**UNITED
STATES SECURITIES AND EXCHANGE COMMISSION**
 WASHINGTON,
D.C. 20549
 **Form
10-QSB**
 
 (Mark
One)

x
    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
For the
period ended March 31, 2005

o
    TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
For the
transition period from _______ to _______.
 Commission
File Number 0-09358
  
 LIMELIGHT
      MEDIA GROUP, INC.(Exact
      name of small business issuer as specified in its
  charter)
 
 Nevada
    
    88-0441338(State
      or other jurisdiction of
      (incorporation or organization)
    
    (I.R.S.
      Employer Identification
      No.)
 
 8000
Centerview Parkway, Suite 115
 Memphis,
TN
 _______________________
 (Address
of principal executive offices)
 
 (901)
757-0195
 (Issuer's
telephone number)
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
 As of May
20, 2005, 132,525,161 shares of
the issuer's common stock, $.001 par value per share, were
outstanding.
 
 Transitional
Small Business Disclosure Format (check one): Yes o No x
 
 
 
  *When
used in this Report, the words "believes", "anticipates", "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those projected.*
 
 *Our
business and results of operations are affected by a wide variety of factors
that could materially and adversely affect our company and our actual results,
including, but not limited to: (1) the availability of additional funds to
enable us to successfully pursue our business plan; (2) the uncertainties
related to the effectiveness of our technologies and the development of our
products and services; (3) our ability to maintain, attract and integrate
management personnel; (4) our ability to complete the development of our
proposed services in a timely manner; (5) our ability to effectively market and
sell our services to current and new customers; (6) our ability to negotiate and
maintain suitable strategic licenses and corporate relationships; (7) the
intensity of competition; and (8) general economic conditions. As a result of
these and other factors, we may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect our business, financial condition, operating results and stock
price.*
 
 *These
forward-looking statements speak only as of the date hereof. We undertake no
obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.*
  
  PART I.
FINANCIAL INFORMATION
 
 ITEM 1.
FINANCIAL STATEMENTS.
 LIMELIGHT
MEDIA GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
BALANCE SHEET
 MARCH 31,
2005
 (UNAUDITED)
 
 ASSETSCurrent
      assetsCash
    
    $
    48,586Accounts
      receivable
    
    
    346Total
      current assets
    
    
    48,932Fixed
      assets, net
    
    
    172,478Other
      assets
    
    
    21,020Total
      assets
    
    $
    242,430LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
    
    $
    262,449Due
      to related parties
    
    
    490,638Convertible
      loan payable
    
    
    10,000Loans
      payable
    
    
    25,000Other
      liabilities
    
    
    217,087Total
      current liabilities
    
    
    1,005,174Total
      liabilities
    
    
    1,005,174Commitments
      and contingencies
    
    
    --Stockholders'
      deficitCommon
      stock - $.001 par value, 250,000,000 shares authorized, 131,759,160 shares
      issued and 119,989,228 shares outstanding
    
    
    119,988Additional
      paid-in capital
    
    
    8,669,570Cash
      equivalent credit paid in common stock
    
    
    (125,000
    )Accumulated
      deficit
    
    
    (9,427,302
    )Total
      stockholders' deficit
    
    
    (762,744
    )Total
      liabilities and stockholders' deficit
    
    $
    242,430
 See
Accompanying Notes to Financial Statements
 1
  LIMELIGHT
MEDIA GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF OPERATIONS
 (UNAUDITED)
 
 
 For
      the ThreeMonths EndedMarch 31,
    2005
    
    For
      the ThreeMonths EndedMarch 31,
    2004
    
    For
      the PeriodFrom April 19, 2001(Inception)
      throughMarch 31, 2005Revenue
    
    $
    --
    
    $
    --
    
    $
    140,466Cost
      of revenue
    
    
    --
    
    
    --
    
    
    80,085Gross
      profit
    
    
    --
    
    
    --
    
    
    60,381General
      and administrative expensesBad
      debt
    
    
    --
    
    
    --
    
    
    16,863Consulting
      fees
    
    
    1,364
    
    
    1,346,116
    
    
    5,267,918Depreciation
    
    
    16,137
    
    
    7,301
    
    
    122,651Loss
      related to rescission of UniGuest acquisition
    
    
    --
    
    
    --
    
    
    24,669Bad
      debt related to note receivable
    
    
    --
    
    
    --
    
    
    169,030Bad
      debt related to due from UniGuest
    
    
    --
    
    
    --
    
    
    25,000Other
      general and administrative expenses
    
    
    96,659
    
    
    516,997
    
    
    2,660,732Total
      general and administrative expenses
    
    
    114,160
    
    
    1,870,414
    
    
    8,286,863Loss
      from operations
    
    
    (114,160
    )
    
    (1,870,414
    )
    
    (8,226,482
    )Other
      income (expense)Interest
      income
    
    
    --
    
    
    --
    
    
    4,960Gain
      on sale of fixed asset
    
    
    --
    
    
    --
    
    
    1,123Release
      of escrow shares
    
    
    (31,213
    )
    
    --
    
    
    (31,213
    )Gain
      (loss) related to settlements and judgments
    
    
    5,450
    
    
    --
    
    
    (164,938
    )Other
      income
    
    
    2,647
    
    
    --
    
    
    2,647Interest
      expense
    
    
    (516,250
    )
    
    (370,731
    )
    
    (1,013,399
    )Loss
      before provision for income taxes
    
    
    (653,526
    )
    
    (2,241,145
    )
    
