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<SEC-DOCUMENT>0001144204-06-018694.txt : 20060505
<SEC-HEADER>0001144204-06-018694.hdr.sgml : 20060505
<ACCEPTANCE-DATETIME>20060505170417
ACCESSION NUMBER:		0001144204-06-018694
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20060505
DATE AS OF CHANGE:		20060505
EFFECTIVENESS DATE:		20060505

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TECHPRECISION CORP
		CENTRAL INDEX KEY:			0001328792
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-133864
		FILM NUMBER:		06813855

	BUSINESS ADDRESS:	
		STREET 1:		ONE BELLA DRIVE
		CITY:			WESTMINSTER
		STATE:			MA
		ZIP:			01473
		BUSINESS PHONE:		978-874-0591

	MAIL ADDRESS:	
		STREET 1:		ONE BELLA DRIVE
		CITY:			WESTMINSTER
		STATE:			MA
		ZIP:			01473

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Techprecision CORP
		DATE OF NAME CHANGE:	20060309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LOUNSBERRY HOLDINGS II INC
		DATE OF NAME CHANGE:	20050531
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v042193_s8.txt
<TEXT>


       As filed with the Securities and Exchange Commission on May , 2006
                                                          Registration No. 333 -

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            TECHPRECISION CORPORATION
             (Exact name of registrant as specified in its charter)

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

         One Bella Drive, Westminster, MA                    01473
         (Address of Principal Executive Offices)            (Zip Code)

                             Stock Grant Agreements
                              (Full Title of Plan)

                             Asher S. Levitsky P.C.
                                Katsky Korins LLP
                                605 Third Avenue
                            New York, New York 10158
                                 (212) 716-3239
                               Fax: (212) 716-3338
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                  Mr. James G. Reindl, Chief Executive Officer
                            Techprecision Corporation
                                 One Bella Drive
                              Westminster, MA 01473
                                 (978) 874-0591
                               Fax: (978) 874-2748



<PAGE>



<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
- -------------------------- ------------------------ ----------------------- ------------------------ -----------------------

                                                    Proposed                       Proposed
   Title of securities                              maximum                         maximum
          to be            Amount to be             offering price                 aggregate               Amount of
       registered          registered               per unit(1)                offering price(1)        registration fee
- -------------------------- ------------------------ ----------------------- ------------------------ -----------------------

<S>                        <C>                              <C>                     <C>                      <C>
 Common Stock, par value   133,000 shares(2)                $.285                   $37,950                  $4.06
    $.0001 per share
- -------------------------- ------------------------ ----------------------- ------------------------ -----------------------
</TABLE>

(1)   Estimated solely for the purpose of calculating the registration fee, in
      accordance with Rule 457 under the Securities Act of 1933, as amended,
      based on the most recent price at which securities were sold.

(2)   Pursuant to Rule 416, there are also being registered such additional
      shares of common stock as may be required pursuant to the anti-dilution
      provisions of the plans.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

      The documents containing the information specified in this Item 1 will be
sent or given to employees who receive stock grants pursuant to the stock grant
agreements. In accordance with the rules and regulations of the Securities and
Exchange Commission and the instructions to Form S-8, such documents are not
being filed with the Commission either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

      The documents containing the information specified in this Item 2 will be
sent or given to employees, directors or other participants in the plans as
specified by Rule 428(b)(1) under the Securities Act. These documents are not
being filed with the Commission either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.

<PAGE>

                                     PART II

               INFORMATION REQUESTED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Relevance.

      The following documents have been filed by Techprecision Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") and
are incorporated herein by reference:

      (1)   The Company's Annual Report on Form 10-KSB for the year ended
            December 31, 2005;
      (2)   All other reports filed by the Company pursuant to Section 13(a) and
            15(d) of the Securities and Exchange Act of 1934, as amended (the
            "Exchange Act"), since December 31, 2005; and
      (3)   The description of the Company's Common Stock contained in Amendment
            No. 1 to the Company's Registration Statement on Form 10-SB, which
            was filed with the Commission on September 10, 2001.

