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 September 30, 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)

<TABLE>
<CAPTION>
<S>                                                                           <C>
                            Nevada                                            88-0441338
--------------------------------------------------------------     ------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)     (I.R.S. Employer Identification No.)
</TABLE>

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 59,935,257 shares of Common Stock outstanding as of September
30, 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
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



                                       ASSETS

Current assets
   Cash                                                             $        --
   Accounts receivable                                                   14,672
   Note receivable                                                       77,761
                                                                    -----------
      Total current assets                                               92,433

Fixed assets, net                                                       172,037

Other assets                                                              3,093
                                                                    -----------

Total assets                                                        $   267,563
                                                                    ===========


                        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
   Bank overdraft                                                   $    30,043
   Accounts payable and accrued expenses                                635,213
   Due to stockholder                                                   389,307
   Convertible loan payable - related party                              10,000
   Convertible loan payable                                              10,000
   Loans payable                                                         91,600
   Other liabilities                                                    172,699
                                                                    -----------
      Total current liabilities                                       1,338,862

Long-term liabilities
   Convertible debentures                                               350,000
   Convertible fee debenture                                            340,000
                                                                    -----------
                                                                        690,000

Total liabilities                                                     2,028,862

Commitments and contingencies                                                --

Stockholders' deficit
   Common stock - $.001 par value, 100,000,000 shares
      authorized, 75,134,309 shares issued and 59,935,257
      shares outstanding                                                 59,935
   Additional paid-in capital                                         6,233,772
   Loan fees related to standby equity distribution agreement          (319,324)
   Accumulated deficit                                               (7,735,682)
                                                                    -----------
      Total stockholders' deficit                                    (1,761,299)
                                                                    -----------

   Total liabilities and stockholders' deficit                      $   267,563
                                                                    ===========

                 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
                                                   Three months      Three months   Nine months    Nine months From April 19, 2001
                                                       ended            ended          ended          ended     (Inception) through
                                                    September 30,   September 30,   September 30,   September 30,   September 30
                                                       2004              2003          2004            2003            2004
                                                    ------------    ------------    ------------   ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>             <C>
Revenue                                               $     15,049    $      1,563    $     16,857    $     88,728    $    138,651

Cost of revenue                                                 --              --           1,957          47,112          73,200
                                                      ------------    ------------    ------------    ------------    ------------

Gross profit                                                15,049           1,563          14,900          41,616          65,451

General and administrative expenses
    Bad debt                                                    --          16,863              --          16,863          16,863
    Consulting fees                                         49,000          67,930       1,552,060         205,248       4,474,740
    Depreciation                                            13,771          12,730          30,550          26,286          84,463
    Other general and administrative expenses              390,816         102,892       1,306,894         510,262       2,456,334
                                                      ------------    ------------    ------------    ------------    ------------

      Total general and administrative expenses            453,587         200,415       2,889,504         758,659       7,032,400
                                                      ------------    ------------    ------------    ------------    ------------

Loss from operations                                      (438,538)       (198,852)     (2,874,604)       (717,043)     (6,966,949)

Other income (expense)
    Interest income                                             --              --              --              --           4,960
    Gain on sale of fixed asset                                 --              --              --             191           1,123
    Loss related to rescission of UniGuest acquisition          --         (24,669)             --         (24,669)        (24,669)
    Bad debt related to note receivable                         --         (91,269)             --         (91,269)        (91,269)
    Bad debt related to due from UniGuest                       --         (25,000)             --         (25,000)        (25,000)
    Loss related to settlements and judgments                   --              --        (170,388)             --        (170,388)
    Interest expense                                        (6,460)           (521)       (389,494)         (4,207)       (463,490)
                                                      ------------    ------------    ------------    ------------    ------------

Loss before provision for income taxes                    (444,998)       (340,311)     (3,434,486)       (861,997)     (7,735,682)

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

Net loss                                              $   (444,998)   $   (340,311)   $ (3,434,486)   $   (861,997)   $ (7,735,682)
                                                      ============    ============    ============    ============    ============

Basic and diluted loss per common share               $      (0.01)   $      (0.01)   $      (0.07)   $      (0.03)   $      (0.27)
                                                      ============    ============    ============    ============    ============

Basic and diluted weighted average
    common shares outstanding                           54,751,964      32,347,866      51,848,455      30,601,809      28,293,709
                                                      ============    ============    ============    ============    ============
</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
                                                                      Common stock                              Related to
                                                             ------------------------------                   Standby Equity
                                                                 Number                        Additional      Distribution
                                                                of Shares        Amount      Paid-in capital     Agreement
                                                             --------------- -------------- --------------------------------
<S>                                                              <C>              <C>            <C>                   <C>
Balance, December 31, 2003                                       39,911,886       $ 39,912       $ 3,701,710           $ --

Issuance of common stock for cash, weighted average
   $0.04 per share                                                5,636,110          5,636           208,864             --

Issuance of common stock for services, weighted average
   $0.30 per share                                                4,539,194          4,539         1,379,164             --

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

Issuance of common stock to director for services, $0.11            200,000            200            21,800             --

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

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

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

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

Issuance of common stock related to settlement agreement            300,000            300            59,700             --

