U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

      (MARK ONE)

|X|   Quarterly  Report  Pursuant to Section 13 or 15(d) of Securities  Exchange
      Act of 1934

                 For the quarterly period ended MARCH 31, 2004

|_|   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

               For the transition period from _______ to _______.

                           Commission File No. 0-09358

                           LIMELIGHT MEDIA GROUP, INC

                 (Name of Small Business Issuer in Its Charter)

            NEVADA                                              88-0441338
-------------------------------                              ----------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)


8000 CENTERVIEW PARKWAY, SUITE 115, MEMPHIS, TENNESSEE             38018
------------------------------------------------------             -----
     (Address of Principal Executive Offices)                    (Zip Code)


                                 (901) 757-0195
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


                            SHOWINTEL NETWORKS, INC.
                            ------------------------
                             (Issuer's Former Name)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |X| No |_|

      There were  51,947,663  shares of Common Stock  outstanding  as of May 12,
2004.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)


                                     ASSETS

Current assets
  Cash                                                              $     2,113
                                                                    -----------
     Total current assets                                                 2,113

Fixed assets,net                                                         97,318
                                                                    -----------

Total assets                                                        $    99,431
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                             $   213,964
  Due to stockholder                                                    306,166
  Convertible loans payable - related parties                            52,500
  Loans payable                                                          29,500
  Convertible loans payable                                              75,400
  Other liabilities                                                      36,032
                                                                    -----------
     Total current liabilities                                          713,562

Long-term liabilities
  Convertible debenture                                                 250,000
  Convertible fee debenture                                             340,000
                                                                    -----------
                                                                        590,000

Total liabilities                                                     1,303,562

Commitments and contingencies                                                --

Stockholders' deficit
  Common stock - $.001 par value, 100,000,000 shares
     authorized, 51,694,377 shares issued and outstanding                51,695
  Additional paid-in capital                                          5,626,515
  Loan fees related to standy equity distrubtion agreement             (340,000)
  Accumulated deficit                                                (6,542,341)
                                                                    -----------
     Total stockholders' deficit                                     (1,204,131)
                                                                    -----------

  Total liabilities and stockholders' deficit                       $    99,431
                                                                    ===========


                 See Accompanying Notes to Financial Statements

                                       2

<PAGE>

                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                              For the Period
                                                           For the Three    For the Three   From April 19, 2001
                                                           Months Ended      Months Ended   (Inception) through
                                                          March 31, 2004    March 31, 2003    March 31, 2004
                                                          --------------    --------------  -------------------

<S>                                                        <C>               <C>               <C>
Revenue                                                    $         --      $     45,325      $    121,794

Cost of revenue                                                      --            13,995            71,243
                                                           ------------      ------------      ------------

Gross profit                                                         --            31,330            50,551

General and administrative expenses
    Bad debt                                                         --                --            16,863
    Consulting fees                                           1,346,116           120,339         4,268,796
    Depreciation                                                  7,301             6,778            61,214
    Other general and administrative expenses                   516,997            42,920         1,666,437
                                                           ------------      ------------      ------------

      Total general and administrative expenses               1,870,414           170,037         6,013,310
                                                           ------------      ------------      ------------

Loss from operations                                         (1,870,414)         (138,707)       (5,962,759)

Other income (expense)
    Interest income                                                  --                --             4,960
    Gain on sale of fixed asset                                      --                --             1,123
    Loss related to rescission of UniGuest acquisition               --                --           (24,669)
    Bad debt related to note receivable                              --                --           (91,269)
    Bad debt related to due from UniGuest                            --                --           (25,000)
    Interest expense                                           (370,731)           (1,305)         (444,727)
                                                           ------------      ------------      ------------

Loss before provision for income taxes                       (2,241,145)         (140,012)       (6,542,341)

Income tax provisions                                                --                --                --
                                                           ------------      ------------      ------------

Net loss                                                   $ (2,241,145)     $   (140,012)     $ (6,542,341)
                                                           ============      ============      ============

Basic and diluted loss per common share                    $      (0.05)     $      (0.00)     $      (0.29)
                                                           ============      ============      ============

Basic and diluted weighted average
    common shares outstanding                                47,731,685        29,100,357        22,419,663
                                                           ============      ============      ============
</TABLE>

                 See Accompanying Notes to Financial Statements

                                        3
<PAGE>

                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                                          Loan Fees
                                                                                          Related to
                                                        Common stock                        Standby
                                                  -----------------------    Additional     Equity                        Total
                                                     Number                   Paid-in    Distribution    Accumulated   Stockholders'
                                                   of Shares      Amount      capital      Agreement       Deficit       Deficit
                                                  -----------   ---------   -----------  ------------    -----------   -------------
<S>                                                <C>          <C>         <C>           <C>           <C>            <C>
Balance December 31, 2003                          39,911,886   $  39,912   $ 3,701,710   $       --    $(4,301,196)   $  (559,574)

Issuance of common stock for cash, weighted
   average $0.04 per share                          5,374,998       5,375       203,792           --             --        209,167

Issuance of common stock for services, weighted
   average $0.36 per share                          3,213,600       3,214     1,151,518           --             --      1,154,732

Issuance of common stock to officer for services,
   weighted average $0.31 per share                   300,000         300        92,700           --             --         93,000

Issuance of common stock in satisfaction of other
   liabilities, $0.03 per share                     2,548,893       2,549        78,399           --             --         80,948

Beneficial conversion feature of loans payable
   and debenture                                           --          --       174,842           --             --        174,842

Issuance of common stock for interest
   $0.47 per share                                    400,000         400       187,600           --             --        188,000

Warrants granted for services                              --          --        35,899           --             --         35,899

Cancellation of common stock                          (55,000)        (55)           55           --             --             --

Loan fees related to standby equity distribution
   agreement                                               --          --            --     (340,000)            --       (340,000)

Net loss                                                   --          --            --           --     (2,241,145)    (2,241,145)
                                                  -----------   ---------   -----------   ----------    -----------    -----------

Balance March 31, 2004 (Unaudited)                 51,694,377   $  51,695   $ 5,626,515   $ (340,000)   $(6,542,341)   $(1,204,131)
                                                  ===========   =========   ===========   ==========    ===========    ===========
</TABLE>


                 See Accompanying Notes to Financial Statements

                                        4
<PAGE>

                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                       For the Period
                                                              For the Three       For the Three     From April 19, 2001
                                                               Months Ended        Months Ended     (Inception) through
                                                             March 31, 2004       March 31, 2003       March 31, 2004
                                                             --------------       --------------    -------------------
<S>                                                            <C>                 <C>                 <C>
Cash flows from operating activities:
   Net loss                                                    $(2,241,145)        $  (140,012)        $(6,542,341)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Stock based compensation                                    1,471,631              81,489           4,025,505
     Depreciation                                                    7,301               6,777              61,214
     Beneficial conversion feature of loans payable and
       debenture                                                   174,842                  --             174,842
     Bad debt related to note and related interest
       receivable                                                       --                  --              91,269
     Bad debt related to due from UniGuest                              --                  --              25,000
     Loss related rescission of UniGuest acquisition                    --                  --              24,669
     Amortization of loan fees paid in common stock                     --                  --             114,220
     Gain on sale of fixed assets                                       --                  --              (1,123)
   Changes in operating assets and liabilities:
     Change in accounts receivable                                      --             (43,124)            (35,702)
     Change in interest receivable                                      --                  --              (4,769)
     Change in accounts payable and accrued expenses               106,443              31,096             233,821
     Change in other liabilities                                     5,333                  --             116,980
                                                               -----------         -----------         -----------
       Net cash used by operating activities                      (475,595)            (63,774)         (1,716,415)

