      one contract from the first to the second quarter of the current fiscal year.
      The first postponement related to a contract we were performing for a large
      military contractor. During the initial phase of the program (after the first
      eight units had been delivered) the customer determined that the materials
      it
      had selected and provided to us were inadequate to accommodate its needs. The
      customer submitted a stop work order until it could determine their next steps.
      As a result, we experienced a delay of the program for approximately 21⁄2 months
      until the customer selected materials more suitable for its needs. Once the
      new
      materials were selected, the customer re-started the program and we are now
      performing this work. As a result of this postponement, $903,000 of revenues
      that we anticipated we would recognize in the first quarter is expected to
      be
      recognized in subsequent quarters. In addition, we incurred the cost of carrying
      the employees and independent contractors that had been assigned to this
      project. The second contract related to services being performed for a national
      laboratory project that involved a large pressure vessel. As we were completing
      the initial phase of the project, the customer determined that it wanted to
      significantly enhance the product prior to our delivery of the original unit.
      This change resulted in a delay of the final billing until the work was
      completed. As a result, $462,000 of revenues that were anticipated during
      quarter ended June 30, 2006 was recognized in the quarter ending September
      30,
      2006. This project has been completed, accepted by the customer and final
      payment received. As a result, the postponement of this project did not affect
      revenue for the six-month period although the postponement affected revenues
      for
      both the first and second quarters of the current fiscal year.




16




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




We
      lease
      our facilities from WM Realty which is an affiliated entity, to whom we sold
      the
      real property in February 2006. Because WM Realty is an affiliated entity and
      our lease with WM Realty Management is the sole source of funding for WM Realty
      , under generally accepted accounting principles, the real estate is treated
      as
      being owned by us and WM Realty’s mortgage obligations are treated as our
      obligations. See “Variable Interest Entity.” Our financial condition,
      principally our working capital, is affected by the terms of WM Realty ’s
      mortgage. WM Realty initially financed its purchase of the property with a
      six-month mortgage, which initially matured on August 1, 2006 and was extended.
      Because of the terms of the mortgage, at June 30, 2006 and September 30, 2006,
      the mortgage loan was reflected as a short-term loan in the principal amount
      of
      the loan. As a result, we had a deficiency in working capital of $130,958 at
      September 30, 2006. Further, our financial statements for the six months ended
      September 30, 2006, also reflect approximately $57,418 in expenses relating
      to
      the extension of the old mortgage. In October 2006, the real estate was
      refinanced with a ten-year mortgage with interest at 6.75%. As a result,
      commencing with our December 31, 2006 balance sheet, our short-term liability
      with respect to this mortgage will reflect the only current amortization. The
      cost of refinancing, which was approximately $104,000, will be amortized over
      the term of the loan.




**Critical
      Accounting Policies**




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




**Revenue
      Recognition and Costs Incurred**




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




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




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




17




**Variable
      Interest Entity**




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




**Income
      Taxes**




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




**Reverse
      Acquisition**




Our
      acquisition of Ranor in February 2006 is accounted for as a reverse acquisition,
      with Ranor being treated as the acquiring party for accounting purposes. The
      accounting rules for reverse acquisitions require that beginning with the date
      of the acquisition, February 24, 2006, our balance sheet includes the assets
      and
      liabilities of Ranor and our equity accounts were recapitalized to reflect
      the
      net equity of Ranor. In addition, our historical operating results will be
      the
      operating results of Ranor.




**Non-GAAP
      Information**




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




Six
                Months Ended September 30,
            
            Three
                Months Ended September 30,2006
            
            2005
            
            2006
            
            2005Net
                gain(loss)
            
            
            10
            
            
            (249
            )
            
            86
            
            
            (380
            )Plus
                interest (net)
            
