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)
John Turton
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 persons 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 Companys 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 DesignLines 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 John Turton. Mr. Turtons principal occupation is
Executive Vice President, Research and Development, of the Company. Mr. Turtons business address
and the Companys principal business address is 2309 Nevada Boulevard, Charlotte, North Carolina
28273. Mr. Turton is a citizen of New Zealand.
During the last five years, Mr. Turton has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five years, Mr. Turton 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 |
On September 30, 2009, Mr. Turton purchased 44,451 shares of Common Stock from one or more
stockholders of the Company in a private transaction for a total of $217.47 in cash.
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. Turton received 473,610 shares of Common Stock in
the Merger in exchange for his 3,315,270 shares of Former DesignLine common stock.
As previously reported in the Companys 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
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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. Turton received a total of 3,108,366 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. Turton 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.
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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. Turton has sole
power to vote and direct the disposition of 3,626,427 shares of Common Stock, and for the purposes
of Reg. Section 240.13d-3 is deemed to beneficially own 8.20% of the issued and outstanding shares
of Common Stock.
(c) The only transactions effected by Mr. Turton 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. Turton 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. Turton.
(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. Turton 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 Companys Current Report on
Form 8-K dated October 5, 2009.] |
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