Form 8-K NEWCOM INTERNATIONAL INC

Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001019687-05-002761 Act: 34 File No.: 000-30727 Film No.: 051130100
  • CIK: 0001058553
  • Submitted: 2005-10-07
  • Period of Report: 2005-08-01

8-K TXT

skogan_8k-100605.txt

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  August 1, 2005
                                                 ------------------

                               Skogan Foods Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Nevada                       0-30727                    86-0907027
----------------------------   ------------------------      -------------------
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)

    1280 Bison B9-21, Newport Beach, California                   926660
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     (Address of Principal Executive Officers)                  (Zip Code)

Registrant's telephone number, including area code:  (949)717-0630
                                                    ----------------

             24 Corporate Plaza, Suite 100 Newport Beach, California
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

   [ ] Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

   [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

   [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

   [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.01.  Changes in Control of Registrant
            --------------------------------

         Pursuant to an Exchange Agreement (the "Agreement") effective August 1,
2005, and its contemplated transaction that closed August 22, 2005, (the
"Closing"), the Registrant acquired all of the issued and outstanding capital
stock and underlying business of Sino Express Travel Limited ("Sino") currently
used or useful in the conduct of Sino's travel related business (the "Business")
in exchange for 34,612,000 shares of common stock of the Registrant (the
"Acquisition Shares"). Additionally, some 14,900,500 common shares were issued
to third party consultants as a material part of this transaction in
consideration of services rendered. As a result, the shareholders and affiliates
of Sino (collectively, the "Sino Shareholders") gained control of the
Registrant.

         Prior to the Agreement, the Registrant had 1,387,500 shares of common
stock issued and outstanding. Upon the Closing of the transaction, the
Registrant had 50,900,000 shares of common stock outstanding. The Registrant is
incorporated in the State of Nevada.

         A copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.

         The following table contains information regarding the shareholdings of
the Registrant by current directors and executive officers (giving effect to the
Closing), the Sino Shareholders, and by those persons or entities who
beneficially own more than 5% of the Registrant's common stock immediately
following the Closing:

                                       AMOUNT OF              PERCENT OF
                                      COMMON STOCK           COMMON STOCK
NAME OF                               BENEFICIALLY           BENEFICIALLY
STOCKHOLDER                              OWNED                   OWNED
----------------------------------     ---------                ------

Investgold Limited                     8,653,000                17.00%

China Digital Distribution Limited     8,233,250                16.18%

I.S. Company Limited                   7,555,750                14.84%

Far East Holdings Ltd                  5,080,000                 9.98%

Asiahub Limited                        4,500,000                 8.84%

Chen Li                                2,545,000                 5.00%


Item 5.02  Resignation of Registrant's Directors.
           --------------------------------------

         On March 17, 2003 Mr. Walter Grieves, the Registrant's President and
Director, resigned. Mr. Donald Lake replaced Mr. Grieves as President and the
Registrants sole Director effective March 17, 2003.

         Upon Closing Mr. Lake stepped down as the Registrant's President and
appointed Mr. (Terence) Wong Chi Tat as the Registrant's President and Director.
Mr. Lake also appointed Mr. Xia Chen as Director.

         Mr. (Terence) Wong Chi Tat was the founder and CEO of Sky Legend
Consulting Limited, a consulting firm focusing on mergers, acquisitions and
investment consulting services. Mr. Wong also worked as the Strategic Planning
Director of Magnet International Consulting Limited, a consulting firm which
providing management consulting and corporate training to Chinese enterprisers
and managements in Greater China Region. With over 15 years as management, Mr.
Wong gained good reputation and experience from his previous position including
EDP Manager of Astra Pharmaceuticals Limited-leading pharmaceutical company in
the world, MIS Manager of the Sunrider Corporation-top ten multilevel marketing
business in the world, Operations Vice President of Fortune Telecom Holdings
Limited (HKex: 0110), Managing Director for AstroEast.com- a JV company by
Regent Pacific Group (HKex: 0757) and iFuture.com Inc (CDNX: YIF), General
Manager of Top Human Technology Limited-leading coaching company in China.