    (9,427,302
    )Income
      tax provisions
    
    
    --
    
    
    --
    
    
    --Net
      loss
    
    $
    (653,526
    )
    $
    (2,241,145
    )
    $
    (9,427,302
    )Basic
      and diluted loss per common share
    
    $
    (0.01
    )
    $
    (0.05
    )
    $
    (0.28
    )Basic
      and diluted weighted average common shares outstanding
    
    
    110,398,072
    
    
    47,731,685
    
    
    33,834,520
 See
Accompanying Notes to Financial Statements
  2
  LIMELIGHT
MEDIA GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENT OF STOCKHOLDERS' DEFICIT
 
 Common
      stockNumberof Shares
    
    Amount
    
    AdditionalPaid-in capital
    
    Loan
      FeesRelated to
      Standby
      Equity
      Distribution
      Agreement
    
    CashEquivalentCredit Paid in
      Common
      Stock
    
    Accumulated
      Deficit
    
    TotalStockholders'DeficitBalance,
      December 31, 2004
    
    
    89,137,200
    
    
    89,136
    
    
    6,706,872
    
    
    (276,192
    )
    
    (125,000
    )
    
    (8,773,776
    )
    
    (2,378,960
    )Issuance
      of common stock for due to related parties and convertible loan payable -
      related party (including interest of $130,762), weighted average $0.06 per
      share
    
    
    18,528,468
    
    
    18,989
    
    
    1,115,208
    
    
    --
    
    
    --
    
    
    --
    
    
    1,134,197Issuance
      of common stock in satisfaction of accounts payable (including interest of
      $312,819), weighted average $0.09 per share
    
    
    4,444,164
    
    
    4,444
    
    
    375,196
    
    
    --
    
    
    --
    
    
    --
    
    
    379,640Issuance
      of common stock in satisfaction of loans payable (including interest of
      $56,000 and accrued interest of $1,300), weighted average $0.08 per
      share
    
    
    1,470,000
    
    
    1,470
    
    
    110,330
    
    
    --
    
    
    --
    
    
    --
    
    
    111,800Issuance
      of common stock in satisfaction of convertible debenture (including
      accrued interest of $18,497), $0.03 per share
    
    
    3,541,537
    
    
    3,542
    
    
    89,955
    
    
    --
    
    
    --
    
    
    --
    
    
    93,497Issuance
      of common stock for return of warrants, $0.07 per share
    
    
    100,000
    
    
    100
    
    
    6,450
    
    
    --
    
    
    --
    
    
    --
    
    
    6,550Release
      of escrow shares related to termination of Standby Equity Distribution
      Agreement, $0.04 per share
    
    
    867,030
    
    
    867
    
    
    30,346
    
    
    --
    
    
    --
    
    
    --
    
    
    31,213Reversal
      of amortization of loan fees and removal of convertible fee debenture
      related to Standby Equity Distribution Agreement pursuant to termination
      of the Standby Equity Distribution Agreement
    
    
    --
    
    
    --
    
    
    63,808
    
    
    276,192
    
    
    --
    
    
    --
    
    
    340,000Issuance
      of common stock in satisfaction of other liabilities, $0.20 per
      share
    
    
    500,000
    
    
    500
    
    
    99,500
    
    
    --
    
    
    --
    
    
    --
    
    
    100,000Cashless
      exercise of warrants granted in satisfaction of loan payable (including
      interest of $4,845)
    
    
    990,000
    
    
    990
    
    
    63,855
    
    
    --
    
    
    --
    
    
    --
    
    
    64,845Issuance
      of common stock for interest, $0.08 per share
    
    
    100,000
    
    
    100
    
    
    7,900
    
    
    --
    
    
    --
    
    
    --
    
    
    8,000Cancellation
      of common stock
    
    
    (150,000
    )
    
    (150
    )
    
    150
    
    
    --
    
    
    --
    
    
    --
    
    
    --Net
      loss
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    --
    
    
    (653,526
    )
    
    (653,526
    )Balance,
      March 31, 2005 (UNAUDITED)
    
    
    119,528,399
    
    $
    119,988
    
    $
    8,669,570
    
    $
    --
    
    $
    (125,000
    )
    $
    (9,427,302
    )
    $
    (762,744
    )
 See
Accompanying Notes to Financial Statements
  3
  LIMELIGHT
MEDIA GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 For
      the ThreeMonths EndedMarch 31,
    2005
    
    For
      the ThreeMonths EndedMarch 31,
    2004
    
    For
      the PeriodFrom April 19, 2001(Inception)
      throughMarch 31, 2005Cash
      flows from operating activities:Net
      loss
    
    $
    (653,526
    )
    $
    (2,241,145
    )
    $
    (9,427,302
    )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      based compensation
    
    
    37,763
    
    
    1,471,631
    
    
    4,114,492Stock
      based compensation related to interest
    
    
    512,426
    
    
    --
    
    
    724,106Depreciation
    
    
    16,137
    
    
    7,301
    
    
    122,651Beneficial
      conversion feature of loans payable and debenture
    
    
    --
    
    
    174,842
    
    
    174,842Bad
      debt related to note and related interest receivable
    
    
    --
    
    
    --
    
    
    169,030Bad
      debt related to due from UniGuest
    
    
    --
    
    
    --
    
    
    25,000Loss
      related rescission of UniGuest acquisition
    
    
    --
    
    
    --
    
    
    24,669Loss
      related to settlement paid in common stock
    
    
    --
    
    
    **--**
    
    
    60,000Amortization
      of loan fees paid in common stock
    
    
    --
    
    
    --
    
    
    114,220Gain
      on sale of fixed assets
    
    
    --
    
    
    --
    
    
    (1,123
    )Accrual
      of due to related parties
    
    
    --
    
    
    --
    
    
    779,382Changes
      in operating assets and liabilities:Change
      in accounts receivable
    
