[Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OSSEN INNOVATION CO., LTD. British Virgin Islands 3312 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China +86 (21) 6888-8886 CT Corporation System 111] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Ossen Innovation Co., Ltd. (formerly Ultra Glory International Ltd.) NAME 1. Ossen Innovation Co., Ltd. The name of the Company is TYPE OF COMPANY 2. The Company is a company limited by shares. REGISTERED OFFICE 3. , The] [TERRITORY OF THEBRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 (No. 16 of 2004) AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Ossen Innovation Co., Ltd. PRELIMINARY 1. In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively] [100,000,000 shares of a par value of US$0.01 each OSSEN INNOVATION CO., LTD. (Registered under the laws of the British Virgin Islands) Number __________ G67908 106 CUSIP THIS IS TO CERTIFY THAT _____________________________________ is the registered holder of _________________________________________ Ordinary Shares in the above-named Company subject to the memorandum and articles of association thereof. Dated: _______ Countersigned and registered Corporate] [Withers BVI [ September 2010] Ossen Innovation Co., Ltd Floor 17, 518 Shangcheng Road Shanghai 200120 People's Republic of China Dear Sirs Ossen Innovation Co., Ltd Company Registration Statement IPO Ordinary Shares We have acted as counsel as to British Virgin Islands law to Ossen Innovation Co., Ltd (the ' 1. Documents Reviewed For the purpose of this opinion, we] [OPINION OF GRANDALL LEGAL GROUP REGARDING PRC TAX MATTERS To: Ossen Innovation Co., Ltd. 17F 518 Shangcheng Road Shanghai, People’s Republic of China September 16, 2010 Dear Sirs: We are qualified lawyers of the People’s Republic of China (the “PRC”) and as such qualified to issue this opinion on the laws and regulations of the PRC. Ossen Innovation Co., Ltd.] [KRAMER LEVIN NAFTALIS & FRANKEL _____________, 2010 Ossen Innovation Co., Ltd. 518 Shangehung Road Floor 17 Shanghai 200120 Peoples Republic of China Ladies and Gentlemen: “Taxation – U.S. Federal Income Taxation – U.S. Federal Income Taxation of U.S. Holders,” “– U.S. Federal Income Taxation of Non-U.S. Holders,” and “– Backup Withholding and Information Reporting” 1177 Avenue of the Americas New] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 1, for Ossen Innovation Co., Ltd. of our report dated July 7, 2010, relating to the consolidated balance sheets of Ossen Innovation Co., Ltd. and Subsidiaries as of December 31, 2009 and 2008 and the related consolidated statements of operations, shareholders’] [BEIJING TIANZHI JIUTAO MANAGEMENT CONSULTING CO., LTD. September Ossen Innovation Co., Ltd. 518 Shangcheng Road, Floor 17 Shanghai, 200120 People’s Republic of China Proposed Initial Public Offering of Ossen Innovation Co., Ltd. Re: Ladies and Gentlemen: Registration Statement Very truly yours, BEIJING TIANZHI JIUTAO MANAGEMENT CONSULTING CO., LTD. EX-23.5 13 v197561_ex23-5.htm]