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 JUNE 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)

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

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 54,361,937  shares of Common Stock  outstanding as of August 11,
2004.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                           LIMELIGHT MEDIA GROUP, INC.
                       (FORMERLY SHOWINTEL NETWORKS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                         CONDENSED FINANCIAL STATEMENTS
                                 JUNE 30, 2004
                                   (UNAUDITED)



                                     ASSETS

          Current assets
           Cash                                          $        --
           Accounts receivable                                 1,777
           Other current assets                                1,240
                                                         -----------
              Total current assets                             3,017
          Fixed assets, net                                  124,425
                                                         -----------
          Total assets                                   $   127,442
                                                         -----------

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

          Current liabilities
           Bank overdraft                                $     1,033
           Accounts payable and accrued expenses             436,304
           Due to stockholder                                325,984
           Convertible loan payable - related party           10,000
           Loans payable                                      29,500
           Convertible loans payable                          40,183
           Other liabilities                                 180,699
                                                         -----------
              Total current liabilities                    1,023,703
          Long-term liabilities
           Convertible debentures                            500,000
           Convertible fee debenture                         340,000
                                                         -----------
                                                             840,000
          Total liabilities                                1,863,703
          Commitments and contingencies                           --
          Stockholders' deficit
           Common stock - $.001 par value,
           100,000,000 shares authorized,
           53,242,706 shares issued and outstanding           53,243
           Additional paid-in capital                      5,841,180
           Loan fees related to standby equity
           distribution agreement                           (340,000)
           Accumulated deficit                            (7,290,684)
                                                         -----------
              Total stockholders' deficit                 (1,736,261)
                                                         -----------
           Total liabilities and stockholders' deficit   $   127,442
                                                         ===========


                                       2

<PAGE>


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



<TABLE>
<CAPTION>


                                                                                                             FOR
                                                                                                         THE PERIOD
                                                                                                         FROM APRIL
                                                                                                           19, 2001
                                        THREE MONTHS    THREE MONTHS     SIX MONTHS      SIX MONTHS      (INCEPTION)
                                           ENDED           ENDED           ENDED            ENDED          THROUGH
                                          JUNE 30,        JUNE 30,        JUNE 30,         JUNE 30,        JUNE 30,
                                            2004             2003           2004             2003            2004
                                        ------------    ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>             <C>
Revenue                                 $      1,677    $     41,840    $      1,808    $     87,165    $    123,602
Cost of revenue                                   --          33,117              --          47,112          71,243
                                        ------------    ------------    ------------    ------------    ------------

Gross profit                                   1,677           8,723           1,808          40,053          52,359
General and administrative expenses
 Bad debt                                         --              --              --              --          16,863
 Consulting fees                             221,194          16,979       1,503,060         137,318       4,425,740
 Depreciation                                  9,478           6,778          16,779          13,556          70,692
 Other general and administrative
  expenses                                   336,658         364,450         918,035         407,370       2,067,475
                                        ------------    ------------    ------------    ------------    ------------
   Total general and administrative          567,330         388,207       2,437,874         558,244       6,580,770
     expenses                           ------------    ------------    ------------    ------------    ------------

Loss from operations                        (565,653)       (379,484)     (2,436,066)       (518,191)     (6,528,411)
Other income (expense)
 Interest income                                  --              --              --              --           4,960
 Gain on sale of fixed asset                      --             191              --             191           1,123
 Loss related to rescission of
UniGuest acquisition                              --              --              --              --         (24,669)
 Bad debt related to note receivable              --              --              --              --         (91,269)
 Bad debt related to due from
  UniGuest                                        --              --              --              --         (25,000)
 Loss related to settlements and
  judgments                                 (170,388)             --        (170,388)             --        (170,388)
 Interest expense                            (12,302)         (2,381)       (383,034)         (3,686)       (457,030)
                                        ------------    ------------    ------------    ------------    ------------
Loss before provision for income            (748,343)       (381,674)     (2,989,488)       (521,686)     (7,290,684)
taxes
Income tax provisions                             --              --              --              --              --
                                        ------------    ------------    ------------    ------------    ------------
Net loss                                $   (748,343)   $   (381,674)   $ (2,989,488)   $   (521,686)   $ (7,290,684)
                                        ============    ============    ============    ============    ============
Basic and diluted loss per common share $      (0.01)   $      (0.01)   $      (0.06)   $      (0.02)   $      (0.27)
                                        ============    ============    ============    ============    ============
Basic and diluted weighted average
 common shares outstanding                53,029,808      30,313,748      50,380,747      29,714,310      26,833,543
                                        ------------    ------------    ------------    ------------    ------------