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         Mr. Xia Chen was the senior technical specialist at Philip Morris in
Australia since 2001 responsible for e-Commerce systems integration and CRM
development. Previously he was a senior e-Commerce consultant for Dun&Bradstreet
responsible for e-Commerce projects in partnerships with Australian Stock
Exchange and Commonwealth Bank. He also worked as a Consultant at Siemens before
he joined Dun&Bradstreet. Mr. Chen holds a Bachelor degree in Computer Science
and Engineering from Monash University Australia.


Item 8.01  Other Events.
           -------------

         Effective July 1, 2003, the Registrant moved its offices from 24
Corporate Plaza, Suite 100, Newport Beach, California, 92660, to 1280 Bison
B9-21, Newport Beach, California 92660.


Item 9.01  Financial Statements and Exhibits.
           ----------------------------------

         (a) Financial Statements of Business Acquired.

             The financial statements for the acquisition for the period
             specified in Item 3.05(b) of Regulation S-X will be filed by
             amendment not later than 60 days after the date of this report.

         (b) Pro Forma Financial Information.

             The pro forma financial information, if any, for the transaction
             required pursuant to Article 11 of Regulation S-X will be filed
             by amendment not later than 60 days after the date of this
             Current Report.

         (c) Exhibits

             99.1 - Exchange Agreement dated August 1, 2005


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                                    SIGNATURE



         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                            Skogan Foods Inc.
                                            ------------------------------------
                                            (Registrant)



Dated: September 27, 2005                   By: /s/ Xia Chen
                                                --------------------------------
                                                Name:  Xia Chen
                                                Title:  Director


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EX-99.1 TXT

skogan_8kex99-1.txt

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Exhibit 99.1

                               EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the "Agreement"), entered into and effective this 1st
day of August 2005, by and between Sino Express Travel Limited ("Sino"), a
company incorporated in the British Virgin Islands, and Skogan Foods Inc., a
publicly-held Nevada corporation, formerly known as Newcom International Inc
(SKGN).

BACKGROUND

The no par value common stock ("Common Stock") of SKGN is subject to the
reporting requirements of Section 12 (g) of the Securities Exchange Act of 1934
(the "Exchange Act"), and which shares are presently trading over-the-counter.
Historical SKGN financial statements and other reports are on file with the
Securities and Exchange Commission ("SEC") and can be found on the SEC's website
www.sec.gov/Edgar ("SEC Reports"), and are incorporated herein by reference (the
"SKGN Financials").

Subject to all of the terms and conditions set forth in this Agreement, the
following is the agreement of the parties relative to the consummation of the
following transactions:

(a) SKGN is acquiring all of the issued and outstanding capital stock of Sino on
a share-for-share exchange utilizing SKGN's Common Stock; and,

(b) at the closing of the transactions contemplated herein ("Closing"), SKGN
will issue an aggregate of 34,612,000 shares of SKGN Common Stock to the
shareholders of Sino, in exchange for the delivery to SKGN by the shareholders
of Sino 100% of the issued and outstanding shares of capital stock of Sino of
whatever class; and,

(c) at Closing SKGN will file with the SEC, pursuant to the Exchange Act of (i)
Form 8-K within fifteen days after the Closing Date of this Agreement,
satisfying disclosure requirement of the transaction and attaching this
Agreement as an Exhibit thereto, and (within sixty days thereafter) filing an
amended Form 8-K/A in compliance with Regulation S-X containing the required
audited Pro-forma Consolidated Financial Statements Sino and (ii) an
instructional Proxy Statement of SKGN to vote upon (a) announcing the written
consent by the majority of the SKGN Shareholders to the election of nominees of
Sino to the Board of Directors of SKGN (thereby satisfying Rule 14f-1 under the
1934 Act), (b) the change in the name and symbol, from SKGN to a name to be
selected by the Sino Shareholders, and (c) such other matters as may be
required.