Issuance of common stock for cash related to Standby Equity
   Distribution Agreement                                         1,530,612          1,531            58,469             --

Issuance of common stock in satisfaction of convertible loans
   payable - related parties (including accrued interest of $1,969) 320,566            320            44,149             --

Issuance of common stock in satisfaction of convertible loans
   payable                                                          759,388            759            64,641             --

Issuance of common stock in satisfaction of convertible debenture 3,693,608          3,694           146,306             --

Cancellation of common stock                                       (205,000)          (205)              205             --

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

Current period amortization of loan fees                                 --             --           (20,676)        20,676

Net loss                                                                 --             --                --             --
                                                             --------------- -------------- ----------------- --------------

Balance, September 30, 2004 (UNAUDITED)                          59,935,257       $ 59,935       $ 6,233,772     $ (319,324)
                                                             =============== ============== ================= ==============

<CAPTION>




                                                                 Total
                                                                Accumulated    Stockholders'
                                                                  Deficit        Deficit
                                                             ---------------- --------------
<S>                                                             <C>              <C>
Balance, December 31, 2003                                      $ (4,301,196)    $ (559,574)

Issuance of common stock for cash, weighted average
   $0.04 per share                                                        --        214,500

Issuance of common stock for services, weighted average
   $0.30 per share                                                        --      1,383,703

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

Issuance of common stock to director for services, $0.11                  --         22,000

Issuance of common stock in satisfaction of other liabilities
   $0.03 per share                                                        --         80,948

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

Warrants granted for services                                             --         35,899

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

Issuance of common stock related to settlement agreement                  --         60,000

Issuance of common stock for cash related to Standby Equity
   Distribution Agreement                                                 --         60,000

Issuance of common stock in satisfaction of convertible loans
   payable - related parties (including accrued interest of $             --         44,469

Issuance of common stock in satisfaction of convertible loans
   payable                                                                --         65,400

Issuance of common stock in satisfaction of convertible deben             --        150,000

Cancellation of common stock                                              --             --

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

Current period amortization of loan fees                                  --             --

Net loss                                                          (3,434,486)    (3,434,486)
                                                              --------------- --------------

Balance, September 30, 2004 (UNAUDITED)                         $ (7,735,682)  $ (1,761,299)
                                                              =============== ==============
</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
                                                                   Nine months       Nine months   From April 19, 2001
                                                                   Months Ended      Months Ended (Inception) through
                                                                  September 30,     September 30,   September 30,
                                                                     2004                2004             2004
                                                                      -----------    -----------    -----------
<S>                                                                   <C>            <C>            <C>
Cash flows from operating activities:
   Net loss                                                           $(3,434,486)   $  (861,997)   $(7,735,682)
   Adjustments to reconcile net loss to
    net cash used by operating activities:
     Stock based compensation                                           1,722,602        261,611      4,276,476
     Depreciation                                                          30,550         26,286         84,463
     Beneficial conversion feature of loans payable and
      debenture                                                           174,842             --        174,842
     Bad debt related to note and related interest
      receivable                                                               --         86,500         91,269
     Bad debt related to due from UniGuest                                     --         25,000         25,000
     Loss related rescission of UniGuest acquisition                           --         24,669         24,669
     Loss related to settlement paid in common stock                       60,000             --         60,000
     Amortization of loan fees paid in common stock                            --         82,220        114,220
     Gain on sale of fixed assets                                              --             --         (1,123)
   Changes in operating assets and liabilities:
     Change in accounts receivable                                        (14,672)       (16,402)       (50,374)
     Change in interest receivable                                             --          4,769         (4,769)
     Change in other assets                                                (3,093)            --         (3,093)
     Change in bank overdraft                                              30,043             --         30,043
     Change in accounts payable and accrued expenses                      529,661         37,564        657,039
     Change in other liabilities                                          142,000             --        253,647
                                                                      -----------    -----------    -----------
      Net cash used by operating activities                              (762,553)      (329,780)    (2,003,373)

Cash flows from investing activities:
   Loan made related to note receivable                                   (77,761)            --       (144,261)
   Sale of fixed assets                                                        --             --          3,950
   Decrease in cash due to rescission of acquisition                           --        (15,432)       (15,432)
   Purchase of fixed assets                                              (112,464)            --       (263,319)
                                                                      -----------    -----------    -----------
      Net cash used by investing activities                              (190,225)       (15,432)      (419,062)

Cash flows from financing activities:
   Change in due to stockholder                                           105,812        245,092        828,110
   Advance from convertible loans payable - related parties--                  --         52,500
   Proceeds from loans payable                                            115,000         85,000        300,000
   Principal payments on loans payable                                    (57,900)            --        (73,400)
   Advance from convertible loans payable                                      --         10,000         10,000
   Proceeds from convertible debentures                                   500,000             --        500,000
   Proceeds from issuance of common stock                                 274,500          3,000        805,225
                                                                      -----------    -----------    -----------
      Net cash provided by financing activities                           937,412        343,092      2,422,435
                                                                      -----------    -----------    -----------

Net change in cash                                                        (15,366)        (2,120)            --

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

Cash, end of period                                                   $        --    $        --    $        --
                                                                      ===========    ===========    ===========