Cash flows from investing activities:
   Loan made related to note receivable                                 --                  --             (66,500)
   Sale of fixed assets                                                 --                  --               3,950
   Decrease in cash due to rescission of acquisition                    --                  --             (15,432)
   Purchase of fixed assets                                        (14,496)                 --            (165,351)
                                                               -----------         -----------         -----------
       Net cash used by investing activities                       (14,496)                 --            (243,333)

Cash flows from financing activities:
   Change in due to stockholder                                     22,671              14,862             744,969
   Advance from convertible loans payable - related parties             --                  --              52,500
   Proceeds from loans payable                                          --              44,060             185,000
   Principal payments on loans payable                              (5,000)                 --             (20,500)
   Advance from convertible loan payable                                --                  --              10,000
   Proceeds from convertible debenture                             250,000                  --             250,000
   Proceeds from issuance of common stock                          209,167               3,000             739,892
                                                               -----------         -----------         -----------
       Net cash provided by financing activities                   476,838              61,922           1,961,861
                                                               -----------         -----------         -----------

Net change in cash                                                 (13,253)             (1,852)              2,113

Cash, beginning of period                                           15,366               2,120                  --
                                                               -----------         -----------         -----------

Cash, end of period                                            $     2,113         $       268         $     2,113
                                                               ===========         ===========         ===========

Supplementary cash flow information:
   Cash payments for income taxes                              $        --         $        --         $        --
                                                               ===========         ===========         ===========
   Cash payments for interest                                  $        --         $        --         $        --
                                                               ===========         ===========         ===========

Non-cash financing activities:
   Issuance of 2,548,893 shares of common stock
     in satisfaction of other liabilities                      $    80,948         $        --         $    80,948
                                                               ===========         ===========         ===========
</TABLE>


                 See Accompanying Notes to Financial Statements

                                        5

<PAGE>

                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

      The interim financial statements present the balance sheet,  statements of
      operations,  stockholders' equity and cash flows of Limelight Media Group,
      Inc.

      The  interim  financial  information  is  unaudited.  In  the  opinion  of
      management,  all  adjustments  necessary to present  fairly the  financial
      position as of March 31, 2004 and the results of operations and cash flows
      presented herein have been included in the financial  statements.  Interim
      results are not  necessarily  indicative of results of operations  for the
      full year.

      The  accompanying  financial  statements  have been prepared in accordance
      with Securities and Exchange Commission requirements for interim financial
      statements.  Therefore,  they do not  include all of the  information  and
      footnotes  required by  accounting  principles  generally  accepted in the
      United States for complete financial statements.  The financial statements
      should be read in  conjunction  with the Form  10-KSB  for the year  ended
      December 31, 2003 of the Company.

      The  preparation  of financial  statements in conformity  with  accounting
      principles  generally accepted in the United States requires management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

NOTE 2 - GOING CONCERN

      The Company incurred a net loss of approximately $6,542,000 for the period
      from April 19,  2001  (Date of  Inception)  through  March 31,  2004.  The
      Company's current  liabilities  exceed its current assets by approximately
      $711,000 as of March 31, 2004.  The  Company's  net cash used by operating
      activities  approximated  $1,716,000  for the period  from April 19,  2001
      (Date of Inception for Showintel  Networks,  Inc.) through March 31, 2004.
      These factors  create  substantial  doubt about the  Company's  ability to
      continue as a going concern.  The Company's  management  plans to complete
      the   development   of  the   infrastructure   necessary  to  deliver  the
      video-streaming  technology in order to fully  commence its operations and
      therewith generate future revenues.  The Company will also seek additional
      sources of capital through the issuance of debt and equity financing,  but
      there  can  be no  assurance  that  the  Company  will  be  successful  in
      accomplishing its objectives.

      The ability of the Company to continue as a going  concern is dependent on
      additional  sources of capital and the success of the Company's  plan. The
      financial  statements  do  not  include  any  adjustments  that  might  be
      necessary if the Company is unable to continue as a going concern.


                                       6
<PAGE>


                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 3 - DUE TO STOCKHOLDER

      Due to Company's President and majority  stockholder  totaling $306,166 as
      of March 31, 2004 consisted of the following:

          Unreimbursed expenses to the Company's
            President and majority stockholder                $ 23,678

          Loan from the Company's President
            and majority stockholder                           173,988

          Accrued wages for the Company's
            President and majority stockholder                 108,500
                                                              --------
                                                              $306,166
                                                              ========

NOTE 4 - CONVERTIBLE LOANS PAYABLE

      In February 2004, the Company entered into two Convertible Loan Agreements
      to  satisfy  outstanding  loans  payable  of  $54,500  (including  accrued
      interest of $4,500) and $10,900  (including accrued interest of $900). The
      convertible  loans  mature  in  February  2005,  are  unsecured,  and bear
      interest at 12% per annum,  which is payable in cash or shares of stock at
      the  conversion  rate  outlined  below.  The  individuals  are entitled to
      convert all or any portion of the  principal  balances  into shares of the
      Company's  common stock at a conversion price of 75% of the average of the
      closing bid prices for the five trading  days  immediately  preceding  the
      conversion   date.  The  Company  recorded  the  estimated  value  of  the
      conversion feature totaling $49,842 to interest expense.

      In August 2003,  the Company  borrowed  funds from an individual  totaling
      $10,000,  maturing in August 2004, unsecured, and bearing interest at 12%.
      The  individual  is entitled to convert all or a portion of the  principal
      balance into shares of the Company's common stock at a conversion price of
      $0.20 per share.  Further,  the  individual  has the  option of  receiving
      payment  of accrued  interest  in cash or 50,000  shares of the  Company's
      common  stock.  As of March 31,  2004 the  outstanding  principal  balance
      totaled $10,000.

NOTE 5 - STANDBY EQUITY DISTRIBUTION AGREEMENT

      In February 2004, the Company  entered into a Standby Equity  Distribution
      Agreement  ("Distribution  Agreement") with Cornell Capital  Partners,  LP
      ("Cornell"). The Distribution Agreement entitles the Company to draw funds
      up to $12,000,000 from issuance of its common stock for an amount equal to
      97% of the lowest closing bid price on the Over-the-Counter Bulletin Board
      or other principal market 5 days immediately  following the advance notice
      date,  expiring  February 2006,  subject to certain terms and  conditions.
      Cornell  Capital  Partners  will  retain  5% of  each  advance  under  the
      Distribution Agreement.  Additionally, the Distribution Agreement requires
      the Company to pay Cornell a  commitment  fee in the amount of $340,000 to
      be paid by the issuance of a Convertible  Fee  Debenture,  as discussed in
      Note 6.  Furthermore,  the  Company  is  required  to file a  registration
      statement on Form SB-2 with the Securities and Exchange Commission for the
      registration  of common  stock for future  issuance  related to the Credit
      Agreement.