NOW, THEREFORE, in consideration of the agreements, representations, warranties
and mutual covenants hereinafter set forth, and intending to be legally bound
hereby, the parties agree as follows:

1. REPRESENTATIONS AND WARRANTIES:

         (A) REPRESENTATIONS OF SKGN. SKGN represents, warrants, covenants and
         agrees as follows, all of which are true and correct in all material
         respects as of the date hereof and will be true and correct in all
         material respects as of the Closing Date (as defined in Paragraph 3
         hereof) with the same force and effect as if then made:

                  (i) SKGN is a corporation duly organized and existing under
                  Nevada law and is in good standing in the State of Nevada,
                  SKGN has all requisite power and authority to conduct its
                  business as it is now being conducted and to own or use the
                  properties and assets it purports to own or use;

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                  (ii) The execution and delivery by SKGN of this Agreement and
                  each other agreement or instrument contemplated by this
                  Agreement, the performance by SKGN of its covenants and
                  obligations under this Agreement,and the consummation by SKGN
                  of the transactions contemplated by this Agreement, have been
                  authorized by all necessary corporate action. Assuming due
                  execution and delivery, this Agreement constitutes the valid
                  and legally binding obligation of SKGN and is enforceable in
                  accordance with its terms.

                  (iii) Neither the execution and delivery of this Agreement,
                  nor the consummation of the transactions contemplated by this
                  Agreement:

                           (i) violates any provisions of any of SKGN's
                           organizational documents;

                           (ii) violates any statute, ordinance, law, writ,
                           injunction, ruling, regulation, order, judgment or
                           decree of any court or governmental agency or board
                           ("Laws") by which SKGN or any of its assets or
                           properties is bound, which violation could reasonably
                           be expected to have a material, adverse effect on the
                           financial position, results of operations or business
                           of SKGN; or

                           (iii) conflicts with, violates, or will result in any
                           breach of (or give rise to any right of termination,
                           cancellation, modification, amendment, rescission,
                           refusal to perform or acceleration of) any of the
                           terms of, or constitute a default under, or result in
                           the creation of any lien pursuant to the terms of,
                           any note, bond, lease, mortgage, deed of trust,
                           franchise, guaranty, certificate of occupancy,
                           indenture, license, permit, contract or agreement
                           ("Contracts") or other instrument or obligation to
                           which SKGN is a party or by which SKGN's assets are
                           encumbered and which, individually or in the
                           aggregate, could reasonably be expected to have a
                           material adverse effect on the financial position,
                           results of operations or business of SKGN;

                  (iv) All of SKGN's financial statements, including, but not
                  limited to, SKGN's consolidated balance sheet (including the
                  notes thereto), and the related consolidated statement of
                  income, changes in stockholders' equity and cash flow for the
                  one year fiscal periods ended December 31, 2003 and 2004 (the
                  Supplemental Audited Financial Statements"), fairly present,
                  in all material respects, the financial condition and the
                  results of operations, changes in stockholders' equity and
                  cash flow of SKGN as of the respective dates thereof and for
                  the accounting periods referenced therein, all in accordance
                  with generally accepted accounting principles and practices
                  applied on a consistent basis.

                  (v) This Agreement and the information furnished by SKGN
                  whether set forth in this Agreement or in any filing made by
                  SKGN under the Exchange Act, contains no untrue statement of a
                  material fact and does not omit to state a material fact
                  necessary to make the statements made not misleading.

         (B) Representations of Sino.

         Sino represents, warrants, covenants and agrees as follows, all of
         which are true and correct in all material respects as of the date
         hereof and will be true and correct in all material respects as of the
         Closing Date with the same force and effect as if then made:

                  (i) Sino is a corporation duly organized and existing under
                  the laws of British Virgin Islands and is in good standing in
                  the British Virgin Islands. Sino, has all requisite power and
                  authority to conduct its business as it is now being conducted
                  and to own or use the properties and assets it purports to own
                  and use, Sino is registered to do business in all


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                  jurisdictions where the failure to obtain such registration
                  could reasonably be expected to result in a material adverse
                  effect on the financial position, results of operations or
                  business of Sino. Sino is in compliance with all regulations
                  applicable to the business conducted by Sino;

                  (ii) The execution and delivery by Sino of this Agreement and
                  each other agreement or instrument contemplated by this
                  Agreement, the performance by Sino of its covenants and
                  obligations under this Agreement, and the consummation by Sino
                  of the transactions contemplated by this Agreement, have been
                  authorized by all necessary corporate action. Assuming due
                  execution and delivery, the Agreement constitutes the valid
                  and legally binding obligation of Sino, and is enforceable in
                  accordance with its terms;