            
            364
            
            
            560
            
            
            181
            
            
            280Plus
                taxes
            
            
            —
            
            
            —Plus
                depreciation and amortization
            
            
            419
            
            
            207
            
            
            163
            
            
            104EBITDA
            
            
            794
            
            
            518
            
            
            430
            
            
            4




18




**New
      Accounting Pronouncements**




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




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




In
      December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based
      Payment.” Statement 123R will provide investors and other users of financial
      statements with more complete financial information by requiring that the
      compensation cost relating to share-based payment transactions be recognized
      in
      financial statements. That cost will be measured based on the fair value of
      the
      equity or liability instruments issued. Statement 123R covers a wide range
      of
      share-based compensation arrangements including stock options, restricted stock
      plans, performance-based awards, stock appreciation rights, and employee stock
      purchase plans. Statement 123R replaces FASB Statement No. 123, Accounting
      for
      Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
      Stock Issued to Employees. Statement 123, as originally issued in 1995,
      established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to financial statements disclosed what net income
      would
      have been had the preferable fair-value-based method been used. Public entities
      that are small business issuers will be required to apply Statement 123R as
      of
      the first interim or annual reporting period of the first fiscal year that
      begins after December 15, 2005. Because our fiscal year at January 1, 2006
      was
      the calendar year, we became subject to Statement 123R on January 1, 2006.
      Prior
      to the reverse acquisition, we did not grant any options or equity-based
      incentives. To the extent that we grant such options or other equity-based
      incentives, the value thereof is included as a general and administrative
      expense.




The
      adoption of the foregoing new statements did not have a significant impact
      on
      our financial statements through September 30, 2006, since we did not grant
      any
      options that would not be treated as an expense under FASB 123, prior to the
      revision. However, on an ongoing basis, to the extent that we grant options
      to
      employees, we will incur a compensation expense which will have the effect
      of
      increasing our administrative expenses and reducing our net income and
      EBITDA.




19




**Results
      of operations**




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




(Dollars
                in thousands)Six
                Months Ended September 30,
            
            
            Three
                Months Ended September 30,2006
            
            
            2005
            
            
            2006
            
            
            2005Net
                sales
            
            $
            7,915
            
            
            100
            %
            
            $
            9,077
            
            
            100
            %
            
            $
            3,717
            
            
            100
            %
            
            $
            3,660
            
            
            100
            %Cost
                of sales
            
            
            6,252
            
            
            79
            %
            
            
            7,818
            
            
            86
            %
            
            
            2,842
            
            
            76
            %
            
            
            3,315
            
            
            91
            %Gross
                profit
            
            
            1,663
            
            
            21
            %
            
            
            1,258
            
            
            14
            %
            
            
            874
            
            
            24
            %
            
            
            345
            
            
            9
            %Selling,
                general and administrative
            
            
            1,288
            
            
            16
            %
            
            
            952
            
            
            10
            %
            
            
            608
            
            
            16
            %
            
            
            448
            
            
            12
            %Income
                (loss) from operations
            
            
            375
            
            
            5
            %
            
            
            307
            
            
            3
            %
            
            
            267
            
            
            7
            %
            
            
            (103
            )
            
            (3
            %)Interest
                expense, net
            
            
            (364
            )
            
            5
            %
            
            
            (555
            )
            
            6
            %
            
            
            (181
            )
            
            5
            %
            
            
            (277
            )
            
            (8
            %)Loss
                before income taxes
            
            
            10
            
            
            0
            %
            
            
            (248
            )
            
            -3
            %
            
            
            86
            
            
            2
            %
            
            
            (380
            )
            
            (10
            %)Provision
                for income taxes
            
            
            —
            
            
            0
            %
            
            
            3
            
            
            0
            %
            
            
            —
            
            
            0
            %
            
            
            —
            
            
            0
            %Net
                income (loss)
            
            
            10
            
            
            0
            %
            
            
            (251
            )
            
            -3
            %
            
            
            86
            
            
            2
            %
            
            
            (380
            )
            
            (10
            %)