                                       7
<PAGE>

                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 6 - CONVERTIBLE FEE DEBENTURE

      In February 2004, pursuant to the Distribution  Agreement, as discussed in
      Note 5, the Company issued a Convertible  Fee Debenture  ("Debenture")  to
      Cornell  totaling  $340,000.  The balance is unsecured,  bears an interest
      rate of 5.0%,  with principal and interest to  automatically  convert into
      the  Company's  common stock in February  2007.  Additionally,  Cornell is
      entitled to convert all or part of the principal  and interest  balance of
      the Debenture into the Company's  common stock equal to the lowest closing
      bid price for the three trading days immediately  preceding the conversion
      date.

NOTE 7 - SECURED CONVERTIBLE DEBENTURE

      In February 2004, the Company  issued a Secured  Convertible  Debenture to
      Cornell secured by all Company assets. Upon closing,  the Company received
      $250,000 and will receive an additional $250,000 upon filing the Form SB-2
      with the Securities and Exchange Commission. The balance bears an interest
      rate of 5.0%,  with  principal  and interest  automatically  converting to
      shares of the  Company's  common stock in February  2007.  Cornell has the
      option  of  converting  this  loan to  common  stock,  at the  lower of a)
      fifty-two cents ($0.52),  or b) 80% of the lowest closing bid price of the
      common  stock  for  the  five  trading  days  immediately   preceding  the
      conversion date.

NOTE 8 - CONSULTING SERVICES

      In January 2004,  the Company  entered into a Consulting  Agreement with a
      company  to  provide  investor  relation  services  for a period of twelve
      months in exchange for 500,000 shares of the Company's  common stock and a
      monthly fee of $1,000.  The Company issued the stock  totaling  $85,000 in
      January 2004.

      In February 2004, the Company  entered into an Agreement with an entity to
      produce twelve  programming  episodes (one per month) for  distribution to
      the Company's  closed-circuit  networks  over the course of one year.  The
      Company's  cost  per  episode  will  not  be  less  than  $46,666,  and is
      determined  by a mutually  pre-approved  budget.  The Company has recorded
      expenses  related to the  agreement of $113,332 for the three months ended
      March 31, 2004.

      In  February  2004,  the  Company  entered  into a Common  Stock  Purchase
      Agreement  with an  entity to  purchase  175,000  shares of the  Company's
      common  stock in exchange  for $25,000 in cash and an  additional  175,000
      shares in exchange for services totaling $89,250. In addition, if the open
      market price on the closing bid is below fifty cents for three consecutive
      days during the thirty days following an effective registration, the buyer
      is entitled to a pro-rata  adjustment  to the number of shares  equal to a
      50% discount to the lowest bid price of those three days.

NOTE 9 - COMMON STOCK

      In January 2004, the Company  issued  2,548,893 in  satisfaction  of other
      liabilities at $0.03 per share.

      In January 2004,  the Company issued 150,000 shares of common stock to the
      President and majority stockholder for services at $0.15 per share.


                                       8
<PAGE>


                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 9 - COMMON STOCK (CONTINUED)

      In January 2004, the Company issued  2,362,221  shares of its common stock
      for cash at $0.03 per share.

      In January 2004, the Company issued 500,000 shares of its common stock for
      services at $0.17 per share.

      In January 2004, the Company issued  1,500,000  shares of its common stock
      for services at $0.30 per share.

      In January 2004, the Company issued  1,000,000  shares of its common stock
      for services at $0.49 per share.

      In February  2004,  the Company  issued 400,000 shares of its common stock
      for interest at $0.47 per share.

      In February  2004,  the Company  issued 187,000 shares of its common stock
      for services at $0.30 per share.

      In February 2004, the Company issued 150,000 shares of common stock to the
      President and majority stockholder for services at $0.47 per share.

      In February 2004, the Company issued  3,012,777 shares of its common stock
      for cash at $0.05 per share.

      In February 2004, the Company granted  warrants to purchase 100,000 shares
      of common stock at $0.25 per shares. The warrants vest immediately, expire
      in April 2005 and are valued at $35,899 using the Black Scholes method.

      In March 2004, the Company cancelled 55,000 shares of its common stock.

      In March 2004,  the Company  issued  26,600 shares of its common stock for
      services at $0.37 per share.

NOTE 10 - SUBSEQUENT EVENTS

      In April 2004,  the  Company  issued a  convertible  note  payable  with a
      principal  amount of $7,500,  which was immediately  converted into 52,338
      shares of common stock per the agreement's conversion feature.

      In April 2004, the Company issued 75,330 shares of common stock  resulting
      from the conversion of a convertible  note payable to an individual with a
      principal balance of $10,000 as of March 31, 2003.

      SECURED  CONVERTIBLE  DEBENTURE - In May 2004 the  Company  filed the Form
      SB-2  with  the  Securities  and  Exchange  Commission  and  received  the
      additional $250,000, see Note.


                                       9
<PAGE>


ITEM 2. MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS

INTRODUCTORY STATEMENTS

      FORWARD-LOOKING STATEMENTS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This filing  contains  forward-looking  statements,  including  statements
regarding,   among  other  things,   (a)  our  Company's   projected  sales  and
profitability,  (b) our Company's  business plan and growth  strategies  (c) our
Company's  future  financing plans and (d) our Company's  anticipated  needs for
working capital.  These statements may be found under  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations"  and "Business."
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risks outlined  under "Risk  Factors" and matters  described in
this filing generally.  In light of these risks and uncertainties,  there can be
no assurance that the forward-looking  statements  contained in this filing will
in fact occur.

OVERVIEW

      Limelight  Media Group was  incorporated  on May 17, 1996, in the State of
Nevada as Multinet  International  Corporation.  On September 26, 2001, Multinet
consummated an agreement to acquire all of the then outstanding capital stock of
Limelight  Media  Group,  Inc.,  formerly  Showintel  Networks,  Inc.,  a Nevada
corporation, in exchange for 18,000,000 shares of Multinet's common stock. Prior
to the  acquisition  of  all of the  outstanding  capital  stock  of  Limelight,
Multinet was a public company with no operations or assets and 2,431,000  shares
of common stock issued and  outstanding.  Limelight was a privately held company
with  assets  being  used for the  development  of  video-streaming  technology.
Limelight  became  a  wholly-owned  subsidiary  as of the date of  closing.  The
existing  officers  and  directors  of  Multinet  appointed  David V.  Lott as a
director  of  Multinet  before  resigning,  effective  as of the  closing of the
transaction.  On September 1, 2002,  Multinet  purchased all of the  outstanding
capital  of  Uniguest  of   Tennessee,   Inc.,  a  Tennessee   corporation,   in
consideration for 500,000 shares of Multinet's common stock.  Uniguest installed
and operated public internet  access  terminals in hotels  throughout the United
States. Limelight divested itself of its ownership in Uniguest effective October
6, 2003. On October 3, 2003,  Multinet  amended its Articles of Incorporation to
change its name to Limelight Media Group, Inc.