                  (iii) Neither the execution and delivery of this Agreement,
                  nor the consummation of the transactions contemplated by this
                  Agreement:

                           (a) violates any provision of any of Sino's
                           organizational documents;

                           (b) violates any statute, ordinance, law, writ,
                           injunction, ruling, regulation, order, judgment or
                           decree of any court or governmental agency or board
                           ("Laws") by which Sino, or any of its assets or
                           properties is bound, which violation could reasonably
                           be expected to have a material adverse effect on the
                           financial position, results of operations or business
                           of Sino; or,

                           (c) conflicts with, violates or will result in any
                           breach of (or give rise to any right of termination,
                           cancellation, modification, amendment, rescission,
                           refusal to perform or acceleration of ) any of the
                           terms of, or constitute a default under, or result in
                           the creation of any lien pursuant to the terms of,
                           any note, bond, lease, mortgage, deed of trust,
                           franchise, guaranty, certificate of occupancy,
                           indenture, license, permit, contract or agreement
                           ("Contracts") or other instrument or obligation to
                           which Sino, is a party or by which Sino's assets are
                           encumbered and which, individually or in the
                           aggregate, could reasonably be expected to have a
                           material adverse effect on the financial position,
                           results of operations or business of Sino;

         (C) REGARDING FINANCIAL STATEMENTS. All of Sino's financial statements,
         including Sino's opening balance sheet (including the notes thereto)
         (the "Sino" Opening Financial Statements"), fairly presents, in all
         material respects, the financial condition of Sino, as of the date
         thereof, in accordance with generally accepted accounting principles
         and practices, and is referred to herein as the "Sino Opening Financial
         Statements."

         (D) NO OMISSIONS. This Agreement and the information furnished by Sino,
         whether set forth in this Agreement or in any document, contains no
         untrue statement of a material fact and does not omit to state a
         material fact necessary to make the statements made not misleading.

2. CONDUCT OF THE BUSINESS.

Other than as contemplated by this Agreement, each of Sino and SKGN each
covenants and agrees that, from and after the date hereof and until Closing,
neither will:

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         (A) Operation of its Business. Conduct its business, or introduce any
         material change in its business practices or the accounting methods in
         respect of its business, except in a manner consistent with prior
         practices; provided, however, that nothing contained herein shall
         prevent Sino from acquiring additional businesses in any manner
         satisfying the business judgment of Sino;

         (B) Payment of Certain Indebtedness. Except in the ordinary course of
         business, pay, discharge or liquidate any outstanding indebtedness or
         incur any obligation not relating to the conduct of its business;

         (C) Books and Records. Fail to maintain its books and records in
         accordance with sound business practices, on a basis consistent with
         prior practice;

         (D) No Solicitation. For a period of thirty (30) days from the date
         hereof (the "Non-Solicitation Period"), neither directly nor
         indirectly,

                  (i) solicit or initiate any Acquisition Proposal (as
                  hereinafter defined), or

                  (ii) engage in negotiations with, or disclose any non-public
                  information relating to it or afford access to its properties,
                  books and records to any person or entity in connection with
                  any Acquisition Proposal. For purposes of this Agreement,
                  "Acquisition Proposal" means any offer or proposal for, or any
                  written indication on interest in, a merger, acquisition or
                  other business combination involving either Sino or SKGN, or
                  the acquisition of any equity interest in either Sino or SKGN,
                  other than the transactions contemplated by this Agreement;
                  provided, however, that Sino is not precluded from taking any
                  action which, in its business judgment, furthers the business
                  of Sino and is entered into on terms consistent with this
                  Agreement; and

                  (iii) make any announcement or submit any filing(s) to the SEC
                  without having received the approval of the other party
                  heretoany government or regulatory authorities, stock
                  exchanges or other third parties, if required to be made by
                  any parties hereto, without delivering to other party a draft
                  of such announcement and shall give such other party
                  reasonable opportunity to comment thereon.