    
    --
    
    
    --
    
    
    (36,048
    )Change
      in interest receivable
    
    
    --
    
    
    --
    
    
    (4,769
    )Change
      in other assets
    
    
    (17,700
    )
    
    --
    
    
    (21,020
    )Change
      in accounts payable and accrued expenses
    
    
    210
    
    
    106,443
    
    
    370,893Change
      in other liabilities
    
    
    34,000
    
    
    5,333
    
    
    398,035Net
      cash used by operating activities
    
    
    (70,690
    )
    
    (475,595
    )
    
    (2,412,942
    )Cash
      flows from investing activities:Loan
      made related to note receivable
    
    
    --
    
    
    --
    
    
    (144,261
    )Sale
      of fixed assets
    
    
    --
    
    
    --
    
    
    3,950Decrease
      in cash due to rescission of acquisition
    
    
    --
    
    
    --
    
    
    (15,432
    )Purchase
      of fixed assets
    
    
    (2,344
    )
    
    (14,496
    )
    
    (301,948
    )Net
      cash used by investing activities
    
    
    (2,344
    )
    
    (14,496
    )
    
    (457,691
    )Cash
      flows from financing activities:Change
      in due to related parties
    
    
    11,347
    
    
    22,671
    
    
    1,143,494Advance
      from convertible loans payable - related parties
    
    
    --
    
    
    --
    
    
    52,500Proceeds
      from loans payable
    
    
    110,000
    
    
    --
    
    
    410,000Principal
      payments on loans payable
    
    
    --
    
    
    (5,000
    )
    
    (135,500
    )Advance
      from convertible loans payable
    
    
    --
    
    
    --
    
    
    10,000Proceeds
      from convertible debentures
    
    
    --
    
    
    250,000
    
    
    500,000Proceeds
      from issuance of common stock
    
    
    --
    
    
    209,167
    
    
    938,725Net
      cash provided by financing activities
    
    
    121,347
    
    
    476,838
    
    
    2,919,219Net
      change in cash
    
    
    48,313
    
    
    (13,253
    )
    
    48,586Cash,
      beginning of period
    
    
    273
    
    
    15,366
    
    
    --Cash,
      end of period
    
    $
    48,586
    
    $
    2,113
    
    $
    48,586Supplementary
      cash flow information:Cash
      payments for income taxes
    
    $
    --
    
    $
    --
    
    $
    --Cash
      payments for interest
    
    $
    --
    
    $
    --
    
    $
    --
 See
Accompanying Notes to Financial Statements
  4
  LIMELIGHT
MEDIA GROUP, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 CONDENSED
STATEMENTS OF CASH FLOWS (CONTINUED)
 (UNAUDITED)
 
 For
      the ThreeMonths EndedMarch 31,
    2005
    
    For
      the ThreeMonths EndedMarch 31,
    2004
    
    For
      the PeriodFrom April 19, 2001(Inception)
      throughMarch 31, 2005Schedule
      of non-cash operating, investing and financing activities:Issuance
      of 2,548,893 shares of common stock in satisfaction of other
      liabilities
    
    $
    --
    
    $
    80,948
    
    $
    80,948Issuance
      of 500,000 shares of common stock in satisfaction satisfaction of other
      liabilities
    
    $
    100,000
    
    $
    --
    
    $
    100,000Issuance
      of 3,541,537 shares of common stock in satisfaction of convertible
      debenture (including accrued interest of $18,497)
    
    $
    93,497
    
    $
    --
    
    $
    93,497Issuance
      of 18,528,468 shares of common stock in satisfaction of due to related
      parties ($993,435) and convertible loans payable - related party ($10,000)
      (excluding interest of $130,762)
    
    $
    1,003,435
    
    $
    --
    
    $
    1,003,435Issuance
      of 4,444,164 shares of common stock in satisfaction of accounts payable
      (excluding interest of $312,819)
    
    $
    66,821
    
    $
    --
    
    $
    66,821Issuance
      of 1,470,000 shares of common stock in satisfaction of loans payable
      (excluding interest of $56,000 and including accrued interest of $1,300)
    
    $
    55,800
    
    $
    --
    
    $
    55,800Reversal
      of amortization of loan fees and removal of convertible fee debenture
      distribution agreement pursuant to termination of the Standby Equity
      Distribution Agreement
    
    $
    340,000
    
    $
    --
    
    $
    340,000
 See
Accompanying Notes to Financial Statements
  5
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE 1 -
BASIS OF PRESENTATION
 
 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.
 
 Limelight
is a Tennessee-based, publicly traded company (LMMG.OB) that has developed a
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 company focuses on two general markets:
point of decisions and captive audience. Historically, the company has
emphasized a captive audience network in movie theater lobbies. In 2004, the
company began developing other markets. The company is currently developing a
mall based captive audience network utilizing sponsor driven themed soft zones
and point of sale advertising opportunities on DVD rental machines.. During the
third quarter the company entered an agreement to provide content management and
advertising sales for a digital signage systems in grocery stores.. By
diversifying the markets the company may realize revenue from multiple sources.
 
 Limelight
has developed a system to distribute digitally advertisements, marketing
messages and entertainment video content via broadband connection for viewing in
public locations such as movie theater lobbies, on theater screens and in retail
locations as convenience stores, grocery stores and malls. . The Content
Management System, 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 previous 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. Revenue is derived from advertising sales,
sponsorships, subscription agreements, equipment sales, maintenance and
installation fees and content development fees.
 