**Six
      Months Ended September 30, 2006 and 2005**




Sales
      in
      the six months ended September 30, 2006 (the “September 2006 period”) decreased
      $1,162,000, or 13%, to $7,915,000, compared to $9,077,000 for the six months
      ended September 30, 2005 (the “September 2005 period”). This decrease in sales
      reflected changes in a major contract. After the delivery of the initial
      product, the customer discovered problems resulting from its design of the
      product. As a result, the customer postponed the project until the product
      was
      redesigned. As a result of the postponement, revenue which was anticipated
      to be
      recognized in the September 2006 period based on the initial production and
      delivery schedule, was not recognized in that period. We expect that it will
      be
      recognized over in the third and possibly the fourth quarters of the current
      fiscal year. Our revenue was also affected by our change of marketing focus.
      We
      are seeking more longer-term projects with a more predictable cost structure,
      and rejecting or not bidding on projects which we do not believe would generate
      an adequate gross margin.




Our
      cost
      of sales for the September 2006 period decreased $1,567,000, to $6,252,000,
      a
      decrease of 20.0%, from $7,819,000 for the September 2005 period. This decrease
      was greater than the decrease in sales, resulting in an improvement in the
      gross
      margin from 14% to 21%. In the September 2005 period, we carried more employees
      than we required under our then current contracts. We have reduced our staff,
      which has enabled us to operate more efficiently; however, in connection with
      one project that was postponed, we retained the project group even though there
      were periods during the September 2006 period when they were not utilized
      efficiently.




Selling,
      administrative and other expenses for the September 2006 period were $1,275,000,
      compared to $952,000 for the September 2005 period, an increase of $323,000,
      or
      33.9%. The following table sets forth information as to the different components
      of selling, general and administrative expenses.




20




ChangeCategory
            
            September
                2006 Period
            
            September
                2005 Period
            
            Dollars
            
            PercentPayroll,
                including payroll taxes
            
            $
            650,000
            
            $
            768,000
            
            $
            (118,000
            )
            
            (15
            %)Professional
                fees
            
            
            152,000
            
            
            50,000
            
            
            102,000
            
            
            204
            %Costs
                relating to WM Realty
            
            
            289,000
            
            
            0
            
            
            289,000
            
            
            NAOther
                selling, general and administrative
            
            
            198,500
            
            
            133,000
            
            
            65,500
            
            
            49
            %




The
      decrease in payroll expense resulted from a decrease in compensation for
      officers and sales staff. During the September 2005 period, our compensation
      to
      officers included compensation to former stockholders who were officers and
      whose services were no longer required by us. Our payroll expense for the six
      months ended September 30, 2006 includes payments of $100,000 under our
      management agreement with Techprecision. These expenses are included under
      payroll since the services performed are those that are performed by officers
      and other employees.




The
      increase in professional fees reflected additional legal and accounting fees
      resulting from our status as a reporting company under the Securities Exchange
      Act of 1934,




WM
      Realty
      is a special purpose entity which is consolidated with us. Costs relating to
      WM
      Realty include debt service charges, amortization of closing costs and
      depreciation, and interest of $186,000 on WM Realty’s mortgage
      obligation.




Other
      selling, general and administrative expenses reflect sales development expenses,
      travel expenses relating to our management agreement with Techprecision, LLC,
      and officers and directors’ liability insurance, as well as $13,500 of expense
      of equity-based compensation relating to the grant of options to our independent
      directors. Since our rent is paid to WM Realty, our rent is not reflected as
      an
      expense.




Interest
      expense for the September 2006 period was $364,000 compared with $560,000 for
      the September 2005 period. The decrease in interest expense reflects both a
      decrease in debt as a result of the payment of debt to related parties, which
      was paid on February 24, 2006 and a lower interest rate. The outstanding debt
      to
      the related parties was approximately $8,000,000 throughout fiscal 2005 and
      during fiscal 2006 through February 24, 2006. At September 30, 2006, our debt
      was $6,880,000, including the $3,150,000 mortgage debt of WM Realty. The average
      interest rate was 10% for the September 2006 period as compared with 14% for
      the
      September 2005 period.




As
      a
      result of the foregoing, we generated net income for the September 2006 period
      of $10,000 or less than $.01 per share (basic and diluted), as compared to
      a net
      loss of $252,000, or $.03 per share (basic and diluted), for September 2005
      period.