3. CLOSING DATE.

 Provided all conditions precedent have been satisfied, Closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Skogan Foods Inc.,1280 B9-21, Newport Beach, CA 92660 USA not
more than ten (10) days from the date hereof ( the "Closing Date" ), or on such
other date and at such other time and place as is agreed, to in writing by the
parties. Agreements may be delivered by facsimile transmission to the parties,
and shall be deemed to be received on the same day as sent. Absent written
confirmation to the contrary, this Agreement shall automatically terminate in
the event that all conditions precedent have not been satisfied prior to the
Closing Date.

4. CONDITIONS PRECEDENT TO THE OBLIGATION OF SINO TO CLOSE.

The obligation of Sino and of each Sino shareholder to tender their shares of
Sino and consummate the transactions contemplated by this Agreement, is subject
to the satisfaction of the following conditions precedent, any or all of which
may be waived by Sino and by each Sino Shareholder, and SKGN agrees to use
commercially reasonable efforts to satisfy each of the following conditions
precedent at or prior to Closing:

         (A) Representations and Warranties. The representations and warranties
         made by SKGN shall be true and correct as of the Closing Date with the
         same force and effect as if then made. On the Closing Date, SKGN shall
         deliver to Sino a certificate dated the Closing Date to such effect;

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         (B) Compliance with Covenants. All of the covenants and obligations
         required to be performed by SKGN or with which SKGN is to comply at or
         prior to Closing, must have been duly performed and complied with in
         all material respects;


         (C) Other Certificates. Sino shall have received such other
         certificates, instruments and other documents, in form and substance
         satisfactory to Sino and its counsel, as Sino shall have reasonably
         requested in connection with the consummation of the transactions
         contemplated hereby; and,

         (D) SKGN Capitalization. Giving effect to the shares of SKGN Common
         Stock to be issued to the Sino Shareholders n exchange for the Sino
         Shares, SKGN shall have issued and outstanding (i) no shares of its
         Preferred Stock and (ii) not in excess of 50,900,000 shares of its
         Common Stock. No shares of SKGN Common Stock shall be reserved for
         issuance for any purpose whatsoever. All options, warrants,
         subscriptions receivable, intermediary shares, and other rights to
         acquire shares of SKGN Common Stock shall have been exercised, issued
         or cancelled. Giving effect to the 34,612,000 shares of SKGN Common
         Stock to be issued to the Sino Shareholders, the total capitalization
         of SKGN shall consist of no shares of Preferred Stock and 50,900,000
         shares of Common Stock of SKGN being issued and outstanding.

5. CONDITIONS PRECEDENT TO THE OBLIGATION OF SKGN TO CLOSE.

The obligation of SKGN to close is subject to satisfaction of the following
conditions precedent, any one of which may be waived by SKGN in its sole
discretion, and, as to each of which,Sino agrees to use commercially reasonable
efforts to satisfy at or prior to Closing:

         (A) Within three (3) days of the receipt by SKGN of the Sino's
         Financial Statements, SKGN shall have approved the Sino's Financial
         Statements. SKGN shall have also, within the same time frame, approved
         all other documents or submissions delivered to SKGN by Sino, pursuant
         to this Agreement. Any financial statements, documents or submission
         not disapproved within such three (3) day period by SKGN shall be
         deemed to have been approved. Any basis for disapproval shall be
         explicitly stated by SKGN;

         (B) This Agreement and the obligations, representations and warranties
         of the Sino shareholders described herein shall have been duly adopted
         or ratified by the Sino shareholders pursuant to valid and legally
         binding shareholder action; and SKGN shall be provided with a copy of
         resolutions duly adopted by the Sino shareholders and certified by the
         Secretary of Sino;

         (C) The representations and warranties made by Sino herein shall be
         correct as of the Closing Date with the same force and effect as if
         then made, and Sino, shall deliver to SKGN a certificate dated the
         Closing Date to such effect; and,

         (D) Sino shall have obtained a consent, approval, authorization,
         permission, waiver or exception which may be required from government
         or regulatory authorities, stock exchange or other third parties which
         are necessary or desirable in connection with the performance of this
         Agreement and any of the transactions contemplated herein.

         (E) Sino shall have obtained an opinion of counsel to SKGN's
         satisfaction, if necessary, dated the Closing Date relating to the
         transactions contemplated by or referred to hereon.