Supplementary cash flow information:
   Cash payments for income taxes                                     $        --    $        --    $        --
                                                                      ===========    ===========    ===========
   Cash payments for interest                                         $     6,386    $        --    $        --
                                                                      ===========    ===========    ===========

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

   Issuance of 320,566 shares of common stock in satisfaction
     of convertible loans payable - related party ( including
     accrued interest of $1,969)                                      $    44,469    $        --    $    44,469
                                                                      ===========    ===========    ===========

   Issuance of 759,388 shares of common stock in satisfaction of
     convertible loans payable                                        $    65,400    $        --    $    65,400
                                                                      ===========    ===========    ===========

   Issuance of 3,693,608 shares of common stock in satisfaction of
     convertible debenture                                            $   150,000    $        --    $   150,000
                                                                      ===========    ===========    ===========

   Amortization of loan fees related to standby equity distribution
     agreement                                                        $    20,676    $        --    $    20,676
                                                                      ===========    ===========    ===========
</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

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.


<PAGE>



NOTE 1 - BASIS OF PRESENTATION(continued)

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.

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
September 30, 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.


<PAGE>



NOTE 2 - GOING CONCERN

The Company incurred a net loss of approximately $7.7 million for the period
from April 19, 2001 (Date of Inception) through September 30, 2004. The
Company's current liabilities exceed its current assets by approximately $1.3
million as of September 30, 2004. The Company's net cash used by operating
activities approximated $2.0 million for the period from April 19, 2001 (Date of
Inception for Showintel Networks, Inc.) through September 30, 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.

NOTE 3 - NOTE RECEIVABLE

On August 15, 2004, the Company entered into an employment agreement with James
Neumann, previously the President of Integrated Graphic Solutions, Inc. ("IGS").
As a sign on bonus for the employment agreement, Mr. Neumann would receive
1,170,000 of Company stock. The issuance of the employment agreement and sign on
bonus was conditional upon Mr. Neumann's assignment of the rights to various
contracts and assets of IGS. Previous to the execution of the employment
agreement Mr. Neumann assigned the contract rights for digital signage in the
Dierbergs and ShopNSave Grocery stores in St. Louis, Missouri. IGS has installed
39 grocery stores in the St., Louis area with 4 LCD screens. The contracts
provided for another 20 locations to have equipment installed. Based on the
contracts, the owners of the stores receive between ten and fifteen percent of
the revenue generated on the screens from advertising sales. The Company will be
responsible for providing the advertising sales.

Mr. Neumann was required to assign the rights to three parking garages in
Chicago, IL whereby large LCD screens were installed and IGS was selling
advertising space. The Company agreed to assume the responsibility for the
outstanding liabilities on all screens. At the time of the execution of the
agreements, the indebtedness was about $1.2 million for all the screens; however
the Company is negotiating with the equipment provider to substantially reduce
the indebtedness. The indebtedness has not been included in the balance sheet
for the equipment contract has not been assigned to the Company prior to this
filing.

Mr. Neumann was also required to assign all rights to the name and trademark of
VuPlex. This name is recognized in the grocery industry for in store digital
signage systems. Mr. Neumann was also required to assign the rights to an
agreement between IGS and the State of Missouri whereby IGS could sell 20% of
the available time on the digital signs in the grocery store to alcohol product
providers. Mr. Neumann did assign all items required under the employment
agreement. The assignment of all the items occurred on August 9, 2004, however,
the assignments were not delivered to the Company until Sept 17, 2004. David
Lott, the President of the Company, loaned the Company sufficient stock to issue
to Mr. Neumann and the stock for the sign-on bonus was issued.


<PAGE>



NOTE 3 - NOTE RECEIVABLE (continued)

During October 2004, the Company learned that Mr. Neumann had other interests in
another Company that promoted itself to provide digital signage services. The
Company issued a cease and desist order to Mr. Neumann. Mr. Neumann offered to
return the sign-on bonus shares, offered exclusive grocery digital signage and
resign if he would be allowed to keep the parking garage contracts and pursue
other digital opportunities. This was agreed and Mr. Neumann returned the shares
to the Company, however, at this time a formal document has not been executed.
Since no consideration has been given by the Company for the contracts,
customers, trademarks and agreements, the Company has not provided monetary or
non-monetary consideration for the assets and is not recording the contracts as
an asset. As of this filing, the liabilities for the installations the Company
agreed assume has not been completed. The liabilities total approximately
$78,600 owed to ShopNSave Grocery for electrical work; $76,300 owed to Dierbergs
Grocery for electrical work; $62,200 owed to American Express for mounting
hardware and $985,000 to Barco Digital Media for 167 40" LCD screens. To
complete the transaction with IGS, Dierbergs and ShopNSave must agree to the
assignment of the contracts. They have not agreed to the assignment until the
Company resolved the outstanding electrical billings. Barco Digital Media and
the Company are negotiating a long-term payout on the indebtedness. Therefore,
until these matters are resolved the Company is not posting any assets or
liabilities on the balance sheet of the Company.