      All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and
15 of the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities hereby have been sold or which deregisters
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

      The exhibit index appears on page II-2 of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

Item 6.  Indemnification of Officers and Directors.

      The Company's certificate of incorporation provide that the liability of
the directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under Delaware law and provides for indemnification
to the extent permitted by Delaware law.

      The Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for any breach
of the director's duty of loyalty to the corporation or its stockholders; acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; payments of unlawful dividends or unlawful stock
repurchases or redemptions, or any transaction from which the director derived
an improper personal benefit.

                                      II-1
<PAGE>


      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement in connection with various actions, suits or
proceedings, whether civil, criminal, administrative or investigative other than
an action by or in the right of the corporation, a derivative action, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses including
attorneys' fees incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's certificate of
incorporation, bylaws, agreement, a vote of stockholders or disinterested
directors or otherwise.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, offices or controlling persons of the
Company, pursuant to the foregoing provisions, or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered hereunder, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

Item 7.  Exemption from Registration Claimed.

N.A.

Item 8.  Exhibits

      4.1   Form of Stock Grant Agreement
      5.1   Opinion of Katsky Korins LLP.
      23.1  Consent of Bloom & Co., LLP (Page II-5)
      23.2  Consent of Katsky Korins LLP (contained in Exhibit 5.1 hereto).
      24.1  Power of Attorney (included on the signature page).

Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

1.    To file, during any period in which it offers or sells securities, a
      post-effective amendment to this registration statement to include any
      additional or changed material information on the plan of distribution.

2.    For determining liability under the Securities Act, treat each
      post-effective amendment as a new registration statement of the securities
      offered, and the offering of the securities at that time to be the initial
      bona fide offering.

3.    File a post-effective amendment to remove from registration any of the
      securities that remain unsold at the end of the offering.

                                      II-2
<PAGE>


4.    For determining liability of the undersigned small business issuer under
      the Securities Act to any purchaser in the initial distribution of the
      securities, the undersigned small business issuer undertakes that in a
      primary offering of securities of the undersigned small business issuer
      pursuant to this registration statement, regardless of the underwriting
      method used to sell the securities to the purchaser, if the securities are
      offered or sold to such purchaser by means of any of the following
      communications, the undersigned small business issuer will be a seller to
      the purchaser and will be considered to offer or sell such securities to
      such purchaser:

      i.    Any preliminary prospectus or prospectus of the undersigned small
            business issuer relating to the offering required to be filed
            pursuant to Rule 424;

      ii.   Any free writing prospectus relating to the offering prepared by or
            on behalf of the undersigned small business issuer or used or
            referred to by the undersigned small business issuer;

      iii.  The portion of any other free writing prospectus relating to the
            offering containing material information about the undersigned small
            business issuer or its securities provided by or on behalf of the
            undersigned small business issuer; and

      iv.   Any other communication that is an offer in the offering made by the
            undersigned small business issuer to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westminster, Commonwealth of Massachusette on
this 4th day of May, 2006.

                            TECHPRECISION CORPORATION


                             By: s/ James G. Reindl
                               ------------------------
                                James G. Reindl, CEO

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on behalf
of the registrant and in the capacities and on the dates indicated. Each person
whose signature appears below hereby authorizes James G. Reindl and Mary Desmond
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.

<TABLE>
<CAPTION>
Signature                                             Title                                       Date


<S>                                        <C>                                                  <C>
s/ James G. Reindl                         Chief Executive Officer                              May 4, 2006
- ------------------------------------       and Director
James G. Reindl.                           (Principal Executive Officer)

s/Mary Desmond                             Chief Financial Officer                              May 4, 2006
- -----------------------                    (Principal Financial and Accounting Officer)
Mary Desmond

s/ Stanley A. Youtt                        Director                                             May 4, 2006
- -----------------------------------
Stanley A. Youtt

/s/ Michael Holly                          Director                                             May 4, 2006
- ---------------------------------------
Michael Holly

s/ Larry Steinbrueck                       Director                                             May 4, 2006
- --------------------------------------
Larry Steinbrueck

s/ Louis A. Winoski                        Director                                             May 4, 2006
- --------------------------------------
Louis A. Winoski
</TABLE>