 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. Depending on the agreement, Limelight
may provide the equipment at no cost to the location partner and share in the
revenue or the partner may purchase the equipment and pay a monthly fee to
Limelight for sales and administration. The system is connected via a telephone
line or broadband internet to Limelight’s video and content management servers.
Limelight generally provides the programming and markets the network space to
potential advertisers. These advertising revenues pay for the cost of
installation and administration of the network and programming. The location
partner may receive a
portion of the revenue generated from advertising sales on a negotiated basis
depending on their level of involvement in the payment of the system.
 
 5
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


Advertising
is presented on single or multiple screens installed by the company at the
location. The displays are typically located above the concession stands,
register checkout lanes or main corridors, which are considered to be the ideal
locations to attract the attention of patrons who are entering and leaving the
location.
 
 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,
2005 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, 2004 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 -
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 SFAS No. 123, “Accounting for
Stock-Based Compensation”. SFAS No 123 requires the recognition of compensation
cost using a fair value based method whereby compensation cost is measured at
the grant date based on the value of the award and is recognized over the
service period, which is usually the vesting period. The Company uses the
Black-Scholes pricing model to calculate the fair value of options and warrants
issued to non-employees. Stock issued for compensation to both employees and
non-employees is valued using the market price of the stock on the date of
the related agreement.
 
 The
Company granted no warrants or options to employees for compensation for the
three months ended March 31, 2005 and 2004. All stock issued for compensation
was recorded at the fair market value of the stock.
 
 6
 LIMELIGHT
MEDIA GROUP, INC.
(FORMERLY
SHOWINTEL NETWORKS, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)




NOTE 3 -
GOING CONCERN
 
 The
Company incurred a net loss of approximately $9.4 million for the period from
April 19, 2001 (Date of Inception) through March 31, 2005. The Company's current
liabilities exceed its current assets by approximately $1.0 million as of March
31, 2005. The Company’s net cash used by operating activities approximated $3.1
million for the period from April 19, 2001 (Date of Inception) through March 31,
2005. 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.
 
 NOTE 4 -
RELATED PARTY TRANSACTIONS
 
 Due to
related parties - Due to
related parties consists of the following as of March 31, 2005:
 
 Loan
      payable to the Company’s President and majority stockholder, secured by
      the Company’s assets bearing interest at 9% per annum, payable in monthly
      installments of interest only, due on demand
    
    $
    385,307Unreimbursed
      expenses to various employees
    
    
    1,078Unreimbursed
      expenses to the Company’s President and majority Stockholder, unsecured,
      bearing no interest and due on demand
    
    
    69,391Unreimbursed
      expenses to various stockholders, unsecured,bearing
      no interest and due on demand
    
    
    10,600Accrued
      interest on related party loans
    
    
    24,262$
    490,638
 
 Common
stock - During
January 2005, the Company issued 17,878,468 shares of the Company’s common stock
to the President and various stockholders in satisfaction of due to related
parties and a convertible loan payable - related party totaling $969,538 and
$10,000, respectively, excluding interest of $93,559.
  In
February 2004, the Company entered into a Common Stock Purchase Agreement with
an entity to sell 175,000 shares of the Company's common stock for $25,000 in
cash and an additional 175,000 shares for consulting services totaling $153,500.
In addition, if the open market price on the closing bid is below fifty cents
for three consecutive days during the thirty days following the effective
registration of the Company's common stock, 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. As of December 31, 2004, the Company and this
stockholder settled for an additional 985,000 shares recorded as a due to
related parties totaling $31,520. These shares were issued in January 2005 as
discussed above.
 
 During
March 2005, the Company issued 650,000 shares of the Company’s common stock to a
stockholder in satisfaction of due to related parties totaling $23,897,
excluding interest of $37,203.
 
 7
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


NOTE 5 -
CONVERTIBLE LOAN PAYABLE
 
 In August
2003, the Company borrowed $10,000 from an individual which matured during
August 2004, unsecured, and bearing interest at 12%. As of March 31, 2005 the
balance of $10,000 is in default and recorded as a current liability. 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.
 
 NOTE 6 -
LOANS PAYABLE
 
 Pending
in the State Court of Cherokee County, Georgia filed September 9, 2002, D&D
Management, Inc. is alleging it entered into a loan agreement with the Company
during February 2002 for $54,000 which has not been repaid. The Company is
defending on the basis that it issued D&D Management, Inc. 89,000 shares of
the Company’s common stock in consideration 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 and is pursuing
settlement negotiations. The Company has recognized a liability of $25,000,
based on management’s estimate of negotiated terms.
 
 NOTE 7 -
STANDBY EQUITY DISTRIBUTION AGREEMENT
 
 During
February 2004, the Company entered into a Standby Equity Distribution Agreement
(“Distribution Agreement”) with Cornell Capital Partners, LLC (“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. The Distribution Agreement
expires in August 2006, subject to certain terms and conditions. Cornell will
retain 5% of each advance under the Distribution Agreement. Additionally, the
Distribution Agreement required 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 below. Furthermore, the Company was required to file a registration
statement on Form SB-2 with the Securities and Exchange Commission (“SEC”) for
the registration of common stock for future issuance related to the Distribution
Agreement. The SEC declared the registration statement effective on August 16,
2004.
 
 Subsequent,
to the effective date of the registration statement, the Company has requested
several funding transactions pursuant to the Distribution Agreement. Cornell has
declined funding several of the requests pursuant to the Distribution Agreement.
However, 867,030 shares of common stock have been placed in escrow and Cornell
has not responded to demands to return the stock.
 