In addition to the above contracts, during August 2004, the Company entered into
an agreement with an Mr. Neumann to acquire certain assets of IGS. Pursuant to
the agreement, the Company loaned funds to IGS to pay current operational needs
and capital improvements of IGS totaling $77,761. The Company and IGS entered
into a Secured Demand Note for the funds. The balance is secured by the assets
of IGS, bears interest at 12% per annum and is payable in October 2004. As
discussed in Note 15, the Company received various assets in satisfaction of the
note receivable during October 2004.

NOTE 4 - DUE TO STOCKHOLDERS

Due to stockholders consists of the following as of September 30, 2004:
<TABLE>
<CAPTION>

      Loan payable to the Company's President and majority stockholder, secured
      by the Company's assets subject to the priority liens of Cornell Capital
      Partners, LLC (See Note 10), bearing interest at 9% per annum, payable in
      monthly installments
<S>                                                                                          <C>
      of interest only, due on demand                                                        385,307

      Loans from a stockholder and director of the Company,
      unsecured, bearing no interest and due on demand                                         4,000
                                                                            ------------------------

                                                                            $                389,307
                                                                            ========================
</TABLE>

NOTE 5 - CONVERTIBLE LOAN PAYABLE - RELATED PARTY

In April 2004, various stockholders and an officer of the Company converted
$42,500 in principal and $1,969 in accrued interest into 320,566 shares of the
Companies common stock. As of September 30, 2004 the remaining balance of
convertible loan payable - related party totals $10,000, payable to a
stockholder of the Company.


<PAGE>



NOTE 6 - CONVERTIBLE LOAN 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 as interest expense.

During April and September 2004, the holders of the two Convertible Loan
Agreements converted the entire $65,400 principal into 759,388 shares of the
Company's common stock.

In August 2003, the Company borrowed $10,000 from an individual which matured
during August 2004, unsecured, and bearing interest at 12%. As of September 30,
2004 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 7 - LOANS PAYABLE

During February 2003, the Company borrowed funds from an individual totaling
$15,000 maturing June 2004, unsecured, and bearing a simple interest rate of 9%.
As of September 30, 2004 the outstanding principal balance totaled $4,500 and
the loan is currently in default.

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.

During July 2004, the Company entered into a Promissory Note Agreement (the
"Note") with Cornell whereby Cornell advanced the Company $115,000. The Note is
secured by the assets of the Company, bears interest at 12% per annum, and
payable upon maturity in January 2005. The Note is also guaranteed by the
Company's President. During September 2004 the Company paid $52,900 in
principal. As of September 30, 2004 the outstanding principal balance totaled
$62,100. As discussed in Note 15, the remaining principal was paid in October
2004.


<PAGE>



NOTE 8 - STANDBY EQUITY DISTRIBUTION AGREEMENT

During February 2004, the Company entered into a Standby Equity Distribution
Agreement ("Distribution Agreement") with 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 Agrement expires in August
2006, subject to certain terms and conditions. Cornell Capital Partners 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 in Note 9. 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.

For the period ended September 30, 2004, the Company drew funds totaling $60,000
and consequently issued 1,530,612 shares of common stock.

NOTE 9 - CONVERTIBLE FEE DEBENTURE

In February 2004, pursuant to the Distribution Agreement, as discussed in Note
8, 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. 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 $20,676 during the nine months ended September 30, 2004.

NOTE 10 - 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 September 2004, the Company converted $150,000 in principal on the
convertible debentures into 3,693,608 shares of the Company's common stock. As
of September 30, 2004, the outstanding balance of the convertible debentures
totaled $350,000.


<PAGE>



NOTE 11 - OTHER LIABILITIES

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. The Company settled with the former officer with the
assistance of a third party entity contracted to promote the Company's stock,
who agreed to purchase Mr. Nelson's outstanding warrants for the purchase of
500,000 shares of the Company's common stock in exchange for $18,000. In return,
Mr. Nelson agreed to forgive all remaining debts owed by the Company as of
December 31, 2003.

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. As of September 30, 2004,
Mr. Nelson has demanded payment of his judgment totaling $42,000, as the terms
of the agreement to forgive the remaining debts owed were not followed.
Accordingly, the Company has recorded a liability for $42,000 and $100,000 as
part of other liabilities totaling $172,699.

NOTE 12 - CONSULTING AGREEMENTS

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 and recorded consulting fees totaling $150,000 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 nine months ended September 30, 2004.

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.


<PAGE>



NOTE 13 - 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.

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 $0.85 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.

In April 2004, the Company issued 200,000 shares of its common stock to a
director for services at $0.11 per share.

In April 2004, the Company issued 52,338 shares of its common stock for services
at $0.19 per share.

In April 2004, the Company issued 172,223 shares of its common stock for cash at
$0.02 per share.

In April 2004, the Company issued 88,889 shares of its common stock for cash at
$0.03 per share.

In July 2004, the Company issued 1,269,231 shares of its common stock for
services at $0.14 per share.

In August 2004, the Company cancelled 150,000 shares of its common stock. In
September 2004, the Company issued 4,025 shares of common stock at $0.04


<PAGE>



NOTE 14 - LEGAL MATTERS

Legal Settlement - During July 2001, See/Saw Communications, LLC ("See/Saw") and
the Company entered into a certain loan agreement and other agreements related
to the loan agreement. Pursuant to the loan agreement, the Company advanced
funds to See/Saw. See/Saw alleges that the Company breached the loan agreement
while the Company alleges it is owed money by See/Saw. In March 2004, the
Company entered into a settlement agreement with See/Saw whereby the Company
issued 300,000 shares of its common stock to See/Saw valued at $60,000.