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




Sales
      in
      the three months ended September 30, 2006 (the “September 2006 quarter”)
      increased $57,000, or 2%, from $3,660,000 for the three months ended September
      30, 2005 (the “September 2005 quarter”). This increase reflects revenue of
      $434,000 from a contract which was initially expected to be completed during
      the
      quarter ended June 30, 2006. Our revenue in the September 2006 quarter was
      also
      affected by the postponement of a contract described under “Six Months Ended
      September 30, 3006 and 2005.” Our revenue was also affected by our change of
      marketing focus. We are seeking more longer-term projects with a more
      predictable cost structure, and rejecting or not bidding on projects which
      we do
      not believe would generate an adequate gross margin.




Cost
      of
      goods sold for the September 2006 quarter were $2,842,000 as compared to
      $3,315,000 for the September 2005 period, a decrease of $473,000, or 14%. In
      the
      September 2005 quarter, we carried more employees than we required under our
      then current contracts. We have reduced our staff which has allowed us to
      operate more efficiently; however, in connection with one project that was
      postponed, we retained the project group even though there were periods during
      the September 2006 quarter when they were not utilized efficiently.




21




Selling,
      administrative and other expenses for the September 2006 quarter were $594,000,
      compared to $448,000 for the September 2005 period, an increase of $146,000,
      or
      33%. The following table sets forth information as to the different components
      of selling, general and administrative expenses.




ChangeCategory
            
            September
                2006 Quarter
            
            September
                2005 Quarter
            
            Dollars
            
            PercentPayroll,
                including payroll taxes
            
            $
            307,000
            
            $
            376,000
            
            $
            (69,000
            )
            
            (18
            %)Professional
                fees
            
            
            41,000
            
            
            20,000
            
            
            21,000
            
            
            105
            %Costs
                relating to WM Realty
            
            
            127,000
            
            
            0
            
            
            127,000
            
            
            NAOther
                selling, general and administrative
            
            
            133,500
            
            
            51,000
            
            
            82,500
            
            
            162
            %




The
      decrease in payroll expense resulted from a decrease in compensation for
      officers and sales staff. During the September 2005 period, our compensation
      to
      officers included compensation to former stockholders who were officers and
      whose services were no longer required by us.




The
      increase in professional fees reflected additional legal and accounting fees
      resulting from our status as a reporting company under the Securities Exchange
      Act of 1934.




WM
      Realty
      is a special purpose entity, which is consolidated with us. Costs relating
      to WM
      Realty include debt service charges, amortization of closing costs and
      depreciation, and interest of $93,000 on WM Realty’s mortgage
      obligation.




Other
      selling, general and administrative expenses reflect sales development expenses,
      travel expenses and officers and directors’ liability insurance. Since our rent
      is paid to WM Realty, our rent is not reflected as an expense.




Interest
      expense for the September 2006 quarter was $181,000 as compared to $280,000
      for
      the September 2005 quarter, a decrease of $99,000, or 35%. The decrease is
      a
      result of lower interest rates charged on the present outstanding debt of
      $6,881,302 as compared to the outstanding debt of $8,000,000 for the period
      of
      2005 and up to the refinancing on February 24, 2006. The average interest rate
      was 10% for the September 2006 quarter as compared with 14% for the September
      2005 quarter.




As
      a
      result of the foregoing, we generated net income for the September 2006 quarter
      of $99,000, or $.03 per share (basic), and $.01 per share (diluted), as compared
      to a net loss of $380,000, or $.05 per share (basic and diluted), for September
      2005 period.




