UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
(CUSIP Number)
Brad C. Glosson
c/o Jasper Ventures Inc.
2309 Nevada Boulevard
Charlotte, North Carolina
704-494-7800
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| Item 1. |
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Security and Issuer |
This statement on Schedule 13D (“Schedule 13D”) relates to shares of common stock, par value
$0.001 per share (“Common Stock”), of Jasper Ventures Inc., a Nevada corporation (the “Company”).
The principal executive offices of the Company are located at 2309 Nevada Boulevard, Charlotte,
North Carolina 28273.
On October 5, 2009, the Company completed a reverse triangular merger transaction (the
“Merger”), in which it caused Jasper Merger Sub Inc., a Delaware corporation and newly created,
wholly-owned subsidiary of the Company, to be merged with and into DesignLine International
Corporation, a Delaware corporation (“Former DesignLine”). Following the Merger, the Company caused
Former DesignLine, its new wholly-owned subsidiary, to merge with and into the Company, with the
Company surviving.
As previously reported in the Company’s Current Report on Form 8-K dated October 5, 2009, the
Company plans to complete a reincorporation into Delaware from Nevada by merging with and into a
newly created, wholly-owned subsidiary to be formed in Delaware for the sole purpose of effecting
the reincorporation (the “Reincorporation”). In connection with the Reincorporation, the Company
will change its name from “Jasper Ventures Inc.” to “DesignLine Corporation.”
Following the Merger, the Company began operating Former DesignLine’s business as its sole
line of business as a manufacturer of hybrid, electric, alternative fuel and diesel mass transit
buses, as well as electric trolleys.
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| Item 2. |
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Identity and Background |
This Schedule 13D is being filed by Brad C. Glosson. Mr. Glosson’s principal occupation is
Chief Executive Officer, President, Secretary and a director of the Company. Mr. Glosson’s business
address and the Company’s principal business address is 2309 Nevada Boulevard, Charlotte, North
Carolina 28273. Mr. Glosson is a citizen of the United States.
During the last five years, Mr. Glosson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five years, Mr. Glosson has
not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
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| Item 3. |
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Source and Amount of Funds or Other Consideration |
Pursuant to the Merger Agreement, attached hereto as Exhibit 1, the Company issued one share
of Common Stock in the Merger in exchange for every seven shares of Former DesignLine common stock
issued and outstanding. On October 5, 2009, Mr. Glosson received 606,858 shares of Common Stock in
the Merger in exchange for his 4,248,011 shares of Former DesignLine common stock.
As previously reported in the Company’s Current Report on Form 8-K dated October 5, 2009, on
October 1, 2009, the board of directors of the Company declared a stock dividend to stockholders of
record at the close of business on October 5, 2009 on a pro rata basis, consisting of six shares of
Common Stock for each outstanding share, or a total of approximately 37,915,738 shares of common
stock. In the stock distribution, Mr. Glosson received a total of 3,641,153 shares of Common Stock
for no consideration.
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| Item 4. |
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Purpose of Transaction |
The disclosure provided in Item 2.01 of this Current Report on Form 8-K is incorporated into
this Item 1.01 by reference.
Mr. Glosson does not have any present plans or intentions which would result in or relate to
any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except
that the Company previously reported that it plans to complete the Reincorporation. In connection
with the Reincorporation, the Company will change its name from “Jasper Ventures Inc.” to
“DesignLine Corporation.” The Company’s board of directors intends to appoint additional members in
order that a majority of the Company’s directors will be considered to be independent in accordance
with the independent director requirements of one of the national securities exchanges. Mr. Glosson
is a member of the Company’s board of directors.
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| Item 5. |
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Interest in Securities of the Issuer |
(a)-(b) Following the Merger and after giving effect to the stock distribution described
above, the Company will have 44,235,028 shares of Common Stock issued and outstanding following the
expiration of the notice period required under applicable FINRA regulations. Mr. Glosson has sole
power to vote and direct the disposition of 4,248,011 shares of Common Stock, and for the purposes
of Reg. Section 240.13d-3 is deemed to beneficially own 9.60% of the issued and outstanding shares
of Common Stock.
(c) The only transactions effected by Mr. Glosson in shares of Common Stock or securities
convertible into, or exercisable or exchangeable for, Common Stock, within the sixty days after
September 30, 2009 are described in Item 3 of this Schedule 13D.
(d) No other person is known by Mr. Glosson to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by Mr. Glosson.
(e) Not Applicable.
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| Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer |
No contracts, arrangements, understandings or similar relationships exist with respect to the
securities of the Company between Mr. Glosson and any other individual or entity.
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| Item 7. |
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Material to Be Filed as Exhibits |
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| Exhibit No. |
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Exhibit |
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Agreement and Plan of Merger dated October 5, 2009 by and
among Jasper Ventures Inc., Jasper Merger Sub Inc. and
DesignLine International Corporation. [Incorporated by
reference to Exhibit 10.1 in the Company’s Current Report on
Form 8-K dated October 5, 2009.] |
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