Legal Judgment - 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 September 30, 2004, the total amount
owed of $110,388 has been recorded as accrued expenses in the accompanying
Balance Sheet.

NOTE 15 - SUBSEQUENT EVENTS

During October 2004, the Company converted additional principal totaling $50,000
related to the Secured Convertible Debentures (see Note 10) into 2,994,792
shares of the Company's common stock.

During October 2004, Cornell advanced an additional $133,500 to the Company in
relation to the Distribution Agreement for 5,856,274 shares of the Company's
common stock.

During October 2004, the Company paid the remaining principal balance totaling
$62,100 in relation to the loan payable to Cornell (see Note 7).

During October 2004, the Company received various assets from IGS in
satisfaction of its note receivable totaling $77,741 (see Note 3).

Beginning in November 2004, the Company has issued several demands to Cornell
and the escrow agent demanding the return of the remaining 9,342,778 shares held
in escrow. The Company represents that Cornell is in breach of its contracts and
severely damaged the business of the Company by refusing to fund the Company
pursuant to the executed agreements. The Company is currently evaluating legal
actions against Cornell.

<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 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 .
For example, contracts with the grocery stores provide a potential of selling 24
ads per store. Each advertisement is 15 sec in length and would play on 4 or 5
digital screens. The advertising and other content would play once each 10
minutes on each screen. The additional time on the loop is devoted to in store
promotions. The rate card is $250.00 per month per advertiser, therefore, each
store has the potential of generating $6000.00 per store per month. Typically, a
grocer would receive a portion of the revenue equaling ten or fifteen percent.
Limelight typically has promoted an advertising program for brands in theater
lobbies. This is typical to an advertisement on general television. The
advertisement in a retail or grocer location is designed to cause a sell at the
point of decision. By diversifying into retail and grocers, the Company has the
opportunity to present multiple points by which advertisers may approach the
market. The Company is also pursuing opportunities whereby the retail store buys
the equipment from Limelight. In these situations, Limelight would receive a
monthly subscription agreement to maintain the network for the customer as well
as generate revenue from the sale of the equipment. To facilitate these type of
arrangements, the Company is negotiating with third party leasing companies to
provide the customer a lease package for the equipment.

                                       4
<PAGE>

      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.

      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.

      On June 16, 2004, the Company entered into a Resale Agreement with Champ
Car World Series. Pursuant to the Resale Agreement, Champ Car granted to the
Company a license to use the images, logo and name of Champ Car and its sponsors
in the development and promotion of the Champ Car Themed Soft Zones. The Champ
Car Themed Soft Zones provide media space, which may be sold to third parties.
The term of the Resale Agreement is thirty-six months and will renew
automatically for additional one-year terms unless either party provides written
notice of its intent not to renew. The Champ Car Themed Soft Zone is a seating
area placed in mall concourses that contains plasma screens and interactive
touch-screens and is an extension of the Company's vision to expand it captive
audience network into high traffic retail locations. The plasma screens will be
airing content and advertising. The programming displayed on the screens is
Champ Car World Series related. The interactive touch-screens provide
information and promotional material to interest parties.

      The initial Themed Soft Zone will debut in the Flat Iron Crossing Mall
located in Broomfield, CO on August 1, 2004 in conjunction with the Champ Car
World Series race in Denver on August 15.

      On July 2, 2004, the Company entered into an agreement with Woodland
Associates to provide content management and advertising sales for the Woodland
AEM system. Woodland sublicenses its system from DVD Play. This system is placed
in convenience stores, grocery stores, military bases and universities and
provides an automated DVD rental system. The company will install large screens
on the system to market the products of the system or the location partner.

      On September 9, 2004, the Board of Directors of the Company accepted the
resignation of Mr. David Lott ac Chairman, President and CEO of the Company for
a period of 60 days. On Nov 12, 2004, the Company reappointed Mr. Lott to all
previously held positions.

      On September 23. 2004 the Company extended an employment agreement with
Mr. Jim Neumann who will bring contracts to the Company for digital signage
systems under the vuPLEX trademark. The Company will produce and manage the
content delivered on the vuPLEX grocery media network, which currently consists
of systems in place in 38 grocery stores in the St. Louis area. On Nov 15, 2004,
Mr. Neumann resigned from the Company. There was no balance owed to Mr. Neumann
at the time of his resignation.

                                       5
<PAGE>

      On October 5, 2004, Mr. Phil Worack was added to the Board of Directors.
Mr. Worack will serve as a Board member until the next annual meeting of
stockholders.

Employees

      As of September 30, 2004, Limelight had six (6) employees. Limelight
intends to hire additional employees upon securing the necessary operational and
equipment financing. 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 June 30,
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
$4,301,000 from the period from April 19, 2001 through December 31, 2003. As of
Septemeber 30, 2004, the Company has incurred a net loss of approximately
$7,693,000 from the period from April 19, 2001 through September 30, 2004. 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.