 On
November 5, 2004, the Company requested a meeting with Cornell for the purpose
of redeeming the shares registered under the Distribution Agreement between
Cornell and the Company. On November 12, 2004, the Company presented a formal
notice to Cornell under the terms of the Distribution Agreement giving the
Company the right to redeem the registered shares. On November 23, 2004, the
Company sent a second formal notice under its rights to redeem the shares
pursuant to the debenture agreements. Cornell has not responded to the notices.
In the second formal notice of November 23, 2004, Cornell was informed that its
rights to conversion of the debentures would be denied given that Cornell had
received several notices from The Company since November 8, 2004 to redeem the
shares.
 
 During
January 2005, the Company terminated the Distribution Agreement with
Cornell.
 
 8
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


During
February 2004, pursuant to the Distribution Agreement, 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 was 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. The Company recorded the Debenture as a component of equity
as loan fees related to standby equity distribution agreement to be amortized
over the life of the Distribution Agreement. The Company amortized $63,808
during the year ended December 31, 2004.
 
 Due to
the termination of the Distribution Agreement, the Company does not expect the
Debenture to be satisfied and determined to reverse the prior amortization of
the loan fees, and removed the loan fees against the Debenture. The Company
determined with legal council that payment of the Debenture through conversion
of common stock is not probable due to Cornell declining to fund the Company’s
request pursuant to the Distribution Agreement.
 
 In
addition to the termination, the Company determined the cost of seeking the
return of the remaining 867,030 shares held in escrow by Cornell would exceed
the value of the stock. Accordingly, unless further action is sought by Cornell,
the Company released the shares and recorded an expense for the release totaling
$31,213.
 
 NOTE 8 -
SECURED CONVERTIBLE DEBENTURES
 
 In
February 2004, the Company issued a Secured Convertible Debenture to Cornell
secured by all Company assets. Upon closing, the Company received $250,000. 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 per share($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. In May 2004, the Company issued a second Secured
Convertible Debenture to Cornell totaling $250,000 with the same terms as the
February 2004 Secured Convertible Debenture. The Company recorded the estimated
value of the conversion feature totaling $125,000 to interest
expense.
 
 During
January 2005, the Company converted the remaining principal balance of $75,000
and accrued interest of $18,497 on the convertible debentures into 3,541,537
shares of the Company’s common stock. As of March 31, 2005, the outstanding
balance of the convertible debentures totaled $-0-.
 
 NOTE 9 -
OTHER LIABILITIES
 
 Stock
liability - During
the quarter ended March 31, 2005, the Company entered into several stock sales
with the Potterburg Group to provide cash to cover short term needs. The Company
generally issues the stock for the cash advances, generally within 30 days after
the receipt of the funds by the Company. As of March 31 2005, Potterburg had one
remaining cash advance for $76,000 for which the stock had not been issued on.
Accordingly, the balance of $76,000 is recorded as part of other liabilities in
the accompanying balance sheet as of March 31, 2005 totaling $217,087. (See Note
12 for issuance)
 
 9
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


Common
Stock Purchase Agreement - During
October 2003, the Company entered into a Common Stock Purchase Agreement
(“Purchase Agreement”) with an individual whereby the Company agreed to issue
5,000,000 shares of its common stock in exchange for cash totaling $150,000. The
Purchase Agreement also granted the individual an option to purchase an
additional 3,333,000 shares of the Company’s common stock at $0.03 per share.
 
 During
October 2003, the Company entered into an Employment Agreement with this same
individual, whereby the Company employed the individual as an operations manager
for the term of three years. The individual is entitled to compensation of
$15,000 per month with the option to receive payment in the Company’s common
stock. Such shares would be determined by the bid price on the last day of the
month preceding the date the salary was due. The Employment Agreement terminates
during October 2006. However, the Company at its option may terminate the
agreement but shall pay the individual’s accrued salary, unreimbursed expenses,
and all other compensation and benefits through the first six months or the
termination date, whichever is greater.
 
 Also
during October 2003, the Company entered into a Consulting Agreement with this
same individual whereby the individual would provide other services not set
forth in the Employment Agreement in exchange for 1,000,000 shares of the
Company’s common stock totaling $109,000. The Consulting Agreement terminates
during October 2006.
 
 As of
March 31 2005, the individual paid $30,699 of the total $150,000 required under
the Purchase Agreement. The Company rescinded all agreements with the individual
as the individual did not pay the entire $150,000 as required by the Purchase
Agreement and attempted to return the $30,699. The individual refused to accept
the funds and filed a suit against the Company as discussed in Note 9. The
Company has recorded the $30,699 has part of other liabilities totaling
$217,087.
 
 During
February 2002, a consultant alleged claims against the Company for non-payment
related to a consulting services agreement. The Company was unable to secure
adequate financing to engage the consultant and no services were rendered
however the consultant claims payments totaling $93,000 remain due. A default
judgment was entered in favor of the consultant however execution of the
judgment had not occurred due to misidentification of the Company. During April
2004, execution of the judgment was made whereby the Company was held liable for
the $93,000 plus interest. As of March 31 2005, the total amount owed of
$110,388 has been recorded as part of other liabilities totaling
$217,087.
 
 Eric
Nelson - During
the year ended December 31, 2003, the Company terminated their agreement with
Eric Nelson. Mr. Nelson sued and won a judgment for unpaid services totaling
$42,000.
 
 During
July 2004, the Company received $100,000 from the third party entity who
attempted to exercise Mr. Nelson’s warrants. The original exercise price of the
warrants was $1.50; however as an incentive to the entity to purchase and
exercise the warrants, the Company repriced the exercise price to $0.20. The
third party entity was unable to complete the purchase of the warrants from Mr.
Nelson and the funds were delivered to the Company. Mr. Nelson demanded payment
of his judgment totaling $42,000, as the terms of the agreement to forgive the
remaining debts owed were not followed.
 