BUSINESS OVERVIEW OF LIMELIGHT MEDIA GROUP, INC.

      Limelight is a Tennessee-based, publicly traded company (LMMG.OB) that has
developed  a  proprietary  digital  out-of-home  media  network.  The network is
centrally managed and is applicable over the growing digital signage industry in
any location where a message needs real time display. The current core focus for
Limelight is the theater industry.

      Limelight has developed a system to distribute  digitally  advertisements,
marketing messages and entertainment video content via broadband  connection for
viewing in movie theater  lobbies,  on theater screens and in retail  locations.
The Content Management System, developed by Limelight, facilitates digital video
content to be transmitted in digital files,  replacing the soon-to-be antiquated
utilization  of  photographic  slides,  VCR tape and DVDs.  The primary focus of
deployment for Limelight's  technology has been within movie theaters.  However,
during 2003 Limelight  pursued  opportunities  to expand to the retail industry.
Limelight has two types of clients,  the "location  partner," and the advertiser
who wishes to reach the patrons  that visit the  location  partner's  venues.  A
location partner can be a theater owner, retail storeowner or whoever is charged
with the marketing and management of a physical facility.

      Limelight  provides a turn-key  solution for businesses  desiring  digital
signage  systems  for  information  display.  Limelight  contacts  high  traffic
businesses  such a movie  theaters,  malls,  restaurants  and  retail  stores to
determine if a digitally managed captive audience networks is desired. Limelight
installs all  necessary  servers and displays for its  customers.  The system is
connected via broadband  internet to  Limelight's  video and content  management
servers.  Limelight  provides this equipment at no cost to the location partner.
Limelight  generally  provides the  programming and markets the network space to
potential  advertisers.  The location  partner receives a portion of the revenue
generated from advertising sales on a negotiated basis.


                                       10
<PAGE>


      Limelight  has  current  or pending  installations  of its  technology  in
theater locations across the country. Installations are currently operational in
86  theater  locations.  We have 192  pending  theater  location  installations.
Further,  Limelight has executed co-marketing agreements with strategic partners
that  augment its own sales and  marketing  team and that enables the company to
simultaneously penetrate additional theaters.

      Limelight plans to generate  revenues for the installation of its location
partner and by selling and marketing the advertisement  that is displayed on its
network.  The  advertising  is  presented on multiple  screens  installed by the
company at the location. The displays are typically located above the concession
stands  or  register  checkout  lanes,  which  are  considered  to be the  ideal
locations  to attract the  attention of patrons who are entering and leaving the
location.

EMPLOYEES

      As of May 12, 2004,  Limelight had seven (7) employees.  Limelight intends
to hire  additional  employees  upon  securing  the  necessary  operational  and
equipment  financing.  All  of  our  employees  are  located  at  the  Company's
headquarters  in Tennessee.  None of the Company's  employees are subject to any
collective bargaining agreement.

CRITICAL ACCOUNTING POLICIES

      RESEARCH AND DEVELOPMENT COSTS

      Research and development costs are charged to expense when incurred. Costs
incurred to internally  develop  software,  including  costs incurred during all
phases of development, are charged to expense as incurred.

      STOCK-BASED COMPENSATION

      The Company applies  Accounting  Principles  Board ("APB") Opinion No. 25,
Accounting  for Stock  Issued to  Employees,  and  Related  Interpretations,  in
accounting  for stock options  issued to employees.  Under APB No. 25,  employee
compensation  cost is recognized  when  estimated  fair value of the  underlying
stock on date of the grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees,  the Company applies Statements of
Financial  Accounting  Standards  ("SFAS") No. 123  Accounting  for  Stock-Based
Compensation, which requires the recognition of compensation cost based upon the
fair value of stock  options at the grant  date using the  Black-Scholes  option
pricing model.

     The  Company  did not  grant any  warrants  or  options  to  employees  for
compensation  for the years  ended 2003 and 2002,  and for the period from April
19, 2001 (Date of Inception of Limelight  Media Group,  Inc.)  through March 31,
2004. All stock issued for compensation was recorded at the fair market value of
the stock. In December 2002, the Financing  Accounting  Standards Board ("FASB")
issued SFAS No. 148,  "Accounting  for Stock-Based  Compensation-Transition  and
Disclosure."  SFAS No. 148 amends the transition  and  disclosure  provisions of
SFAS No. 123. The Company is currently  evaluating  SFAS No. 148 to determine if
it will adopt SFAS No. 123 to account for employee  stock options using the fair
value method and, if so, when to begin transition to that method.

      None of these  policies  had any material or  substantial  effect upon our
operations.

GOING CONCERN

     Our independent auditors have added an explanatory  paragraph in connection
with the December 31, 2003 financial  statements,  which states that our Company
is in the  development  stage  and has  incurred  a net  loss  of  approximately
$6,542,000 million for the period from April 19, 2001 through December 31, 2003.
Our current liabilities exceed our current assets. These conditions give rise to
substantial debt about our Company's ability to continue as a going concern. Our
Company's  ability to fully commence its operation and generate  revenues or its
ability to obtain additional funding will determine its ability to continue as a
going  concern.  Our financial  statements do not include any  adjustments  that
might result form the outcome of this uncertainty.


                                       11
<PAGE>


RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2004, AS COMPARED TO
THE THREE MONTH ENDED MARCH 31, 2003

     Revenue.  Revenue for the three months ended March 31, 2004 was $0 compared
with $45,325 for the three months  ended March 31, 2003.  This  decrease was the
result of the rescission of the Uniguest purchase in October 2003.

     Cost Of Revenue.  Cost of Revenue for the three months ended March 31, 2004
was $0 compared  with  $13,995 for the three  month ended March 31,  2003.  This
decrease was the result of the  rescission  of the Uniguest  purchase in October
2003.

      Gross  Profit.  Gross  profit was $0 for the three  months ended March 31,
2004, as compared  with $31,330 for the three months ended March 31, 2003.  This
decrease was the result of the  rescission  of the Uniguest  purchase in October
2003.

     General  And  Administrative.  General  and  administrative  expenses  were
$1,870,414 for the three months ended March 31, 2004 as compared to $170,037 for
the three months ended March 31, 2003, an increase of $1,700,377 or 1,000%.  The
increase  resulted  primarily  from increased  compensation  paid to consultants
retained by the Company and  expenses  related to the  transaction  with Cornell
Capital.