Results Of Operations For The Three Months Ended September 30, 2004, As Compared
To The Three Month Ended September, 2003

      Revenue. Revenue for the three months ended September 30, 2004 was
$15,049.00 compared with $1,563.00 for the three months ended September 30, 2003

      Cost Of Revenue. Cost of Revenue for the three months ended September 30,
2004 was $0.00 compared with $0.00 for the three month ended September 30, 2003.

      Gross Profit. Gross profit was $15,049.00 for the three months ended
September 30, 2004, as compared with $1,563.00 for the three months ended
September 30, 2003.

                                       6
<PAGE>

      General and Administrative. General and administrative expenses were
$411,587.00 for the three months ended September 30, 2004 as compared to
$200,415.00 for the three months ended Sept 30, 2003, an increase of $211,172.00
or 105%. The increase resulted primarily from increased compensation paid to
consultants retained by the Company and the expensing of expenses related to the
transaction with Cornell Capital.

      Net Loss. The net loss for the three months ended September 30, 2004 was
$402,998.00 for the three months ended September 30, 2004 as compared to
$340,311 for the three months ended September 30, 2003, an increase of
$62,687.00 or 18%.

      Other Items. On August 15, 2004, the Company entered into a employment
agreement with Jim Neumann, previously the President of IGS, Inc. As a sign on
bonus for the employment agreement, Mr. Neumann would receive 1,170,000 of
company stock The issuance of the employment agreement and sign on bonus was
conditional upon Mr. Neumann assigning the rights to various contracts and
assets of IGS, Inc. Previous to the execution of the employment agreement Mr.
Neumann has assigned the contract rights for digital signage in the Dierbergs
and ShopNSave Grocery stores in St. Louis, MO. IGS has installed 39 grocery
stores in the St., Louis area with 4 LCD screens. Several of the 39 stores has a
5th LCD screen installed in the pharmacy section. The contracts provided for
another 20 locations to have equipment installed. It is the intent of the
Company to install these remaining 20 locations during the 1st quarter of 2005
at a cost of $20,000 per store. The owners of the stores receive between ten and
fiftenn percent of the revenue generated on the screens from advertising sales.
It is the responsibility of the Company to provide the advertising sales. . Jim
Neumann also was required to assign the rights to three parking garages in
Chicago, IL whereby large LCD screens were installed and IGS was selling
advertising spaces on . The company agreed to assume the responsibility for the
outstanding indebtedness on the all screens. At the time of the execution of the
agreements, the indebtedness was about $1.2 million for all the screens,
however, the company is negotiating with the equipment provider to substantially
reduce the indebtedness. The indebtedness has not been included in the balance
sheet for the equipment contract has not been assigned to the Company prior to
this filing. Mr. Neumann was also required to assign all rights to the name and
trademark of VuPlex. This name is recognized in the grocery industry for instore
digital signage systems. Mr. Neumann also was required to assign the rights to
an agreement between IGS and the State of Missouri whereby IGS could sell 20% of
the available time on the digital signs in the grocery store to alcohol product
providers. According to the legal counsel that arranged this agreement, this is
the only known case in the United States for the display of alcohol products at
the point of sale and could be considered a significantly valuable asset. Mr.
Neumann did assign all items required under the employment agreement. The
assignment of all the items occurred on August 9, 2004, however, the assignments
were not delivered to the company until Sept 17, 2004.. David Lott, the
President of the Company, loaned the company sufficient stock to issue to Mr.
Neumann and the stock for the sign-on bonus was issued. In Oct, 2004, the
company learned that Mr. Neumann had other interests in another company that
promoted itself to provide digital signage services. The company issued a cease
and desist order to Mr. Neumann. Mr. Neumann offered to return the sign-on bonus
shares, offer exclusitivity to grocery digital signage and resign if he would be
allowed to keep the parking garage contracts and pursue other digital
opportunities. This was agreed and Mr. Neumann returned the shares to the
company, however, at this time a formal document has not been executed. . Since
no consideration has been given by the company for the contracts, customers,
trademarks and agreements, the company has chosen not to provide a valuation to
the assets and is not posting the contracts as an asset. As of this filing, the
indebtedness for the installations that the Company agreed to has to been
completed. The indebtedness amounts to $78,639.94 owed to ShopNSave Grocery for
electrical work; $76,269.51 owed to Dierbergs Grocery for electrical work;
$62,231.76 owed to American Express for mounting hardware and $985,000 to Barco
Digital Media for 167 40" LCD screens. To complete the transaction with IGS,
Dierbergs and ShopNSave must agree to the assignment of the contracts. They have
not agreed to the assignment until the Company resolved the outstanding
electrical billings. Barco Digital Media and the Company are negotiating a long
term payout on the indebtedness. Therefore, until these matters are resolved the
Company is not posting any assets or liabilities on the balance sheet of the
Company.

Results Of Operations For The Six Months Ended September 30, 2004, As Compared
To The Nine Months Ended September 30, 2003

      Revenue. Revenue for the nine months ended September 30, 2004 was
$16,857.00 compared with $88,728.00 for the nine months ended September 30,
2003. The decrease was due to divesture of UniGuest of Tennessee.