 During
February 2005, the Company entered into a settlement agreement with Erik Nelson
whereby the Company agreed to pay $30,000 in satisfaction of the $42,000
liability and a general release of all amounts owed to Mr. Nelson which resulted
in a gain of $12,000 recorded as part of Gain (loss) related to settlement and
judgments. Additionally, the Company and Mr. Nelson entered into a general
release whereby Mr. Nelson surrendered 490,000 Class A warrants and 500,000
Class B warrants to the Company in exchange for 100,000 shares of the Company’s
common stock totaling $6,550 recorded as part of Gain (loss) related to
settlement and judgments.
 
 10
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


During
February 2005, the Company and Lion Partners, LTD (“Lion Partners”) entered into
a promissory note whereby Lion Partners loaned the Company $60,000. The
promissory note is unsecured, bearing an interest rate of 10% per annum, and due
on August 15, 2005. The Company used $30,000 of the proceeds to pay Erik Nelson
as discussed in the above paragraph. Additionally, the Company repriced the
Class A Warrants and Class B Warrants previously held by Mr. Nelson. The
warrants to purchase 990,000 shares of the Company’s common stock were exercised
by Lion Partners as full satisfaction of all obligations of the Company under
the promissory note totaling $60,000. Pursuant to the Black-Scholes Model, the
Company recognized interest expense of $4,845 related to the warrants granted to
Lion Partners.
 
 Other - During
March 2005, the Company issued 500,000 shares of the Company’s common stock in
satisfaction of the $100,000 other liability received during July 2004 which
attempted to exercise Mr. Nelson’s warrants, as discussed above.
 
 NOTE 10 -
STOCKHOLDERS’ DEFICIT
 
 Stock
issuance - During
January and March 2005, the Company issued 4,444,164 shares of its common stock
for accounts payable totaling $66,821 (excluding interest of $312,819) at $0.09
per share.
 
 During
February and March 2005, the Company issued 1,470,000 shares of its common stock
in satisfaction of loans payable totaling $54,500 (excluding interest of $56,000
and accrued interest of $1,300) at $0.08 per share.
 
 During
March 2005, the Company issued 100,000 shares of its common stock for interest
at $0.08 per share.
 
 During
March 2005, the Company cancelled 150,000 shares of its common
stock.
 
 NOTE 11 -
ACQUISITION
 
 During
March 2005, the Company entered into an agreement to acquire 10,200,000 shares
of common stock or 51% of OTR Media (“OTR”), which includes fixed assets and
intellectual property. Management is currently determining the fair value of
this property. As consideration for the 10,200,000 shares, the Company will
assume financial and operational responsibility of OTR commencing on April 15,
2005.
 
 As of
March 31, 2005, liabilities of OTR consists of accounts payable and accrued
liabilities approximating $143,000 and notes payable approximating $75,000. The
Company plans to satisfy these liabilities through the continuing operations of
OTR and the sale of OTR’s fixed assets for approximately $70,000. Additionally,
the Company is negotiating the satisfaction of the notes payable with the
issuance of the Company’s common stock.
 
 11
 
 LIMELIGHT
MEDIA GROUP, INC.
 (FORMERLY
SHOWINTEL NETWORKS, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)


NOTE 12 -
SUBSEQUENT EVENTS
 
 During
April 2005, the Company issued 926,829 shares of common stock in exchange for
the other liability totaling $76,000 (See Note 9).
 
 During
May 2005, the Company cancelled 1,170,000 shares of common stock related to the
IGS agreement as discussed in Note 4 to the financial statements included in the
2004 Form 10-KSB.
 
 During
May 2005, the Company entered into a consulting agreement with Lion Partners.
With the acceptance of the agreement Lion Partners was issued 11,769,932 shares
of common stock at $0.05 per share valued at $588,496. After the issuance Lion
Partners disclosed it was unable to meet its contractual obligations in the
consulting agreement and notified the company they would be returning the shares
issued to them. These shares are still pending receipt by the
Company.
 
 During
May 2005, the Company concluded the consultant involved with the Cornell
transactions, Vintage Filings, had received excess common stock totaling
4,793,000 which were returned.
   12
 
 ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
 
 **General**
 
 The
following discussion and analysis of the financial condition and results of
operations should be read in conjunction with our financial statements and notes
appearing elsewhere in this Report.
 
 **Recent
Developments**
 
 As we
previously reported in a Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 17, 2005, in the fiscal quarter ended March 31,
2005, we acquired 10.2 million shares of common stock of OTR Media, Inc., a
Nevada corporation (“OTR”), representing 51% of the outstanding capital stock of
OTR. OTR is a privately-held company based in Bowling Green, Kentucky that
provides outdoor
advertising services primarily through the placement of mobile billboards on
tractor trailers. The
acquisition was effected pursuant to a Stock Purchase Agreement, dated as of
March 11, 2005, by and between our company and OTR. In consideration for the
shares, we agreed to assume financial and operational control and responsibility
of OTR from and after April 15, 2005.
 
 **Results
of Operations**
 
 ***Revenue.***  For the
three months ended March 31, 2005 and 2004, we had no revenue. During
these periods, we conducted limited operations as we sought funding
opportunities to allow us to fully commence operations and implement our
business strategy. Under our
current business strategy, we plan to sell advertising time on our network of
video displays that we plan to locate within supermarkets and other retail
venues that license their space to us (called ‘location hosts’). Advertisers
will pay us a negotiated fee for our services and we will pay a percentage of
such fee as a license fee to the location hosts that agree to house our video
network equipment.
 