      Net  Loss.  The net loss for the three  months  ended  March 31,  2004 was
$2,241,145 for the three months ended March 31, 2004 as compared to $140,012 for
the three months ended March 31, 2003, an increase of $2,101,133 or 1,501%.

LIQUIDITY AND CAPITAL RESOURCES

      As of March 31, 2004, we had cash and other current assets totaling $2,113
as compared to $67,461 as of March 31,  2003.  The  significant  decrease in our
current asset position is attributable to the net loss from operating activities
and the rescission of the Uniguest purchase agreement.  As of March 31, 2004, we
had  approximately  $97,318 in fixed assets,  net, as compared to $106,893 as of
March  31,  2003.  As of March 31,  2004,  our total  current  liabilities  were
$713,562,  consisting  primarily of $306,166 due to stockholders and $213,964 of
accounts payable.

     On  February  17,  2004,  we  entered  into a Standby  Equity  Distribution
Agreement  with  Cornell  Capital  Partners.  Pursuant  to  the  Standby  Equity
Distribution Agreement,  we may, at our discretion,  periodically issue and sell
shares of our common  stock for a total  purchase  price of $12  million.  If we
request  advances  under the  Standby  Equity  Distribution  Agreement,  Cornell
Capital  partners will  purchase  shares of common stock of Limelight for 97% of
the lowest  closing bid price on the  Over-the-Counter  Bulletin  Board or other
principal  market on which our common stock is traded for the 5 days immediately
following the advance notice date.  Cornell  Capital  Partners will retain 5% of
each advance under the Standby Equity Distribution Agreement. We may not request
advances in excess of a total of $12  million.  The  maximum of each  advance is
equal to $170,000  and the  maximum  amount of advances in any thirty day period
cannot exceed $510,000.

     As of February 17, 2004,  we entered into a securities  purchase  agreement
for the  issuance  of a a Secured  Convertible  Debentures  to  Cornell  Capital
Partners in the  principal  amount of  $500,000.  The  convertible  debenture is
convertible  into shares of our common  stock as a price per share that is equal
to the lesser of: (i) an amount  equal to 120% of the  closing  bid price of our
common stock as of the date of the convertible debenture or (ii) an amount equal
to 80% of the average of the lowest daily volume  weighted  average price of our
common stock for the five  trading days  immediately  preceding  the  conversion
date. The convertible debenture accrues interest at a rate of 5% per year and is
convertible at the holder's  option.  The convertible  debenture has a term of 3
years. At Limelight's  option, the convertible  debenture may be paid in cash or
converted  into  shares of our  common  stock  unless  converted  earlier by the
holder.  Except  after  an  event  of  default,  as set  forth  in  the  Secured
Convertible  Debenture corner capital partners cannot convert such debenture for
a number  of shares of common  stock of  Limelight  in excess of that  number of
shares which,  upon giving effect to such conversion,  would cause the aggregate
number of  shares  of common  stock  beneficially  held by such  holder  and its
affiliates  to  exceed  4.99%  of the  outstanding  shares  of  common  stock of
Limelight.  We received  $250,000  from the issuance of the Secured  Convertible
Debenture  on  February  17,  2004 and an  additional  $250,000  after  filing a
registration  statement on Form SB-2 with the Securities and Exchange Commission
on May 5, 2004.

      In the absence of outside  financing,  we believe that we have  sufficient
cash to operate for approximately one (1) month.


                                       12
<PAGE>


CERTAIN BUSINESS RISK FACTORS

      WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

      We have a history of losses.  We have  incurred  an  operating  loss since
inception and had an accumulated  deficit of $4,301,196 as of December 31, 2003.
For the years  ended  December  31,  2003 and 2002,  we  incurred  a net loss of
$1,620,765 and  $1,981,664,  respectively.  For the three months ended March 31,
2004, we incurred a net loss of  $2,241,145.  We anticipate  that we will in all
likelihood,  have  to  rely  on  external  financing  for  all  of  our  capital
requirements.  Future  losses  are  likely to  continue  unless we  successfully
implement our business plan, which calls for us to expand  deployment  locations
and to sell advertising time. Our ability to continue as a going concern will be
dependent  upon our  ability  to draw down on the  Standby  Equity  Distribution
Agreement which we have entered into with Cornell Capital Partners.  If we incur
any problems in drawing down the Standby Equity Distribution  Agreement,  we may
experience  significant  liquidity  and  cash  flow  problems.  If  we  are  not
successful in reaching and maintaining  profitable operations we may not be able
to attract  sufficient  capital to continue  our  operations.  Our  inability to
obtain adequate financing will result in the need to curtail business operations
and will likely result in a lower stock price.

      WE HAVE BEEN  SUBJECT  TO A GOING  CONCERN  OPINION  FROM OUR  INDEPENDENT
      AUDITORS

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit opinion issued in connection  with the financial  statements for the years
ended  December  31,  2003 and  December  31,  2002,  relative to our ability to
continue as a going  concern.  Our  ability to obtain  additional  funding  will
determine  our  ability to continue as a going  concern.  Accordingly,  there is
substantial  doubt  about  our  ability  to  continue  as a going  concern.  Our
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

      THERE IS  SUBSTANTIAL  DOUBT  ABOUT OUR  ABILITY  TO  CONTINUE  AS A GOING
      CONCERN DUE TO INSUFFICIENT  REVENUES TO COVER OUR OPERATING COSTS,  WHICH
      MEANS  THAT WE MAY NOT BE ABLE TO  CONTINUE  OPERATIONS  UNLESS  WE OBTAIN
      ADDITIONAL FUNDING

      There is  substantial  doubt  about our  ability  to  continue  as a going
concern due to our  Company's  losses from  operations  and current  liabilities
exceed  current  assets.  We  anticipate  that we will  incur net losses for the
immediate  future. We expect our operating  expenses to increase  significantly,
and, as a result, we will need to generate monthly revenue if we are to continue
as a going concern. To the extent that we do not generate revenue at anticipated
rates, we do not obtain additional  funding,  or that increases in our operating
expenses precede or are not subsequently  followed by commensurate  increases in
revenue,  or that we are unable to adjust operating expense levels  accordingly,
we may not have the  ability to continue on as a going  concern.  Our  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

      WE HAVE A WORKING CAPITAL DEFICIT; WE MAY NEED TO RAISE ADDITIONAL CAPITAL
      TO FINANCE OPERATIONS

      We have relied on significant  external  financing to fund our operations.
As of March 31, 2004, we had $2,113 of cash on hand and our total current assets
were  $2,113.  Our  current  liabilities  were  $713,562.  We will need to raise
additional  capital  to fund  our  anticipated  operating  expenses  and  future
expansion.  Among other things,  external financing may be required to cover our
operating costs. Unless we obtain profitable operations,  it is unlikely that we
will be able to secure  additional  financing from external  sources.  If we are
unable to secure  additional  financing  or we cannot  draw down on the  Standby
Equity  Distribution  Agreement,  we believe  that we have  sufficient  funds to
continue  operations  for  approximately  one month.  We  estimate  that we will
require $3  million  to fund our  anticipated  operating  expenses  for the next
twelve months.  The sale of our common stock to raise capital may cause dilution
to our existing  shareholders.  Our inability to obtain adequate  financing will
result in the need to curtail business operations.  Any of these events would be
materially  harmful to our business  and may result in a lower stock price.  Our
inability  to obtain  adequate  financing  will  result  in the need to  curtail
business  operations  and you could lose your entire  investment.  Our financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                       13
<PAGE>