      Cost Of Revenue. Cost of Revenue for the nine months ended September 30,
2004 was $1,957.00 compared with $47,112.00 for the nine months ended September
30, 2003.

                                       7
<PAGE>

      Gross Profit. Gross profit was $14,900.00 for the nine months ended
September 30, 2004, as compared with $41,616.00 for the nine months ended
September 30, 2003.

      General and Administrative. General and administrative expenses were
$2,847,504.00 for the nine months ended September 30, 2004 as compared to
$758,659.00 for the nine months ended September 30, 2003, an increase of
$2,088,845.00 or 275%. The increase resulted primarily from increased
compensation paid to consultants retained by the Company and the expensing of
expenses related to the transaction with Cornell Capital.

Net Loss. The net loss for the six months ended September 30, 2004 was
$3,392,486.00 for the nine months ended September 30, 2004 as compared to
$861,997.00 for the nine months ended September 30, 2003, an increase of
$2,530,489.00 or 293%.

Liquidity And Capital Resources

      As of September 30, 2004, we had no cash and other current assets totaling
$92,433.00 as compared to $0.00 as of September 30, 2003. As of September 30,
2004, we had approximately $172,037.00 in fixed assets, net, as compared to
$82,327 as of September 30, 2003. As of September 30, 2004, our total current
liabilities were $1,338,862.00, consisting primarily of $389,307.00 due to
stockholders and $635,213.00 of accounts payable and accrued expenses.

      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 is any thirty day period
cannot exceed $510,000. As of September 30, 2004, Cornell Capital Partners had
advanced $60,000 which was retained by Cornell to pay against an outstanding
Demand Note in the amount $115,000.00. Of the $60,000, $52,500 applied toward
the outstand balance and the remainder was applied to fees earned by Cornell
Capital.

      As of February 17, 2004, we entered into a Securities Purchase Agreement
for the issuance of 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. 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 Cornell 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. As of September 30, 2004, Cornell Capital Partners had exercised its
conversion rights in the amount of $150,000.

      In the absence of outside financing, we believe that we have insufficient
cash to operate .

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 September
30, 2004, we incurred a net loss of $402,998 and for the nine months ended
September 30, 2004 $3,392,486. 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.

                                       8
<PAGE>

      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 September 30, 2004, we had no of cash on hand and our total current assets
were $267,563. Our current liabilities were $1,296,862. 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.

      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.

                                       9
<PAGE>

      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 id $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 September 30, 2004, we had 59,935,257 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 founder. Mr. Lott has been instrumental in securing our existing financing
arrangements. Mr. Lott has been 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.

      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.

                                       10
<PAGE>

      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.
In the theater business, our main competitors are National Cinema Network, Regal
Entertainment and Screen Vision. In the grocery business our chief competitor is
Captive Audience and World Narrowcast. 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;

      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.

                                       11
<PAGE>

      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 25.3% 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 beneficially owns approximately 17.5% 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.

      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.

                                       12
<PAGE>

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 18,979,275 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 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 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.


                                       13
<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. The company has presented settlement
offers to the counsel of D&D Management on two occasions, however, there has be
no response to the offers.

      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., on April 23, 2004. On June 7, 2004, a Notice of
Garnishment from the State of Tennessee was delivered to First Tennessee Bank
with respect to the $93,345.00 judgment, $16,274.94 in interest and $345.00 in
costs. Clickplay has subsequently filed the same claim in Nevada courts and
recorded the foreign judgment in Nevada courts.

      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. The company has agreed to release 1,000,000 shares as
compensation for the funds expended by Mr. Lall, etal in full settlement of the
complaint.

      Erik Nelson had filed a claim against the company and won a judgment of
$42,000 for unpaid consulting services and punitive damages. In early 2004, Mr.
Nelson entered into an agreement with a third party whereby the third party
would assume the amount of the judgment in exchange for the company re-pricing
warrants that Mr. Nelson holds such that the underlying registered stock
covering the warrants may be sold . The company agreed to re-price the warrants.
The warrants were not exercised. The third party agreement has expired. Mr.
Nelson has reclaimed the right to collect the funds due from the company. The
company is pursuing a settlement agreement with Mr. Nelson.

                                       14
<PAGE>

Item 2.  Changes in Securities and Use of Proceeds

      (a) As of February 17, 2004, we entered into a Securities Purchase
Agreement for the issuance of 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. 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 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. As of September 30, 2004,
Cornell Capital Partners had exercised its conversion rights in the amount of
$150,000. A total of 3,693,608 shares were delivered to Cornell Capital Partners
for these conversions.

      (b) Subsequent to Sept 30, 2004, Cornell Capital has converted another
$50,000 of the debentures into common stock. On Nov 8, 2004, the company
notified Cornell Capital of its desire to redeem the balance of the debentures
pursuant to its rights in the debentures. Cornell Capital did not respond to the
notice and refused two meetings regarding redemption of the debentures. On Nov
12, 2004, the escrow agent for the transactions and counsel for Cornell Capital
was notified via overnight courier of the redemption notice. The escrow agent
did not respond to the redemption notice. Cornell Capital has made two attempts
to cause a delivery of stock under conversion notices. The company has refused
to deliver the stock and has placed the stock in a third party escrow account
until this matter is resolved. The company is claiming the Cornell Capital is in
breach of contract. A total of 2,994,792 shares have been delivered to Cornell
Capital Partners for the $50,000 in conversion notices.

