Locan, Inc. (fka LOCN)

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Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:

- 1. No or nominal operations; and

- 2. Either:
-- 1. No or nominal assets;

-- 2. Assets consisting solely of cash and cash equivalents; or

-- 3. Assets consisting of any amount of cash and cash equivalents and nominal other assets.