 Management
believes our long-term success will be dependent in large part on our ability to
add new location hosts to enable us to attract more advertisers and increase our
sales of advertising time on our network. However, we believe our ability to add
additional new location hosts is dependent on our ability to obtain additional
capital to fund new business development, purchase equipment and increase our
sales and marketing staff. We are currently in discussions with a number of
supermarket chains and other retailers in an effort to reach agreements under
which we can license space for the installation of our video display network.
While there can be no assurance that we will do so, we believe we will be
successful in negotiating agreements with a number of such chains and other
retailers.
 
 ***Cost
of Revenue.*** Due to
our limited operations as discussed above, we had no cost of revenue for the
three months ended March 31, 2005 and 2004.
 
 ***General
and Administrative Expenses.*** For the
three months ended March 31, 2005, we incurred general and administrative
expenses of $114,160 as compared to $1,870,414 for three months ended March 31,
2004, a decrease of $1,756,254, or approximately 94%. This decrease was
primarily attributable to a decrease
of $1,344,752, or approximately 99%, in the amount of consulting fees we paid,
to $1,364 for the three months ended March 31, 2005 from $1,346,116 for the
three months ended March 31, 2004. Additionally, our other general and
administrative expenses decreased to $96,659 for the three months ended March
31, 2005 from $516,997 for the three months ended March 31, 2004, a decrease of
$420,338, or approximately 81%. Such decreased expenses resulted primarily from
the costs we incurred in the three months ended March 31, 2004 relating to the
issuance and sale of convertible securities and the preparation of a
registration statement under the Securities Act of 1933 relating to the shares
issuable upon conversion of such convertible securities.
  
  ***Interest
Expense.*** For the
three months ended March 31, 2005, we incurred interest expense of $516,250 as
compared to $370,731 for three months ended March 31, 2004, an increase of
$145,519, or approximately 39%.
 
 ***Net
Income (Loss).*** We
incurred a net loss of $653,526 for the three months ended March 31, 2005 as
compared to a net loss of $2,241,145 for the three months ended March 31, 2004.
 
 **Liquidity
and Capital Resources**
 
 At March
31, 2005, we had a cash balance of $48,586. Issuances of convertible debt and
equity securities have been our principal source of liquidity since the
inception of our current line of business in April 2001. We are
still in the early stages of executing our business strategy. Our
current cash levels, together with the cash flows we generate from operating
activities, are not sufficient to enable us to execute our business strategy. As
a result, we intend to seek additional capital through the sale of shares of our
common stock to institutional investors or other ‘accredited investors’ in
private placements. If we are unsuccessful in our efforts to raise additional
capital, our operations would likely continue at their current level, which do
not generate sufficient revenue to meet our expenses. In such event, we may be
forced to liquidate our company.
 
 We are
currently in preliminary discussions with an institutional lender to obtain a
bridge loan in the amount of $1 million. We anticipate that the closing of such
financing will be contingent upon, among other conditions, our execution of
definitive agreements to acquire one or more companies engaged in digital
signage or a related business. There can be no assurance that we will be able to
consummate the proposed financing transaction or any such acquisitions, or that
any such transaction or acquisitions will be consummated on terms favorable to
us. Even if we successfully obtain such bridge financing, any net proceeds will
likely provide us with sufficient working capital to sustain operations for a
period of only nine to 12 months. We will still require additional capital to
effectuate our business strategy of expanding our digital video network by
increasing the number of our location hosts, of which there can be no assurance.
 
 As we
seek and negotiate new financing and acquisition transactions, we anticipate
that our level of operations will be continue to be nominal. In the interim, we
continue to explore new licensing opportunities with potential location hosts in
anticipation of receiving additional capital.
 
 At March
31, 2005, we had liquid assets of $48,932, consisting of cash and accounts
receivable derived from operations. Long-term assets of $193,498 consisted
primarily of computer servers and video display equipment used in operations.
 
 Current
liabilities of $1,005,174 at March 31, 2005 consisted primarily of $753,087 of
accounts payable and accrued expenses, including related party amounts.
  
  Our
working capital deficit was $956,242 as of March 31, 2005 for the reasons
described above.
 
 During
the three months ended March 31, 2005, we used net cash of $70,690 in operating
activities.
 
 During
the three months ended March 31, 2005, we used net cash of $2,344 in investing
activities, primarily for capital expenditures.
 
 Financing
activities, consisting primarily of proceeds from the sale and issuance of
notes, provided net cash of $121,347 during the three months ended March 31,
2005.
    ITEM 3.
CONTROLS AND PROCEDURES.
 
 DISCLOSURE
CONTROLS AND PROCEDURES. Our management, with the participation of our chief
executive officer and chief financial officer, has evaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report. Based
on such evaluation, our chief executive officer and chief financial officer has
concluded that, as of the end of such period, our disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by us in the reports that
it files or submits under the Exchange Act.
 
 INTERNAL
CONTROL OVER FINANCIAL REPORTING. There have not been any changes in our
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the period
covered by this report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
 
  PART II.
OTHER INFORMATION
   ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
 In
January 2005, we issued 777,777 shares of our common stock to a vendor in
satisfaction of outstanding accounts payable of $25,000 (excluding interest of
$10,000). The shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, on the basis
that such issuance did not involve a public offering, no underwriter fees or
commissions were paid in connection with such issuance and such vendor
represented to us that it was an ‘accredited investor’.
 
