SC 13D/A 1 file1.htm


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

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                                  Ckrush, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   17887P 10 6
                                 (CUSIP Number)

                     c/o Greenbaum, Rowe, Smith & Davis LLP
                                W. Raymond Felton
                              99 Wood Avenue South
                                 P.O. Box 5600
                          Woodbridge, New Jersey 07095
                                 (732) 549-5600
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notice and Communications)

                                November 20, 2006
             (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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(a), 13d-1(f), or 13d-1(g), check the following
box [_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-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).



                                  SCHEDULE 13D
                              CUSIP NO. 17887P 10 6

1.   NAMES OF REPORTING PERSONS.
     I.R.S. Identification Nos. of above persons (entities only)
     Jeremy Dallow

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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)
     (b)

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3.   SEC USE ONLY

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4.   SOURCE OF FUNDS
     PF

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5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
     2(d) OR 2(e) ___
     Not Applicable

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6.   CITIZENSHIP OR PLACE OF ORGANIZATION
     United States of America

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Number of      7.   Sole Voting Power          240,000 Common and 399,752
Shares                                         Series D Preferred (A)
Beneficially                                   10,500,000 Common (B)
Owned by
Each           -----------------------------------------------------------------
Reporting      8.   Shared Voting Power        0
Person with:
               -----------------------------------------------------------------
               9.   Sole Dispositive Power     240,000 Common and 399,752
                                               Series D Preferred (A)
                                               10,500,000 Common (B)

               -----------------------------------------------------------------
               10.  Shared Dispositive Power   0

               -----------------------------------------------------------------

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 240,000 Common
     and 399,752 Series D Preferred (A)
     10,500,000 Common (B)

     (A) All shares are owned by Mr. Dallow directly. The Series D Preferred
     Shares which have the voting equivalent of 50 shares of common stock per
     share of Series D. (B) Consists of Options to purchase shares of common
     stock granted on November 20, 2006 effective as of June 12, 2006. Options
     to purchase 8,000,000 shares are fully vested and have an exercise price of
     $.10 per share. Options to purchase 2,500,000 shares vest at the rate of
     69,444 share per month, subject to certain conditions, and have an exercise
     price of $.30 per share. Therefore, options to acquire 8,555,555 shares of
     common stock are exercisable within 60 days of the date of this Schedule
     13D.

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12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___

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13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     9.2% of outstanding common and 100% of outstanding Series D.

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14.  TYPE OF REPORTING PERSON
     IN

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Item 1.   Security and Issuer

          (a) The title of the class of equity securities to which this
statement relates is common stock and Series D preferred stock .

          (b) The name and address of the principal executive office of the
issuer is:
               Ckrush, Inc.
               336 West 37th Street, Suite 410
               New York, NY 10018

Item 2.   Identity and Background

          (a)  Name
               Jeremy Dallow

          (b)  Address
               336 West 37th Street, Suite 410
               New York, NY 10018

          (c)  Occupation/Employment
               President and a Director of Ckrush, Inc.

          (d)  During the last five years, the reporting person has not been
               convicted in a criminal proceeding (excluding traffic violations
               or similar misdemeanors).

          (e)  During the last five years, the reporting person was not a party
               to a civil proceeding of a judicial or administrative body of
               competent jurisdiction and as a result of such proceeding 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.

          (f)  Citizenship:
               United States of America

Item 3.   Source and Amount of Funds or Other Consideration
          Personal Funds

Item 4.   Purpose of Transaction

          Investment purposes.

          The reporting person does not have plans or proposals which relate to
          or would result in:

          (a) An extraordinary corporate transaction, such as a merger,
          reorganization or liquidation, involving the Issuer or any of its
          subsidiaries;

          (b) A sale or transfer of a material amount of assets of the Issuer or
          any of its subsidiaries;

          (c) Any material change in the present capitalization or dividend
          policy of the Issuer;

          (d) Any other material change in the Issuer's business or corporate
          structure, including but not limited to, if the issuer is a registered
          closed-end investment company, any plans or proposals to make any
          changes in its investment policy for which a vote is required by
          Section 13 of the Investment Company Act of 1940;

          (e) Changes in the Issuer's charter, by-laws or instruments
          corresponding thereto or other actions which may impede the
          acquisition or control of the Issuer by any person;



          (f) Causing a class of securities of the Issuer to be delisted from a
          national securities exchange or to cease to be authorized to be quoted
          in an inter-dealer quotation system of a registered national
          securities association.

          (g) A class of equity securities of the issuer becoming eligible for
          termination of registration pursuant to Section 12(g)(4) of the Act;
          or

          (h) Any action similar to any of those enumerated above.

Item 5.   Interest in Securities of the Issuer

          The aggregate number and percentage of the class of securities
          identified pursuant to Item 1 beneficially owned by the reporting
          person is 240,000 shares of common and 399,752 shares of series D
          preferred stock, or 19.2 % of the voting rights. After giving effect
          to the options to acquire 8,555,555 shares of common stock that are
          exercisable within the next 60 days, the shares beneficially owned
          would equal 25.2% of the voting rights.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Issuer.
          None.

Item 7.   Material to be Filed as Exhibits
          There are no exhibits filed with this Schedule.

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.


                                                         /s/ Jeremy Dallow
                                                         -----------------------
November 29, 2006                                        Jeremy Dallow