         (F) Other Certificates. SKGN shall have received such other
         certificates, instruments and other documents, in form and substance
         satisfactory to SKGN and its counsel, as SKGN shall have reasonably
         requested in connection with the consummation of the transactions
         contemplated hereby.


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6. PROCEDURES AT CLOSING.

Provided all conditions precedent to Closing have been satisfied or waived, at
Closing each party shall execute and deliver such other instruments,
certificates, authorizations, releases, resolutions and documents as may be
necessary to effect the transactions described in or as is otherwise required by
this Agreement and the following shall occur:

         (A) Issuance of SKGN Common Stock. SKGN shall issue and deliver to the
         Sino Shareholders an aggregate of 34,612,000 shares of unregistered
         SKGN Common Stock, fully paid and non-assessable, free and clear of all
         liens and encumbrances of any kind, to be distributed among the Sino
         Shareholders in accordance with the written instructions of the
         corporate Secretary of Sino. Such issuance shall constitute an exempt
         transaction pursuant to Section 4(2) of the Exchange Act and such
         exemption shall be appropriately documented and Non-dilutive of
         existing SKGN Common Stock. The SKGN Common Stock to be issued to the
         Sino Shareholders shall be appropriately legended and stop transfer
         instructions shall be issued to the Transfer Agent for SKGN Common
         Stock.

         (B) Simultaneously with the issuance of the SKGN Common Stock described
         in Paragraph 7(a) above, each Sino shareholder will assign and transfer
         to SKGN all of such Sino Shareholder's right, title and interest in and
         to all of the capital stock of Sino owned by such Sino Shareholder. To
         do so, each Sino Shareholder will deliver to SKGN its stock certificate
         representing all of the Sino capital stock owned by such Sino
         Shareholder, with such certificate to be duly endorsed in blank or
         accompanied by an irrevocable stock power and assignment separate from
         certificate and endorsed in blank. All signatures on stock certificates
         and stock powers shall bear appropriate Medallion signature guarantees
         from a bank, trust company or member of a national securities exchange.

7. PROCEDURES AFTER CLOSING.

Following Closing, each of Sino and SKGN shall each from time-to-time, execute
and deliver such additional instruments, documents, conveyances or assurances
and take such other action as shall be necessary, or otherwise reasonably
requested by the other party, to confirm and assure the rights and obligations
provided for in this Agreement and render effective the consummation of the
transactions contemplated by this Agreement.

8. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

         (A) Survival.

                  (i) The representations and warranties set forth in Paragraph
                  1(a) and (b) of this Agreement shall survive the Closing but
                  shall terminate and be of no further force and effect on the
                  first anniversary of the Closing Date. Unless a specific
                  period is set forth herein (in which event such specified
                  period shall control), all other covenants and agreements
                  contained in this Agreement shall survive the Closing and
                  remain in effect until waived or otherwise fulfilled,

                  (ii) The term "Indemnifiable Losses" shall mean any and all
                  liabilities, obligations, claims, actions, damages, civil and
                  criminal penalties and fines, out-of-pocket costs and expenses
                  (including any reasonable attorneys' and other professional
                  fees), relating to, resulting from or arising out of any
                  breach of any representation, warranty, covenant, agreement or
                  undertaking by the indemnifying party and contained in this
                  Agreement.

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                  (iii) On the terms and subject to the limitations (if any) set
                  forth in this Agreement, SKGN shall indemnify, defend and hold
                  harmless Sino and its shareholders, and each of the past,
                  present and future directors, officers and employees of Sino,
                  and Sino, and its shareholders shall indemnify, defend and
                  hold harmless SKGN and its shareholders, and each of its past,
                  present and future directors, officers and employees of SKGN,
                  from and against any and all Indemnifiable Losses relating to,
                  resulting from or arising out of any breach of any
                  representation, warranty, covenant, agreement or undertaking
                  by either such party set forth in this Agreement.

