SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
OSSEN INNOVATION CO. LTD.
(NAME OF ISSUER)
Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
(CUSIP NUMBER)
Christopher S. Auguste
Bil Huo
Ari Edelman
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 | NAME OF REPORTING PERSONS Effectual Strength Enterprises Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 11,889,500(1) |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 11,889,500(1) |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,889,599(1)) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.0%(1 |
| 14 | TYPE OF REPORTING PERSON CO |
| (1) | A total of 15,000,000 shares of the Issuer’s ordinary shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of July 26, 2010. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. |
| 1 | NAME OF REPORTING PERSONS Liang Tang |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS PF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 11,889,500(1) |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER 11,889,500(1) |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,889,599(1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.0%(2) |
| 14 | TYPE OF REPORTING PERSON IN |
| (1) | Represents 11,889,500 shares held by Effectual Strength Enterprises Ltd., a British Virgin Islands company, which is beneficially owned and controlled by Dr. Liang Tang, its sole director and shareholder. . |
| (2) | A total of 15,000,000 shares of the Issuer’s ordinary shares are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of July 26, 2010. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. |
| Item 1. | Security and Issuer |
The class of equity securities to which this statement (the “Statement”) relates is: ordinary shares, par value $0.01 per share (the “Ordinary Shares”) of Ossen Innovation Co. Ltd., a British Virgin Islands company (the “Issuer”). The Issuer’s principal executive offices are located at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China.
| Item 2. | Identity and Background |
(a) The persons filing this Statement are Dr. Liang Tang, a natural person, and Effectual Strength Enterprises Ltd., a British Virgin Islands company (“Effectual Strength,” and together with Dr. Tang, the “Reporting Persons”) which is wholly owned and controlled by Dr. Tang.
(b) The business address of Dr. Tang is 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China, which is also the location of Effectual Strength’s principal office.
(c) The principal occupation of Dr. Tang is President of Shanghai Ossen Investment Holding (Group) Co., Ltd. Effectual Strength is a holding company and it’s principal business is to hold, transact or otherwise deal in the securities of the Issuer.
(d)-(e) During the last five years, neither Reporting Person has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Dr. Tang is a citizen of the People’s Republic of China.
| Item 3. | Source and Amount of Funds |
The Reporting Persons received the securities covered by this Statement pursuant to that certain share exchange agreement (the “Share Exchange Agreement”), dated July 7, 2010, by and among Ultra Glory International Ltd. (“Ultra Glory”), the shareholder of Ultra Glory, Ossen Innovation Materials Group Co. Ltd. (“Ossen Innovation”) and the shareholders of Ossen Innovation. Pursuant to the Share Exchange Agreement, all of the equity interests of Ossen Innovation held by Effectual Strength were exchanged for 11,889,500 Ordinary Shares of Ultra Glory, which changed its name to Ossen Innovation Co. Ltd.
Dr. Tang is the sole director and shareholder of Effectual Strength and may be deemed to be the beneficial owner of the shares held by it.
| Item 4. | Purpose of the Transaction |
The Reporting Persons acquired the Issuer’s Ordinary Shares pursuant to the transactions described in Item 3 above.
Except as set forth in this Statement, the Reporting Persons have made no proposals, and entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
(a) For purposes of Rule 13d-3 promulgated under the Act, Dr. Tang beneficially owns and controls the 11,889,500 Ordinary Shares of the Issuer held by Effectual Strength, representing 79.0% of the outstanding Ordinary Shares of the Issuer (based on 15,000,000 Ordinary Shares outstanding as of July 26, 2010, as reported in the Issuer’s registration statement on Form F-1 filed on August 3, 2010). Dr. Tang owns and controls the shares held by Effectual Strength because he is Effectual Strength’s only shareholder.
(b) Dr. Tang has sole voting and dispositive power over the 11,889,500 Ordinary Shares of the Issuer that are directly and beneficially owned by Effectual Strength. Dr. Tang does not own any other securities of the Issuer.
(c) Other than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the last 60 days.
(d) No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
(e) Not Applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1. | Share Exchange Agreement, dated July 7, 2010, by and among Ultra Glory International Ltd., the Shareholder of Ultra Glory International Ltd., Ossen Innovation Materials Group Ltd. Co. and the Shareholders of Ossen Innovation Materials Group Ltd. Co. (incorporated by reference to Exhibit 4.1 to the Issuer’s Shell Company Report on Form 20-F filed on July 12, 2010). |
| | |
| Exhibit 2. | Joint Filing Agreement between Effectual Strength Enterprises Ltd. and Dr. Liang Tang. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: August 20, 2010 | |
| | EFFECTUAL STRENGTH LIMITED |
| | By: /s/ Liang Tang |
| | Name:Liang Tang Title: Director |
| | |
| | /s/ Liang Tang |
| | Liang Tang |
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of Ossen Innovation Co. Ltd., and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.
Dated: August 20, 2010
| | |
| | EFFECTUAL STRENGTH ENTERPRISES LTD. |
| | |
| | By: /s/ Liang Tang |
| | Name: Liang Tang |
| | Title: Director |
| | |
| | /s/ Liang Tang |
| | Liang Tang |