                                      II-4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>v042193_ex4-1.txt
<TEXT>


                              STOCK GRANT AGREEMENT

         Stock Grant issued this day of May, 2006, from Techprecision
Corporation, a Delaware corporation with offices at One Bella Drive,
Westminster, MA (the "Company"), to (the "Grantee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, the Grantee is a valuable employee of the Company, and the
Company desires to continue the Grantee's employment with the Company; and

         WHEREAS, the Company has a stock grant plan pursuant to which it can
grant shares of its common stock, par value $.0001 per share ("Common Stock"),
to key employees; and

         WHEREAS, the Company granted to the Grantee, on and subject to the
terms of this Agreement a total of shares (the "Shares") of Common Stock;

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Company and the Grantee, intending to be legally bound
hereby, do hereby agree as follows:

1. The Company hereby grants to the Grantee a stock grant of the Shares, on and
subject to the terms of this Agreement.

2. The Grantee's rights to the Shares vest as follows

      (a)   Immediately as to shares of Common Stock;

      (b)   On February 24, 2007 as to an additional                shares of
            Common Stock;                            --------------

      (c)   On February 24, 2008 as to the remaining              shares of
            Common Stock.                            ------------

      3. (a) If an Automatic Vesting Event shall occur, the Grantee's rights to
all unvested Shares shall vest immediately prior to the completion of the
transaction relating to the Automatic Vesting Event.

            (b) An Automatic Vesting Event shall mean any one of the following
events:

                  (i) The sale by the Company of all or substantially all of its
business and assets to a third party which is not an affiliate of the Company
immediately prior to the completion of the sale.

                  (ii) The merger of the Company into another entity which is
not an affiliate of the Company immediately prior to the consummation of the
merger; provided that the Company is not the surviving or continuing entity in
the merger.

                  (iii) Any transaction similar to the transactions described in
Sections 3(b)(i) and 3(b)(ii) of this Agreement if the Company's board of
directors determines, in its sole discretion, that such transaction constitutes
an Automatic Vesting Event.

            (c) As used in this Agreement, an "affiliates" of the Company is a
person that controls, is controlled by or is under common control with the
Company.

<PAGE>

      4. (a) If a Forfeiture Event shall occur prior to the date on which all of
the Shares vests pursuant to Section 2 or 3 of this Agreement, the Grantee's
rights in and to all Shares which not have vested on Forfeiture Date shall
automatically terminate, and the unvested Shares shall be retained by the
Company and either cancelled or transferred into the Company's name to be held
as treasury stock, as the Company shall determine. By executing this Agreement,
the Grantee hereby appoints the Company and its officers as his or her
attorney-in-fact for the purpose of transferring the unvested Shares into the
Company's name upon the happening of a Forfeiture Event. The power of attorney
granted pursuant to this Section 4(a) is irrevocable and is coupled with an
interest. Contemporaneously with the execution of this Agreement, you will also
execute a stock power transferring the unvested shares to the Company. The
Company will not use the stock power unless there is a Forfeiture Event.

            (b) A Forfeiture Event shall mean the Grantee's death or any
termination of the Grantee's employment with the Company or any of its
subsidiaries which employ him or her, for any reason.

      5. (a) The Grantee shall have all rights to any Shares which becomes
vested and the Grantee's rights to the vested Shares shall be non-forfeitable;
provided, however, that:

                  (i) neither the Grantee nor any transferee, legatee or
distributee of the Grantee shall publicly sell any Shares prior to February 25,
2007; and

                  (ii) during the year from February 25, 2007 until February 24,
2008, neither the Grantee nor any transferee, legatee or distributee of the
Grantee shall publicly sell any Shares.

            (b) As long as a Forfeiture Event shall not have occurred, the
Grantee shall have the right to vote the unvested Shares, but shall have no
other rights with respect to the unvested Shares.

      6. The Company shall retain possession of all Shares which have not
vested, and at such time as any Shares shall vest, the Company shall deliver the
certificates for the vested Shares to Grantee. As soon as practical after the
execution of this Agreement, the Company shall deliver to Grantee the
certificate for the Shares which vest on the date of this Agreement pursuant to
Section 2(a).