</TABLE>


                                                          3

<PAGE>


<TABLE>
<CAPTION>

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



                                                                              LOAN FEES
                                                                              RELATED TO
                                            COMMON STOCK                       STANDBY
                                        ----------------------   ADDITIONAL     EQUITY                    TOTAL
                                          NUMBER                   PAID-IN   DISTRIBUTION ACCUMULATED  STOCKHOLDERS'
                                         OF SHARES    AMOUNT       CAPITAL     AGREEMENT   DEFICIT      DEFICIT
                                        ----------  ----------   ----------   ----------  -----------  ------------
<S>                                     <C>         <C>          <C>          <C>         <C>          <C>
Balance, December 31, 2003              39,911,886  $   39,912   $3,701,710   $       --  $(4,301,196) $   (559,574)
Issuance of common stock for cash,
weighted average
 $0.04 per share                         5,636,110       5,636      208,864           --           --       214,500
Issuance of common stock
 for services, weighted average
 $0.36 per share                         3,265,938       3,266    1,200,660           --           --     1,203,926
Issuance of common stock to
officer for services, weighted
average $0.31 per share                    300,000         300       92,700           --           --        93,000
Issuance of common stock to
director for services, $0.11               200,000         200       21,800           --           --        22,000
Issuance of common stock in
 satisfaction of other
 liabilities, $0.03 per share            2,548,893       2,549       78,399           --           --        80,948
Beneficial conversion feature
 of loans payable and  debentures               --          --       74,842           --           --       174,842
Warrants granted for services                   --          --       35,899           --           --        35,899
Issuance of common stock
 for interest $0.47 per share              400,000         400      187,600           --           --       188,000
Issuance of common stock
 related to settlement agreement           300,000         300       59,700           --           --        60,000
Issuance of common stock in
 satisfaction of convertible loans
 payable - related parties
  (including accrued interest of
    $1,969)                                320,566         321       44,148           --           --        44,469
Issuance of common stock in
 satisfaction of convertible loans
 payable                                   414,313         414       34,803           --           --        35,217
Cancellation of common stock               (55,000)        (55)          55           --           --            --
Loan fees related to standby equity
distribution agreement                          --          --           --     (340,000)          --      (340,000)
Net loss                                        --          --           --           --   (2,989,488)    (2,989,48)
                                        ----------  ----------   ----------   ----------  -----------  ------------
Balance, June 30, 2004 (UNAUDITED)      53,242,706  $   53,243   $5,841,180   $  (340,00) $(7,290,684) $  (1,736,26)
                                        ==========  ==========   ==========   ==========  ===========  ============

</TABLE>


                                                                 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
                                                                                   FROM APRIL
                                                                                    19, 2001
                                                     SIX MONTHS      SIX MONTHS    (INCEPTION)
                                                    MONTHS ENDED    MONTHS ENDED    THROUGH
                                                       JUNE 30,       JUNE 30,       MARCH 31,
                                                        2004            2003           2004
                                                     -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
Cash flows from operating activities:
  Net loss                                           $(2,989,488)   $  (521,686)   $(7,290,684)
  Adjustments to reconcile net loss to
  net cash used by operating activities:
    Stock based compensation                           1,542,825        260,558      4,096,699
    Depreciation                                          16,779         13,556         70,692
Beneficial conversion feature of loans payable and
      debenture                                          174,842             --        174,842
  Bad debt related to note and related interest
      receivable                                              --             --         91,269
    Bad debt related to due from UniGuest                     --             --         25,000
 Loss related rescission of UniGuest acquisition              --             --         24,669
 Loss related to settlement paid in common stock          60,000             --         60,000
  Amortization of loan fees paid in common stock              --             --        114,220
    Gain on sale of fixed assets                              --             --         (1,123)
  Changes in operating assets and liabilities:
    Change in accounts receivable                         (1,777)       (31,701)       (37,479)
    Change in other current asset                         (1,240)            --         (1,240)
    Change in interest receivable                             --             --         (4,769)
    Change in bank overdraft                               1,033             --          1,033
 Change in accounts payable and accrued expenses         330,752         44,889        458,130
    Change in other liabilities                          150,000             --        261,647
                                                     -----------    -----------    -----------
      Net cash used by operating activities             (716,274)      (234,384)    (1,957,094)

