So I am trying to compile legacy app from 32 bit to 64 bit..
I re-compiled all of the libs it used and made it look into WIN SDK6.0A x64 bit for libs..
So I finally figured it out, kinda...
It wasnt finding psapi.lib
In Project->Linker->Additional dependencies instead of just saying psapi.lib
I gave full path to it and it worked...
not really sure why it failed to find it before but oh well...