      7. In the event of any dividend or distribution, whether in cash or stock
or other property or in the event of any recapitalization, the distribution or
other securities issued in respect of or in place of the unvested Shares shall
be held by the Company and shall be either (a) distributed to the Grantee if and
when the Grantee's right to the such Shares vests or (b) retained by and
transferred to the Company if a Forfeiture Event shall occur.

      8. The Grantee understands that the certificates for the Shares shall bear
the following legend:

THE RIGHTS OF THE HOLDER OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE, INCLUDING VESTING RIGHTS AND RESTRICTIONS ON THE RIGHT OF THE
HOLDER TO TRANSFER SUCH SHARES, ARE SUBJECT TO A STOCK GRANT AGREEMENT DATED MAY
, 2006, BETWEEN THE ISSUER AND HOLDER, A COPY OF WHICH IS ON FILE AT THE OFFICE
OF THE COMPANY.

      9. The Grantee understands that the grant of the Shares pursuant to this
Agreement constitutes income to the Grantee, and the Grantee is responsible to
pay or provide for applicable withholding taxes to the extent provided by law.
The Grantee has reviewed with his own tax advisors the federal, state and local
tax consequences of the issuance of the Shares. The Grantee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. The Grantee understands that he or she (and not the Company)
shall be responsible for the timely filing of any election under Section 83(b)
of the Internal Revenue Code of 1986 that he or she desires to make and for any
tax liability that may arise as a result of the issuance of the Shares. The
Grantee further acknowledges that the Company has not given any tax advice to
him or her with respect to the tax consequences of the grant of the Shares.

                                      -2-
<PAGE>

      10. Neither the granting of the Shares nor this Agreement, nor any other
action taken pursuant to this Agreement shall constitute or be evidence of any
agreement or understanding, express or implied, that the Grantee has a right to
continue to provide services as an employee of the Company or any affiliate of
the Company for any period of time or at any specific rate of compensation.

      11. THIS GRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE TO ITS PRINCIPLES
OF CONFLICTS OF LAW.

      Please confirm your agreement with the foregoing.

                                            Very truly yours,

                                            TECHPRECISION CORPORATION


                                            By:
                                               ---------------------------------
                                                  James G. Reindl, CEO

Agreed to and Accepted:


- ---------------------------------
Name:

                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>v042193_ex5-1.txt
<TEXT>


                                Katsky Korins LLP
                                605 Third Avenue
                            New York, New York 10158
                            Telephone: (212) 953-6000
                               Fax: (212) 953-6899

                                   May 4, 2006


Techprecision Corporation
One Bella Drive
Westminster, MA 01473


                          Re: Techprecision Corporation

Ladies and Gentlemen:

         We refer to the registration statement on Form S-8 (the "Registration
Statement"), filed under the Securities Act of 1933, as amended (the "Act"), by
Techprecision Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission covering the 133,000 shares of the Company's
common stock, par value $.0001 per share ("Common Stock"), issuable to employees
of the Company's wholly-owned subsidiary, Ranor, Inc., pursuant to certain stock
grant agreements.

         We have examined the originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as certified
copies or photocopies and the authenticity of the originals of such latter
documents.

         Based on our examination described above, we are of the opinion that
the shares of Common Stock registered pursuant to the Registration Statement are
duly authorized and, when issued in the manner provided for in the stock grant
agreements, will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission.


                                Very truly yours,


                                KATSKY KORINS LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>v042193_ex23-1.txt
<TEXT>


             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

      We consent to the use in this Registration Statement on Form S-8, of our
report dated April 17, 2006 with respect to our audit of the financial
statements of Techprecision Corporation (formerly Lounsberry Holdings II, Inc.)
at December 31, 2005 and for the period February 10, 2005 (inception) to
December 31, 2005, and our report dated February 14, 2006 for Ranor, Inc. at
March 31, 2005 and for the two years in the period then ended, which are
incorporated by reference in this Registration Statement.


                                                    Bloom & Co., LLP
                                                    Certified Public Accountants
Hempstead, NY
May 5, 2006
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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