      OUR  COMMON  STOCK MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
      FLUCTUATE SIGNIFICANTLY

      Our common  stock is  currently  traded on the  Over-the-Counter  Bulletin
Board.  During most of 2003,  our common stock was traded on the "Pink  Sheets".
Prior to this  offering,  there has been a limited  public market for our common
stock and there can be no assurance that an active trading market for our common
stock will develop.  As a result,  this could adversely affect our shareholders'
ability to sell our common stock in short time periods,  or possibly at all. Our
common stock is thinly traded compared to larger, more widely known companies in
our industry.  Thinly traded common stock can be more volatile than common stock
traded  in an active  public  market.  The high and low bid price of our  common
stock for the last two years has been $0.78 and $0.05, respectively.  Our common
stock has  experienced,  and is likely to experience in the future,  significant
price and volume fluctuations,  which could adversely affect the market price of
our common stock without regard to our operating  performance.  In addition,  we
believe that factors such as quarterly fluctuations in our financial results and
changes in the overall  economy or the condition of the financial  markets could
cause the price of our common stock to fluctuate substantially.

      WE MAY NOT BE ABLE TO  ACCESS  SUFFICIENT  FUNDS  WHEN  NEEDED  UNDER  THE
      STANDBY  EQUITY  DISTRIBUTION  AGREEMENT AND THE PRICE OF OUR COMMON STOCK
      WILL AFFECT OUR ABILITY TO DRAW DOWN ON THE  STANDBY  EQUITY  DISTRIBUTION
      AGREEMENT

     We are  dependent  upon  external  financing  to fund our  operations.  Our
financing  needs are  expected to be  provided,  in large  part,  by the Standby
Equity  Distribution  Agreement.  The amount of each  advance  under the Standby
Equity  Distribution  Agreement is $170,000 and a maximum  advance amount in any
30-calendar-day period is $510,000. Because of this maximum advance restriction,
we may not be able to access sufficient funds when needed.

      In  addition,  there is an inverse  relationship  between the price of our
common stock and the number of shares of common stock which will be issued under
the Standby Equity Distribution  Agreement. At a recent stock price of $0.40, we
would have to register 30 million shares of common stock to draw down the entire
$12 million available to us under the Standby Equity Distribution Agreement. Our
Articles of  Incorporation  currently  authorize us to issue 100 million  shares
and, as of May 12,  2004,  we had  51,694,337  shares of common stock issued and
outstanding. Unless we obtain profitable operations, it is unlikely that we will
be able to secure  additional  financing  from  external  sources other than the
Standby Equity Distribution Agreement.  Therefore, if we are unable to draw down
on the Standby  Equity  Distribution  Agreement,  we may be forced to curtail or
cease our business operations.

      OUR  COMMON  STOCK IS DEEMED TO BE "PENNY  STOCK,"  WHICH MAY MAKE IT MORE
      DIFFICULT  FOR   INVESTORS  TO  SELL  THEIR  SHARES  DUE  TO   SUITABILITY
      REQUIREMENTS

      Our common stock is deemed to be "penny  stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities  Exchange Act of 1934. Penny stocks
are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the Nasdaq automated quotation system
            (Nasdaq  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 million (if in continuous operation for less than three years),
            or with  average  revenues  of less than $6.0  million  for the last
            three years.

      Broker/dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to sell  shares to third  parties or to  otherwise  dispose of them.  This
could cause our stock price to decline.

      WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

      Our success  largely  depends on the efforts and  abilities of David Lott,
our  President  and a  member  of the  Board  of  Directors.  Mr.  Lott has been
instrumental in securing our existing financing  arrangements.  Mr. Lott is also
primarily  responsible for the strategic  direction and policy  determination of
Limelight.  The loss of the  services  of Mr.  Lott  could  materially  harm our
business  because  of the  cost  and  time  necessary  to  recruit  and  train a
replacement.  Such a loss  would  also  divert  management  attention  away from
operational issues. We do not presently maintain a key-man life insurance policy
on Mr. Lott.


                                       14
<PAGE>


      In addition,  in order to implement our business strategy, we believe that
we will need to attract and retain  additional  administrative  support staff as
Limelight grows.

      WE MAY BE UNABLE TO MANAGE GROWTH

      Successful  implementation  of our business strategy requires us to manage
our  growth.  Growth  could place an  increasing  strain on our  management  and
financial resources. To manage growth effectively, we will need to:

      o     Establish definitive business strategies, goals and objectives.

      o     Maintain a system of management controls.

      o     Attract and retain qualified personnel,  as well as, develop,  train
            and manage management-level and other employees.

      If we fail to manage  our  growth  effectively,  our  business,  financial
condition or operating results could be materially  harmed,  and our stock price
may decline.

      WE EXPECT INTENSE COMPETITION IN OUR INDUSTRY

     Many of our competitors  have  significantly  greater name  recognition and
financial and other resources.  If we are unable to compete  effectively against
our competitors,  we will be forced to curtail or cease our business operations.
Our main competitors are National Cinema Network, Regal Entertainment and Screen
Vision. In addition,  any delays in our ability to access  sufficient  financing
when needed could allow our  competitors to increase their market share and make
it more difficult for Limelight to obtain profitable operations.

      FUTURE  ACQUISITIONS  MAY DISRUPT OUR BUSINESS  AND DEPLETE OUR  FINANCIAL
      RESOURCES

      Any future  acquisitions  we make could disrupt our business and seriously
harm our financial condition. We intend to consider investments in complementary
companies,  products and  technologies.  At this time,  we have no agreements to
acquire any complementary companies,  products or technologies.  In the event of
any future acquisitions, we may:

      o     Increase  our  authorized  capital  stock and issue stock that would
            dilute our current stockholders' percentage ownership;

      o     incur debt;

      o     assume liabilities;

      o     incur amortization expenses related to goodwill and other intangible
            assets; or

      o     incur large and immediate write-offs.

      The use of debt or leverage to finance our future acquisitions could allow
us to  make  acquisitions  with an  amount  of cash  in  excess  of what  may be
currently  available to us. If we use debt to leverage up our assets, we may not
be able to meet our debt  obligations if our internal  projections are incorrect
or if there is a market  downturn.  This may result in a default and the loss in
foreclosure  proceedings of the acquired business or the possible  bankruptcy of
our business.

      Our operation of any acquired  business will also involve  numerous risks,
including:

      o     integration  of the  operations  of the  acquired  business  and its
            technologies or products;

      o     unanticipated costs;

      o     diversion of management's attention from our core business;


                                       15
<PAGE>


      o     adverse effects on existing  business  relationships  with suppliers
            and customers;

      o     risks  associated  with  entering  markets in which we have  limited
            prior experience; and

      o     potential loss of key employees, particularly those of the purchased
            organizations.