      (c) On August 30, 2004, the company entered into a Promissory Note with
Cornell Capital for $500,000 which would be repaid from four advance draws
against the Equity Line Distribution Agreement. As a condition of the Promissory
Note, the company was required to delivery all shares registered under the SB2
registration agreement into an escrow account with Butler Gonzalez, LLP. A total
of 16,729,644 shares were delivered to the escrow agent. Upon receipt of the
shares into escrow, Cornell Capital refused to fund and refused to return the
shares to the company. On Sept 28, 2004, Cornell Capital removed 1,530,612
shares from the account in partial repayment of a demand note between the
company and Cornell Capital. On Oct 5, 2004, Cornell Capital removed 2,466,443
shares from the account as final payment of a demand note between the company
and Cornell Capital. On Oct 22, 2004, Cornell Capital provided a partial payment
of $60,000 and removed 3,389,830 shares from the account. Cornell Capital has
refused to fund the promissory note as executed. The escrow account contains
9,342,778 shares that remain from the original shares deposited on August 30,
2004. The company is reviewing legal remedies to the situation. The company is
claiming that Cornell Capital is in breach of contract.

      (d). In August 2004, David Lott returned to the company 150,000 shares of
personal stock. The Company had received a legal opinion in compliance with the
Standby Equity Line Distribution Agreement, that indicated the Company was short
145,975 in authorized but unissued shares necessary to meet the amount of shares
stated in the SB2 registration agreement. The difference between 150,000 and
145,975 was returned to Mr. Lott.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

                                       15
<PAGE>

ITEM 5.  OTHER INFORMATION

      (a) On Nov 18, 2004, the company entered into an agreement with Lion
Partners, LTD for assistance in corporate restructure, lease lines of credit and
corporate finance issues. Lion Partners, LTD arranged for a third party to
acquire 5,000,000 shares of company restricted stock in exchange for $1,500,000
of cash equivalent credits (CEC). The CEC units are to be used to offset
corporate and equipment costs by the company for the next two years. The third
party, American Marketing Complex (AMC), additionally agreed to purchase one
quarter of the advertising space available on the grocery digital network in St.
Louis, MO. AMC agreed to pay $1,500,000 in cash equivalent credit for the
advertising space. As AMC places the advertising space to third parties, the
company and AMC have agreed to split the funds received. Any funds received on
the placement of the advertising spots will by used by AMC to repurchase the
cash equivalent credits from the company. Additionally, the company has extended
a $30,000 loan to AMC in the form of cash or stock at the company's discretion.

(b)           On Dec 3, 2004, the Company filed a 14c Preliminary Informational
              Statement that does not require the action of shareholders. The
              14c Preliminary Informational Statement provides for the increase
              in authorization of the common shares of the company from 100
              million to 250 million shares. The Statement also appoints David
              V. Lott and Phil A. Worack as sole members of the Board of
              Directors. Subsequent, to the filing the company has received a
              number of comments from interested shareholders requesting a
              reduction of the authorization limit to 150 Million. Upon filing
              of the 14c Final Informational Statement, the Company will reduce
              the authorization limit to 150 million shares.

(c)           On August 30, 2004, the Board of Directors extended a secured
              promissory note to David V. Lott in the amount of $385,306.78. The
              note represented all the sums extended by David V. Lott to the
              Company and not converted into stock to the date of August 30,
              2004. The note is secured by all the assets of the company. The
              note bears an annual rate of interest at 9% payable in monthly
              installments of $2,889.80. The company has paid the Sept interest
              payment but has not paid the Oct and Nov payment. Mr. Lott has not
              foreclosed on the note.

         Exhibit A.  Lion Partner Agreement

         Exhibit B.  AMC Agreement

         Exhibit C: Secured Note


                                       16
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

<TABLE>
<CAPTION>
Exhibit
No.            Description                                          Location
------------   ------------------------------------------------     -----------------
               [INSERT RIDER E]
<S>            <C>                                                  <C>
    31.1       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
</TABLE>

         (b)      Reports on Form 8-K.

      On Sept 2, 2004, the Company filed an 8K regarding a fax blast and email
blast performed by third parties that contained information that was not
factual.

      On Sept 10, 2004, the Company filed an 8K stating the Board of Directors
accepted the temporary resignation of David V. Lott.

      On Oct 4, 2004, the Company filed an 8K stating the Mr. Phil Worack had
joined the Board of Directors.

      On Dec 3, 2004, the Company filed an 8K stating that the Board of
Directors had re-appointed Mr. David Lott as President of the Company. The
Company also accepted the resignation of John Fraier as Chief Financial Officer.

      On Dec 3, 2004, the Company filed an 8K detailing the situation that
developed regarding Mr. Jim Neumann and AdOne Media. The Company also detailed
the situation regarding the Convertible Debentures held by Cornell Capital.


                                       17
<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:    December 15, 2004                    LIMELIGHT MEDIA GROUP, INC.

                                                 By:/s/ David V. Lott
                                                    ----------------------------
                                                     David V. Lott
                                                     President/ CEO


                                       18