                  (iv) In the case of any claim asserted by a third party
                  against a party entitled to indemnification under this
                  Agreement (the "Indemnified Party"), notice shall be given by
                  the Indemnified Party to the party required to provide
                  indemnification (the "Indemnifying Party") promptly after such
                  Indemnified Party has actual knowledge of any claim as to
                  which indemnity may be sought, and the Indemnified Party shall
                  permit the Indemnifying Party (at the expense of such
                  Indemnifying Party) to assume the defense of any claim or any
                  litigation resulting therefrom provided that:

                        (a) counsel for the Indemnifying Party who shall
                        conduct the defense of such claim or litigation shall be
                        reasonably satisfactory to the Indemnified Party,

                        (b) the Indemnified Party may participate in such
                        defense at such Indemnified Party's expense, and

                        (c) the omission by any Indemnified Party to give notice
                        as provided herein shall not relieve the Indemnifying
                        Party of its indemnification obligation under this
                        Agreement except to the extent that such omission
                        results in a failure of actual notice to the
                        Indemnifying Party and such Indemnifying Party is
                        materially damaged as a result of such failure to give
                        notice.

                        Except with the prior written consent of the Indemnified
                        Party, no Indemnifying Party, in the defense of any such
                        claim or litigation, shall consent to entry of any
                        judgment or enter into any settlement that provides for
                        injunctive or other nonmonetary relief affecting the
                        Indemnified Party or that does not include as an
                        unconditional term thereof the giving by each claimant
                        or plaintiff to such Indemnified Party of a release from
                        all liability with respect to such claim or litigation.
                        In the event that the Indemnified Party shall in good
                        faith determine that the conduct of the defense of any
                        claim subject to indemnification hereunder or any
                        proposed settlement of any such claim by the
                        Indemnifying Party might be expected to affect adversely
                        the Indemnified Party or its ability to conduct its
                        business, or that the Indemnified Party may have
                        available to it one or more defenses or counterclaims
                        that are inconsistent with one or more of those that may
                        be available to the Indemnifying Party in respect of
                        such claim or litigation relating thereto, the
                        Indemnified Party shall have the right at all times to
                        take over and assume control over the defense,
                        settlement negotiations or litigation relating to any
                        such claim at the sole cost of the Indemnifying Party,
                        provided that if the Indemnified Party does so take over
                        and assume control, the Indemnified Party shall not
                        settle such claim or litigation without the written
                        consent of the Indemnifying Party, such consent not to
                        be unreasonably withheld. In the event that the
                        Indemnifying Party does not accept the defense of any
                        matter as above provided, the Indemnified Party shall
                        have the full right to defend against any such claim or
                        demand and shall be entitled to settle or arrange to pay
                        in full such claim or demand. In any event, the
                        Indemnifying Party and the Indemnified Party shall
                        cooperate in the defense of any claim or litigation
                        subject to this Section and the records of each shall be
                        available t o the other with respect to such defense.

                                       7
<PAGE>

9. LEGEND.

All shares of SKGN Common Stock to be issued to the Sino Shareholders, and
shares issued to prospective shareholders of SKGN post-Closing, shall bear a
legend in substantially the form set forth below:

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act"),
         and may not be sold, transferred, assigned, made subject to a security
         interest, mortgaged, pledged, hypothecated or otherwise disposed of
         unless and until registered under the Act or an opinion of counsel for
         Company is received that registration is not required under such Act."

10. ARBITRATION.

Except in the event an equitable remedy or injunction is sought pursuant to this
Agreement, any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled exclusively by arbitration in
California before three arbitrators in accordance with the then current rules of
the American Arbitration Association and judgment upon the award rendered may be
entered in the highest court of the forum, country or state, having
jurisdiction.

11. BINDING EFFECT; NO ASSIGNMENT.

This Agreement shall be binding upon and shall inure to the benefit of the
parties to this Agreement and their respective successors and assigns. This
Agreement and the Exhibits attached hereto together constitute the entire
agreement of the parties with respect to the subject matter of this Agreement
and the Exhibits attached hereto and supersedes all prior agreements and
understandings relating hereto and thereto. Notwithstanding anything to the
contrary, no party may transfer or assign any of its rights or obligations under
this Agreement without the prior written consent of all other parties, which
they may withhold in their sole discretion.

12. CONTROLLING LAW.

This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California.