Cash flows from investing activities:
  Loan made related to note receivable                        --             --        (66,500)
  Sale of fixed assets                                        --             --          3,950
  Decrease in cash due to rescission of
    acquisition                                               --             --        (15,432)
  Purchase of fixed assets                               (51,081)            --       (201,936)
                                                     -----------    -----------    -----------
      Net cash used by investing activities              (51,081)            --       (279,918)

Cash flows from financing activities:
  Change in due to stockholder                            42,489        155,794        764,787
  Advance from convertible loans payable -
   related parties                                            --             --         52,500
  Proceeds from loans payable                                 --         85,000        185,000
  Principal payments on loans payable                     (5,000)            --        (20,500)
  Advance from convertible loans payable                      --             --         10,000
  Proceeds from convertible debentures                   500,000             --        500,000
  Proceeds from issuance of common stock                 214,500          3,000        745,225
                                                     -----------    -----------    -----------
    Net cash provided by financing activities            751,989        243,794      2,237,012
                                                     -----------    -----------    -----------
Net change in cash                                       (15,366)         9,410             --

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

</TABLE>


                                               5

<PAGE>


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

NOTE 1 - BASIS OF PRESENTATION

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

         The  interim  financial  information  is  unaudited.  In the opinion of
         management,  all adjustments  necessary to present fairly the financial
         position  as of June 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.


NOTE 2 - GOING CONCERN

         The Company  incurred a net loss of  approximately  $7,291,000  for the
         period from April 19, 2001 (Date of  Inception)  through June 30, 2004.
         The  Company's  current   liabilities  exceed  its  current  assets  by
         approximately  $1,021,000  as of June 30, 2004.  The Company's net cash
         used by operating  activities  approximated  $1,957,000  for the period
         from April 19, 2001 (Date of Inception  for Showintel  Networks,  Inc.)
         through June 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 intends to also seek additional  sources of capital through the
         issuance of debt and equity  financing,  but there can be no  assurance
         that the Company will be successful in accomplishing its objectives.

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


                                       6
<PAGE>


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


NOTE 3 - DUE TO STOCKHOLDER

         Due to Company's President and majority  stockholder  totaling $306,166
         as of June 30, 2004 consisted of the following:

            Unreimbursed expenses to the Company's
              President and majority stockholder                    $   63,496

            Loan from the Company's President
              and majority stockholder                                 173,988
            Accrued wages for the Company's
            President and majority stockholder                          88,500
                                                                    ----------
                                                                    $  325,984
                                                                    ==========

NOTE 4 - CONVERTIBLE LOANS PAYABLE - RELATED PARTIES

         In  April  2004,  various  employees  and an  officer  of  the  Company
         converted  $42,500 in  principal  and $1,969 in accrued  interest  into
         320,566  shares of the  Company's  common  stock.  As of June 30,  2004
         convertible loans payable - related party totals $10,000.


NOTE 5 - CONVERTIBLE LOANS PAYABLE

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

         During April 2004, the holder of the $54,500 convertible loan converted
         $35,217 of principal into 414,313 shares of the Company's common stock.
         As of June 30, 2004, the balance totals $19,283.