**Liquidity
      and Capital Resources**




At
      September 30, 2006, we had a deficiency in working capital of $131,000, as
      compared with working capital of $91,000 at March 31, 2006. Our cash position
      was $473,000 at September 30, 2006 and $449,600 at October 31, 2006. Our working
      capital reflects a $3,150,000 current liability representing the mortgage debt
      by WM Realty under its mortgage. Pursuant to FASB Interpretation No. 46, we
      are
      required to include the real property that we sold to WM Realty at our
      historical cost and record the liability as a current liability on our balance
      sheet. In October 2006, WM Realty refinanced its real estate mortgage with
      a
      ten-year mortgage with interest at 6.75%. As a result, commencing with our
      December 31, 2006 balance sheet, our short term liability with respect to this
      mortgage will reflect the only current amortization. The cost of refinancing,
      which was approximately $104,000, will be amortized over the term of the loan.
      Further, WM Realty used the proceeds of the mortgage loan to pay us the money
      we
      advanced to WM Realty at the time of its initial purchase of the real estate
      from us in February 2006. The amount advanced, $226,808, was offset by rent
      arrearages of $43,018, October rent of $36,500, a late payment fee of $625
      and a
      tax escrow payment in the amount of $24,445, resulting in a net payment to
      the
      Company of $122,220.




22




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




The
      loan
      and security agreement with Sovereign Bank, pursuant to which we borrowed
      $4,000,000 on a term loan basis and have a $1,000,000 revolving credit facility,
      requires Ranor to maintain a ratio of earnings available for fixed charges
      to
      fixed charges of at least 1.2 to 1, commencing June 30, 2006, and an interest
      coverage ratio of at least 2:1. The interest coverage ratio is the ratio of
      earnings before interest and taxes to current interest payments. The agreement
      also limits our capital expenditures to $500,000 per year.




The
      term
      note is due on March 1, 2013, and is payable in 28 quarterly installments of
      $142,847. The note bears interest at 9% per annum through December 31, 2010
      and
      at prime plus 11⁄2% thereafter. At September 30, 2006 the principal balance due on
      our term loan to Sovereign Bank was $3,714,000.




The
      revolving note bears interest at prime plus 11⁄2%. We may borrow, subject to the
      borrowing formula at any time prior to June 30, 2007. Any advances under the
      revolving note become due on June 30, 2007. The maximum borrowing under the
      revolving note is the lesser of (i) $1,000,000 or (ii) the sum of 70% of
      eligible accounts and 40% of eligible inventory. At September 30, 2006, the
      maximum available under the borrowing formula was $1,000,000. At September
      30,
      2006 and October 31, 2006, there were no borrowings under the revolving
      note.




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




For
      the
      September 2006 period, we had cash flow from operations of $575,000, which
      is an
      improvement from the year ended March 31, 2006, in which we had negative cash
      flow from operations of $679,000. We attribute this improvement to our ability
      to operate more efficiently, which is reflected in our improved gross margin
      in
      the September 2006 period notwithstanding a decline in revenue. However, as
      a
      result of the reverse acquisition, we have additional expenses resulting from
      being a public company and we pay annual compensation of $200,000 pursuant
      to a
      management agreement with Techprecision. Offsetting these cost increases is
      the
      elimination of compensation that was paid to the former stockholders of
      Ranor.




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




While
      we
      believe that the $1,000,000 revolving credit facility, which remained unused
      as
      of September 30, 2006 and October 31, 2006, and our cash flow from our
      operations should be sufficient to enable us to satisfy our cash requirements
      at
      least through the end of fiscal 2007, it is possible that we may require
      additional funds. In the event that we make an acquisition, we may require
      additional financing for the acquisition. However, we do not have any current
      plans for any acquisition, and we cannot give any assurance that we will make
      any acquisition. We have no commitment from any party for additional funds;
      however, the terms of our agreement with Barron Partners, particularly Barron
      Partners’ right of first refusal, may impair our ability to raise capital in the
      equity markets since potential investors are often reluctant to negotiate a
      financing when another party has a right to match the terms of the
      financing.




23




**Item
      3. Controls and Procedures**




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




Our
      principal executive officer and principal financial officer have concluded
      that
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls during the quarter ended
      September 30, 2006.




**PART
      II. OTHER INFORMATION**




**Item
      6. Exhibits**





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




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




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





24


**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 15, 2006
            
            /s/ James
              G.
              ReindlJames
              G. Reindl, Chief Executive Officer


Dated:
              November 15, 2006
            
            /s/ Mary
              DesmondMary
              Desmond, Chief Financial
              Officer




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