-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ErYJAXZOif9hKR2aQwKCSrVlUdpmjZkpYMO10zY0315SuUjPHRK5HDtV4NeM5veT sJfKTTsHXaxxRqdys7+VmQ== 0001104659-06-003509.txt : 20060124 0001104659-06-003509.hdr.sgml : 20060124 20060124134545 ACCESSION NUMBER: 0001104659-06-003509 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060124 DATE AS OF CHANGE: 20060124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORO VENTURES LTD CENTRAL INDEX KEY: 0001278426 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 421 N BEVERLY DRIVE STREET 2: SUITE 300 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3105537009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47735 FILM NUMBER: 06545854 BUSINESS ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7039022800 MAIL ADDRESS: STREET 1: 7901 JONES BRANCH DRIVE STREET 2: SUITE 900 CITY: MCLEAN STATE: VA ZIP: 22102 SC 13G/A 1 a06-3408_4sc13ga.htm AMENDMENT

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

 

PRIMUS TELECOMMUNICTIONS GROUP INC.

(Name of Issuer)

Common Stock, $0.01 per value per share   

(Title of Class of Securities)

741929103

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

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 ("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).

 


 

CUSIP No.  741929103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Toro Ventures, Ltd

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,708,611

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
1,708,611

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,708,611

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.7%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

2


 

Item 1.

 

(a)

Name of Issuer
Primus Telecommunications Group, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
7901 Jones Branch Drive

Suite 900

McLean, VA 22102

 

Item 2.

 

(a)

Name of Person Filing
Toro Ventures, Ltd.

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Rudy Valner, Esq., 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210

 

(c)

Citizenship
British Virgin Islands

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
741929103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,708,611

 

(b)

Percent of class:   

1.7%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote    

1,708,611

 

 

(ii)

Shared power to vote or to direct the vote    

- 0 -

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,708,611

 

 

(iv)

Shared power to dispose or to direct the disposition of   

- 0 -

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

See Exhibit 1

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

Item 10.

Certification

(b) The following certification shall be included if the statement is filed pursuant to 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

January 18, 2006

 

Date

 


/s/Rudy Valner

 

Signature

 


Rudy Valner / Agent
Toro Ventures, Ltd.

 

Name/Title

 

5


 

Exhibit 1.

 

 

 

 

 

 

 

Brener International Group, LLC

 

 

Gabriel Brener is the manager of Brener International Group, LLC

 

 

Gabriel Brener and his immediate family are the owners of Brener International Group, LLC

 

 

Gabriel Brener is Pablo Brener’s son.

 

 

 

 

 

Toro Ventures, Ltd.

 

 

Pablo Brener is the beneficial owner of Toro Ventures, Ltd.

 

 

Pablo Brener is Gabriel Brener’s father

 

 

 

 

 

Mr. Fernando Rojas

 

 

Fernando Rojas is an officer of Brener International Group, LLC

 

 

He disclaims any participation as a group with

 

 

Brener International Group, LLC or Toro Ventures, Ltd.

 

 

 

 

 

Mr. Clive Fleissig

 

 

Clive Fleissig is an officer of Brener International Group, LLC

 

 

He disclaims any participation as a group with

 

 

Brener International Group, LLC or Toro Ventures, Ltd.

 

6

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