[Amendment No. 2 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] [Withers BVI ____________, 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 have] [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” 1177 Avenue of the Americas New York NY 10036-2714 Phone 212.715.9100 Fax 212.715.8000 www.kramerlevin.com also at 47 Avenue Hoche 75008 Paris France Taxation – U.S. Federal Income Taxation” We] [EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective this 26th day of _October__ 2010 (the “Effective Date”), between Ossen Innovation Co. Ltd., a British Virgin Islands company with its principal place of business located at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China (the “Company”), and Yilun Jin,(the “Executive”). WHEREAS, the Company desires to employ the] [Purchase Contract with Jiangyin Runde Logistics Co., Ltd. Jan. 5, 2010 Jiangyin 201001050008 Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Specification & model unit quantity Unit price Price(Yuan) notes Wire Rod 13mm ton 4000 4105 164,200,000 1. Payment against delivery (82B)] [Purchase Contract with Jiangsu Shagang Group Co., Ltd Jan. 01,2010 Shagang Time of Execution: I. Name, Model, Quantity, Amount and Notes of Product name Brand Specification & model unit quantity Unit price Total Price notes Wire Rod Shagang] [INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT We consent to the use of this Registration Statement on Form F-1, amendment No. 2, 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’] [Institute of Quantitative & Technical Economics, Chinese Academy of Social Sciences Letter of Consent October 8, 2010 We, Institute of Quantitative & Technical Economics, Chinese Academy of Social Sciences, hereby authorize Ossen Innovation Co., Ltd. to use the Industry Report on Chinese Pre-stressed Material Market developed by Mr. Liu Qiang, a research staff of our institute in case of need]