13. NOTICES.

Any notice, communication, request, reply, or advice (hereinafter severally and
collectively called "notice") in this Agreement provided or permitted to be
given, made, or accepted by either party to the other must be in writing and
shall be given or be served by telex, telecopy, facsimile, registered, certified
or other form of mail requiring a return receipt, addressed to the party to be
notified, postage prepaid, or by reputable overnight delivery service, or by
delivering the same in person to such party and obtaining a receipt for such
delivery. Notice deposited in the mail in the manner hereinabove described shall
be deemed received on the earlier of the fifth day after day after deposit in
the mail or upon receipt, whichever is earlier. Notice sent by reputable
overnight courier shall be deemed received on the next day after sending.
Notices given by hand delivery shall be deemed received when delivered. Notices
may also be sent by facsimile transmission w ith electronic confirmation, and
shall be deemed received on the date sent or the first business day thereafter,
if sent after normal business hours or on a non-business day, provided that the
sender requests and the receiver sends a return confirmation by facsimile
transmission or by mail.

For purposes of notice, the address and facsimile numbers of the parties shall,
until notice of any change is provided, be as follows:

                                       8
<PAGE>

To SKGN:                  Mr. Donald Lake, President
                          Skogan Foods Inc.
                          1280 Bison B9-21
                          Newport Beach, CA 92660
                          USA

To Sino (for itself and on behalf of the Shareholders):

                          Sino Express Travel Limited
                          Wong Chi Tat, President
                          Room 806, 8/F, Mohan Building, 14-16 Hankow Road, TST
                          Kowloon, Hong Kong

14. FURTHER ASSURANCES.

Each of the parties to this Agreement shall use such party's commercially
reasonable efforts to take such actions as may be necessary or reasonably
requested by the other parties to this Agreement to carry out and consummate the
transactions contemplated by this Agreement.

15. EXPENSES.

Each of the parties to this Agreement shall bear such party's own expenses and
attorneys' fees in connection with the negotiation and preparation of this
Agreement and the transactions contemplated by this Agreement. This provision
shall not operate to limit any damages due to breach by another party.

16. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which will
be deemed an original but all of which shall constitute one and the same
instrument.

17. HEADINGS.

The headings preceding the text of the paragraphs of this Agreement are inserted
for convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.

18. AMENDMENTS, WAIVERS.

Any changes, amendments, waivers or additions to this Agreement, must be made in
writing by the parties to this Agreement in order to be effective. The failure
of any party hereto to enforce at any time any provision of this Agreement shall
not be construed as a waiver of such provision nor in any way to affect the
validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision strictly in accordance with
its terms. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.

19. INVALIDITY.

Should any provision of this Agreement be held by a court or arbitration panel
of competent jurisdiction to be enforceable only if modified, such holding shall
not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties to this Agreement with any such
modification to become a part hereof and treated as though originally set forth
in this Agreement.

                                       9
<PAGE>

20. INTERPRETATION.

No provision of this Agreement shall be construed against a party because such
party of its attorney may have been the draftsman thereof.

Each of the undersigned, being the authorized officer(s) of SKGN and all of the
Sino Shareholders and intending to be legally bound, joins in this Agreement for
the purpose of confirming his/her/its agreement to be bound by the terms of and
the representations, warranties, indemnities, obligations, agreements or
covenants contained in this Agreement and applicable to each such shareholder.

                                       10
<PAGE>


IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first written above.



Sino Express Travel Limited                               Skogan Foods Inc.
a British Virgin Islands company                          a Nevada corporation


BY: /s/ Wong Chi Tat                              BY: /s/ Donald Lake
    ----------------------                            --------------------------

    Wong Chi Tat                                      Donald Lake,
    President                                         President



ATTEST:                                           ATTEST:
        ----------------------                            ----------------------

Its:                                              Its:
    ----------------------                            --------------------------



                                       11
<PAGE>

                                    EXHIBIT A

HTTP://WWW.SEC.GOV/CGI-BIN/BROWSE-EDGAR?COMPANY=NEWCOM+INTERNATIONAL&CIK=&
FILENUM=&STATE=&SIC=&OWNER=INCLUDE&ACTION=GETCOMPANY



HTTPS://ESOS.STATE.NV.US/SOSSERVICES/ANONYMOUSACCESS/CORPSEARCH/
CORPDETAILS.ASPX?CORPID=264253



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