      THE STANDBY EQUITY DISTRIBUTION  AGREEMENT COULD HAVE AN ADVERSE EFFECT ON
      OUR ABILITY TO MAKE ACQUISITIONS WITH OUR COMMON STOCK

      We cannot predict the actual number of shares of common stock that will be
issued pursuant to the Standby Equity Distribution  Agreement,  in part, because
the  purchase  price of the shares will  fluctuate  based on  prevailing  market
conditions  and we have not determined the total amount of advances we intend to
draw.  It may be necessary  for our  shareholders  to approve an increase in our
authorized common stock for us to register  additional shares of common stock in
order to have sufficient  authorized shares available to make acquisitions using
our common  stock.  As we issue shares of common  stock  pursuant to the Standby
Equity Distribution  Agreement,  we may not have sufficient shares of our common
stock available to successfully attract and consummate future acquisitions.

      OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

      Our revenue  model is new and  evolving,  and we cannot be certain that it
will be successful. Our ability to generate revenue depends, among other things,
on our  ability to  leverage  Limelight's  technology  in the media  advertising
market.  The  potential  profitability  of  this  business  model  is  unproven.
Accordingly,  we cannot assure you that our business model will be successful or
that we can sustain revenue growth or achieve or sustain  profitability.  If our
business model is not successful we could be forced to curtail our operations.

      MANAGEMENT OF LIMELIGHT CONTROLS  APPROXIMATELY 34% OF OUR COMMON STOCK ON
      A FULLY  DILUTED  BASIS AND SUCH  CONCENTRATION  OF OWNERSHIP MAY HAVE THE
      EFFECT OF DELAYING OR PREVENTING A CHANGE OF CONTROL OF OUR COMPANY

      David Lott, our President and a Director,  beneficially owns approximately
34% of  Limelight's  outstanding  common stock on a  fully-diluted  basis.  As a
result,   Mr.  Lott  will  have  significant   influence  in  matters  requiring
stockholder  approval,  including  the  election and removal of  directors,  the
approval   of   significant   corporate   transactions,   such  as  any  merger,
consolidation or sale of all or substantially all of Limelight's assets, and the
control  of  the  management  and  affairs  of  Limelight.   Accordingly,   such
concentration  of  ownership  may have the  effect  of  delaying,  deferring  or
preventing a change in control of Limelight,  impeding a merger,  consolidation,
takeover or other business  combination  involving  Limelight or  discouraging a
potential acquirer from attempting to obtain control of Limelight.

      IF WE ARE UNABLE TO SUCCESSFULLY  DEVELOP THE TECHNOLOGY NECESSARY FOR OUR
      SERVICES,  WE WILL NOT BE ABLE TO BRING OUR  SERVICES TO MARKET AND MAY BE
      FORCED TO REDUCE OR CEASE OPERATIONS

      Our ability to commercialize  our services is dependent on the advancement
of existing  technology.  In order to obtain and  maintain  market share we will
continually be required to keep up with advances in technology. We cannot assure
you that our  efforts  will  result  in our  services  being  upgraded  with any
advances  in  technology.  We  cannot  assure  you  that we will  not  encounter
unanticipated  technological  obstacles,  which  either delay or prevent us from
completing the development of our services.  Any such failures could cause us to
reduce or cease our operations.

      WE MAY NOT BE ABLE TO KEEP  UP WITH  RAPID  TECHNOLOGICAL  CHANGES,  WHICH
      COULD RENDER OUR PRODUCTS AND PROCESSES OBSOLETE

      Our industry is characterized by rapid  technological  change,  changes in
customer  requirements  and  preferences,   frequent  introduction  of  services
embodying  new  technologies  and the  emergence of new industry  standards  and
practices that could render our existing  technology and systems  obsolete.  Our
future   success  will  depend  on  our  ability  to  enhance  and  improve  the
functionality,  accessibility  and features of our services.  We expect that our
marketplace will require  extensive  technological  upgrades and enhancements to
accommodate new services that we anticipate will be added to our marketplace. We
cannot assure you that we will be able to expand and upgrade our  technology and
systems, or successfully integrate new technologies or systems we develop in the
future, to accommodate such increases in a timely manner.


                                       16
<PAGE>


      Currently,  the software  platform  utilized by Limelight is provided by a
single source.  We cannot assure you that he provider will  continually  upgrade
and improve the  software  platform  for us to compete in the  marketplace.  Any
failures or  deficiencies  in our software  platform could cause us to reduce or
cease our operations.

CHANGE IN TECHNOLOGY ENVIRONMENT AND ACCESS

      Limelight  is utilizing  existing  technology,  which we license,  for our
operations.  Limelight has developed software and systems to compliment existing
technology and provide flexibility if existing  technology changes.  There is no
assurance that the existing technology will perform in a standard sufficient for
Limelight  to maintain  competitiveness  or be available at the time the company
anticipates a need.

LACK OF MARKET FOR MEDIA PLACEMENT

      Limelight has no assurance that the  advertising  opportunities  for media
buyers will be accepted.  If the  advertising  revenue is not realized,  then we
will not be able to maintain  operations for a sufficient period of time for the
other revenue  sources to provide enough revenue for the Company to operate.  If
we fail to  recognize  advertising  revenue,  we could be forced to  reduced  or
curtail our operations.

SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE MARKET PRICE

      All of the  approximate  22,335,665  shares  of  common  stock  which  are
currently  held,  directly  or  indirectly,  by  management  have been issued in
reliance on the private  placement  exemption  under the Securities Act of 1933.
Such shares will not be available for sale in the open market  without  separate
registration  except in reliance upon Rule 144 under the Securities Act of 1933.
In general, under Rule 144 a person, or persons whose shares are aggregated, who
has beneficially owned shares acquired in a non-public  transaction for at least
one year,  including  persons  who may be deemed  affiliates  of  Limelight,  as
defined,  would be entitled to sell within any three-  month  period a number of
shares that does not exceed the greater of 1% of the then outstanding  shares of
common stock,  or the average  weekly  reported  trading  volume during the four
calendar weeks preceding such sale,  provided that current public information is
then  available.   If  a  substantial  number  of  the  shares  owned  by  these
shareholders were sold under Rule 144 or a registered offering, the market price
of the common stock could be adversely affected.

ITEM 3. CONTROLS AND PROCEDURES

(a)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  the Company  carried out an
evaluation,  under the supervision and with the  participation  of the Company's
Principal   Executive   Officer  and  Principal   Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
of period covered.

(b)      CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's  internal controls during the
Company's last fiscal quarter,  the Company's  Principal  Executive  Officer and
Principal  Financial  Officer have  determined  that there are no changes to the
Company's  internal  controls  over  financial  reporting  that  has  materially
affected,  or is reasonably likely to materially  effect, the Company's internal
controls over financial reporting.