 In
January 2005, we issued 838,721 shares of our common stock to one of our
directors in satisfaction of indebtedness of $30,193 due under a promissory
note. The shares were issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the
basis that the note was exchanged for shares of our common stock and no
commission or other remuneration was paid for soliciting such exchange.
 
 In
January 2005, we issued 5,022,475 shares of our common stock to our Chief
Executive Officer and Chairman of our board of directors in satisfaction of
indebtedness of $475,382 due under a promissory note. The shares were issued in
reliance on the exemption from registration provided by Section 3(a)(9) of the
Securities Act of 1933, as amended, on the basis that the note was exchanged for
shares of our common stock and no commission or other remuneration was paid for
soliciting such exchange.
  
  In
January 2005, we issued 2,053,125 shares of our common stock to our Chief
Executive Officer and Chairman of our board of directors in satisfaction of
indebtedness of $52,500 (plus interest of $21,412) due under a promissory
note. The shares were issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the
basis that the note was exchanged for shares of our common stock and no
commission or other remuneration was paid for soliciting such exchange.
 
 In
January 2005, we issued 4,766,718 shares of our common stock to six employees in
satisfaction of indebtedness for accrued salaries of $101,875 (plus
interest of $72,146). The shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
on the basis that such issuance did not involve a public offering, no
underwriter fees or commissions were paid in connection with such issuance and
two of such persons were ‘accredited investors’ as defined in Regulation D under
the Securities Act of 1933, as amended, and four of such persons had access
to the same kind of information as would be included in a registration statement
under the Securities Act of 1933, as amended.
 In
January 2005, we issued 372,429 shares of our common stock to a lender upon
conversion of indebtness of $10,000 due under a convertible promissary note. The
shares were issued in reliance on the exemption from registration provided by
Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that the
note was exchanged for shares of our common stock and no commission or other
remuneration was paid for soliciting such exchange.
 In
January 2005, we issued an aggregate of 1,700,000 shares of our common stock to
two lenders in satisfaction of indebtedness of $20,400 due under promissory
notes. The shares were issued in reliance on the exemption from registration
provided by Section 3(a)(9) of the Securities Act of 1933, as amended, on the
basis that the notes were exchanged for shares of our common stock and no
commission or other remuneration was paid for soliciting such
exchanges.
 
 In
January 2005, we issued 3,125,000 shares of our common stock to a vendor in
consideration of services rendered to us valued at $100,000. The shares were
issued in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933, as amended, on the basis that such issuance did
not involve a public offering, no underwriter fees or commissions were paid in
connection with such issuance and such vendor represented to us that it was an
‘accredited investors’ as defined in Regulation D under the Securities Act of
1933, as amended.
 
 In
February 2005, we issued 145,000 shares of our common stock to a lender in
satisfaction of indebtedness of $5,800. The shares were issued in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, on the basis that such issuance did not involve a public
offering, no underwriter fees or commissions were paid in connection with such
issuance and such lender represented to us that it was an ‘accredited investor’
as defined in Regulation D under the Securities Act of 1933, as
amended.
  
  In March
2005, we issued 990,000 shares of our common stock to an institutional
lender upon the cashless exercise of immediately exercisable warrants that
were issued in March 2005 to such lender in satisfaction of indebtness of
$60,000 (plus interest of $4,845). The shares were issued in reliance on the
exemption from registration provided by Section 3(a)(9) of the Securities Act of
1933, as amended, on the basis that the warrants were exchanged for shares of
our common stock and no commission or other remuneration was paid for soliciting
such conversion.
  In March
2005, we issued 500,000 shares of our common stock to an investor in a private
placement for an aggregate purchase price of $100,000. The shares were issued in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, on the basis that such issuance did not
involve a public offering, no underwriter fees or commissions were paid in
connection with such issuance and such investor represented to us that he was an
‘accredited investor’ as defined in Regulation D under the Securities Act of
1933, as amended.
 
 In March
2005, we issued 100,000 shares of our common stock to a lender in satisfaction
of interest of $8,000 due under a promissory note. The shares were issued
in reliance on the exemption from registration provided by Section 3(a)(9) of
the Securities Act of 1933, as amended, on the basis that the warrants were
exchanged for shares of our common stock and no commission or other remuneration
was paid for soliciting such conversion.
 
 In March
2005, we issued an aggregate of 3,666,387 shares of our common stock to a vendor
in satisfaction of accrued payables of $46,666 (plus interest of $297,974). The
shares were issued in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended, on the basis that such
issuance did not involve a public offering, no underwriter fees or commissions
were paid in connection with such issuance and such vendor represented to us
that it was an ‘accredited investor’ as defined in Regulation D under the
Securities Act of 1933, as amended.
 
 In March
2005, we issued 650,000 shares of our common stock to a vendor in satisfaction
of accrued accounts payable of $23,897 (plus interest of $37,203). The shares
were issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, on the basis that such issuance
did not involve a public offering, no underwriter fees or commissions were paid
in connection with such issuance and such vendor represented to us that it was
an ‘accredited investor’ as defined in Regulation D under the Securities Act of
1933, as amended.
 
 
 ITEM 6.
EXHIBITS.
 
 The
exhibits required by this item are listed on the Exhibit Index attached
hereto.
  
  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Dated:
      May 24, 2005
    
    LIMELIGHT
      MEDIA GROUP, INC.By:
      /s/ David V. LottDavid
      V. LottChief
      Executive Officer(principal
      executive officer,
      Chief
      Financial Officer (principal
      financial and accounting
officer)
  
  **EXHIBIT
INDEX**
 
 
 31.1
    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.
 
 32.1
    Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.