TECHPRECISION CORP — Regulatory Filings 2012

Jul 2, 2012

NT 10-K 1 techprecision12b25.htm TECHPRECISION CORP. FORM 12B-25 techprecision12b25.htm Licensed to: 456ere Document Created using EDGARizerAgent 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 0-51378

CUSIP Number: 878739101

NOTIFICATION OF LATE FILING

(Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

For Period Ended: March 31, 2012

o	Transition Report on Form 10-K
o	Transition Report on Form 20-F
o	Transition Report on Form 11-K
o	Transition Report on Form 10-Q
o	Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

TechPrecision Corporation
Full Name of Registrant
Former Name if Applicable
3477 Corporate Parkway
Address of Principal Executive Office ( Street and Number )
Center Valley, PA 18034
City, State and Zip Code

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

[x]	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On June 29, 2012, we successfully reached agreement on the terms of an amendment to our credit facility, effectively amending our debt covenants for the period from March 31, 2012 through June 30, 2013 and also extending our $2 million revolving line of credit, due to expire on July 31, 2012, through January 31, 2013. When the amendment is executed, the terms of this amendment will be described in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission within the time frame allowed for such a report. The nature and terms of the amendment directly affect the presentation of our financial statements and footnotes, our liquidity and capital resources, and the related disclosures to be included in our Annual Report on Form 10-K for the year ended March 31, 2012 (the “ Annual Report ”).

In addition, we are reviewing the accounting treatment of, and estimates related to, certain of our deferred tax assets. The results of this review could directly affect our current and prior year financial statements and footnotes and the related disclosures to be included in our Annual Report.

In light of the foregoing, the process of completing the financial statements and the related information required to be included in the Annual Report could not be completed by the scheduled filing deadline for the Annual Report. We currently anticipate that the Annual Report will be filed as soon as practicable but in any event no later than the fifteenth calendar day following the prescribed due date.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Richard Fitzgerald	(484)	693-1700
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

[X] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[X] Yes [ ] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the nine month period ended December 31, 2011, we incurred a net loss of $854,978. The previously disclosed trend of lower margins did not change for the fiscal quarter ended March 31, 2012. As a result, we expect to report a net loss for the year ended March 31, 2012 as compared to net income of $2.7 million for the comparable period ended March 31, 2011. The final terms of the amendment of our credit facility and the results of our ongoing review of certain deferred tax assets could have an impact on our current and prior year results of operations and will be incorporated into our Annual Report on Form 10-K, when filed.

TechPrecision Corporation
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 2, 2012 By: /s/ Richard F. Fitzgerald Richard F. Fitzgerald Chief Financial Officer