                                       17
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      Pending in the State Court of  Cherokee  County,  Georgia,  is case number
02-SC-1082, styled D & D Management, Inc. v. Multinet International, Inc., d/b/a
Limelight Media Group,  Inc, Inc., and David V. Lott, filed September 9, 2002. D
& D  Management,  Inc.  is alleging it entered  into a loan  agreement  with the
Company in February of 2002 for fifty-four  thousand dollars  ($54,000.00) which
has not been repaid.  The Company is defending on the basis that it issued D & D
Management,  Inc.  a  total  of  89,000  shares  in lieu  of  repayment  and for
settlement. D & D Management, Inc. is responding that the shares were issued for
consulting  services.  The Company denies  services were rendered The Company is
pursuing settlement  negotiations and has recognized as a potential liability of
approximately  twenty-five thousand dollars  ($25,000.00).  No known motions are
outstanding and the matter remains pending.

      There is litigation threatened regarding Clickplay,  Inc. Clickplay,  Inc.
has alleged claims against the Company for non-payment of deposits  related to a
consulting  services  agreement.  The  Company  was  unable to  secure  adequate
financial  backing to engage  Clickplay,  Inc. and no services  were rendered by
Clickplay,  Inc. However,  Clickplay, Inc. claims deposits totaling ninety-three
thousand dollars  ($93,000.00) remain due.  Clickplay,  Inc. filed suit February
19, 2002, in the Circuit Court of Tennessee for the Thirtieth  Judicial  Circuit
at Memphis in an action styled Clickplay,  Inc. v. Limelight,  Inc., case number
00092502D.5AD.  A default  judgment  was  entered  in favor of  Clickplay,  Inc.
against Limelight, Inc., however, execution of the judgment upon the Company has
not occurred due to jurisdictional  defects stemming from the  misidentification
of the defendant. The Company intends to fully defend against the claim upon all
available grounds.

      Pending in the Circuit Court of Tennessee, is case # CT-006990-03,  styled
Terrance Lall,  Lester Hall and Heath Wilson vs.,  Limelight  Media Group,  Inc,
formerly known as Showintel  Networks,  Inc, David V. Lott and the David V. Lott
Living Trust,  filed December 16, 2003. Mr. Lall, et. al., is alleging breach of
contract  against  the  defendants  and  seeks (1) an order  declaring  that the
plaintiffs are not in breach of a stock purchase agreement to purchase 5,000,000
shares of common stock,  (2) that the plaintiffs  have lawfully  exercised their
rights  under the stock  purchase  agreement  to  withhold  the balance of their
investment at this time,  (3) that the  plaintiffs are entitled to the 5,000,000
shares  of common  stock  and an  additional  1,000,000  shares of common  stock
pursuant to a  consulting  agreement,  (4) that Mr. Lall holds the proxy to vote
17,000,000 shares of common stock held by David V. Lott and/or the David V. Lott
Living  Trust  and (50  payment  under an  employment  agreement  for the sum of
$15,000 per month plus benefits.  According to the  complaint,  Mr. Lall entered
into a stock purchase agreement,  employment  agreement and consultant agreement
with the Company on October 27,  2003.  According  to the  agreements,  Mr. Lall
entered an  agreement  to purchase  shares in the Company for an  investment  of
$150,000 with a right for further investments.  Additionally,  Mr. Lall contends
that he was entitled to an employment and consulting agreement. Mr. Lall attests
that he performed  according to the  contracts.  Limelight  is  challenging  the
lawsuit and intends to vigorously defend against the lawsuit. The Company denies
receiving the funds despite  delivering  the stock to Mr. Lall  according to the
stock purchase agreement. Limelight has filed a defense and counterclaim against
Mr. Lall for damages and failure to perform.  The counterclaim  seeks damages in
excess of $9,000,000.00.

      On Dec 31,  2004,  Mr.  David V. Lott,  President  and CEO of the Company,
filed for protection  under US Bankruptcy  Code Chapter 13, in the United States
Bankruptcy Court,  Western District of Tennessee,  Western Division.  On Dec 17,
2004,  Mr. Lott was forced to  repurchase  shares  distributed  to LaJolla  Cove
Investors  and Mammoth Corp.  under terms of agreements  between the Company and
the two  parties.  As  senior  officer,  Mr.  Lott was  required  to  personally
guarantee the agreements when originally  executed.  While the repurchase of the
shares prevented the parties from liquidating the shares in the open market, the
repurchase also prevented Mr. Lott from honoring personal obligations  therefore
Mr. Lott was forced to seek protection.


                                       18
<PAGE>


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a) None.

      (b) None.

     (c) As of February 17, 2004, we issued a Secured  Convertible  Debenture to
Cornell Capital  Partners in the principal  amount of $500,000.  The convertible
debenture  is  convertible  into shares of our common stock as a price per share
that is equal to the lesser of: (i) an amount  equal to 120% of the  closing bid
price of our common stock as of the date of the convertible debenture or (ii) an
amount equal to 80% of the average of the lowest daily volume  weighted  average
price of our common stock for the five trading days  immediately  preceding  the
conversion date. The convertible  debenture accrues interest at a rate of 5% per
year and is convertible at the holder's option. The convertible  debenture has a
term of 3 years.  Limelight's  option, the convertible  debenture may be paid in
cash or converted  into shares of our common stock unless  converted  earlier by
the  holder.  Except  after an event of  default,  as set  forth in the  Secured
Convertible  Debenture  be entitled to convert  such  debenture  for a number of
shares of common stock of  Limelight  in excess of that number of shares  which,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of common stock  beneficially  held by such holder and its  affiliates to
exceed 4.99% of the outstanding shares of common stock of Limelight. We received
$250,000 from the issuance of the Secured Convertible  Debenture on February 17,
2004, and an additional  $250,000 after filing a registration  statement on Form
SB-2 with the Securities and Exchange Commission on May 5, 2004.

      (d) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.

ITEM 5. OTHER INFORMATION

      Not applicable.


                                       19
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (A)   EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO.            DESCRIPTION                                          LOCATION
---            -----------                                          --------
<S>            <C>                                                  <C>

    31.1       Officer's Certificate Pursuant to Section 302        Provided herewith

    31.2       Officer's Certificate Pursuant to Section 302        Provided herewith

    32.1       Certification Pursuant to 18 U.S.C. Section 1350     Provided herewith
               as Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

    32.2       Certification Pursuant to 18 U.S.C. Section 1350     Provided herewith
               as Adopted Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
</TABLE>


      (B)   REPORTS ON FORM 8-K.

      No reports on Form 8-K were filed during the quarterly  period ended March
31, 2004.


                                       20
<PAGE>


                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date:    May 17, 2004              LIMELIGHT MEDIA GROUP, INC.

                                   By:/s/  David V. Lott
                                      --------------------------------------
                                      David V. Lott
                                      Chief Executive Officer, President and
                                      Director

                                   By:/s/  John Fraier
                                      --------------------------------------
                                      John Fraier
                                      Chief Financial Officer and Principal
                                      Accounting Officer


                                       21