         In August 2003, the Company borrowed funds from an individual  totaling
         $10,000,  maturing in August 2004,  unsecured,  and bearing interest at
         12%.  The  individual  is  entitled  to convert all or a portion of the
         principal  balance  into  shares  of the  Company's  common  stock at a
         conversion  price of $0.20 per share.  Further,  the individual has the
         option of  receiving  payment  of  accrued  interest  in cash or 50,000
         shares  of  the  Company's  common  stock.  As of  June  30,  2004  the
         outstanding principal balance totaled $10,000.


                                       7
<PAGE>


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


NOTE 6 - STANDBY EQUITY DISTRIBUTION AGREEMENT

         In  February   2004,   the  Company   entered  into  a  Standby  Equity
         Distribution Agreement ("Distribution  Agreement") with Cornell Capital
         Partners,  LP  ("Cornell").  The  Distribution  Agreement  entitles the
         Company to draw funds up to  $12,000,000  from  issuance  of its common
         stock for an amount equal to 97% of the lowest closing bid price on the
         Over-the-Counter  Bulletin  Board  or  other  principal  market  5 days
         immediately  following the advance notice date, expiring February 2006,
         subject to certain terms and conditions.  Cornell Capital Partners will
         retain  5%  of  each   advance   under  the   Distribution   Agreement.
         Additionally,  the Distribution  Agreement  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 7.
         Furthermore,  the Company was required to file a registration statement
         on Form  SB-2  with the  Securities  and  Exchange  Commission  for the
         registration  of  common  stock  for  future  issuance  related  to the
         Distribution  Agreement.  The United  States  Securities  and  Exchange
         Commission declared the registration  statement effective on August 16,
         2004.


NOTE 7 - CONVERTIBLE DEBENTURE

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


NOTE 8 - SECURED CONVERTIBLE DEBENTURES

         In February 2004, the Company issued a Secured Convertible Debenture to
         Cornell  secured by all of the  Company's  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 ($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.


NOTE 9 - 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 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 six months ended
         June 30, 2004.


                                       8
<PAGE>


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


NOTE 9 - CONSULTING AGREEMENTS (CONTINUED)

         In February  2004,  the Company  entered into a Common  Stock  Purchase
         Agreement  with an entity to purchase  175,000  shares of the Company's
         common stock in exchange for $25,000 in cash and an additional  175,000
         shares in exchange for services totaling $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  an  effective
         registration,  the buyer is  entitled to a pro-rata  adjustment  to the
         number of shares  equal to a 50%  discount  to the  lowest bid price of
         those three days.


NOTE 10 - COMMON STOCK

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

         In January 2004, the Company issued 150,000 restricted 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  restricted shares of its
         common stock for cash at $0.03 per share.

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

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

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

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

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

         In February  2004,  the Company  issued  150,000  restricted  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 restricted 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  share.  The  warrants  vested
         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  restricted  shares of its
         common stock for services at $0.37 per share.

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

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


                                       9
<PAGE>


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


NOTE 11 - SETTLEMENT AND JUDGMENT

         Settlement - During July 2001, See/Saw Communications,  LLC ("See/Saw")
         and the Company  entered  into a 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.

         Judgment - During  February 2002, a company 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 has accrued
         approximately  $110,000,  recorded  as part of  accounts  payable  and
         accrued  expenses  totaling  $436,304.  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.


NOTE 12 - SUBSEQUENT EVENTS

         On  August  16,  2004,  the  United  States  Securities  and  Exchange
         Commission declared the Company's  registration statement on Form SB-2
         (File No.  333-115158)  effective  registering  58,211,160  shares the
         Company's common stock on behalf of certain selling shareholders.

         During July 2004, the Company issued 1,269,231 shares of common stock
         for services at $0.11 per share.

         During July 2004, the Company  borrowed  $115,000 from Cornell.  The
         note is guaranteed by the Company's president, secured by his personal
         shares, bears interest at 12% and matures in September 2004.

         During July 2004,  the Company  received  $100,000 from an entity that
         had  exercised  warrants to purchase  500, 000 shares of the Company's
         common stock.  The original  exercise price of the warrants was $1.50.
         As an incentive  to the entity to purchase and exercise the  warrants,
         the Company  repriced the exercise  price to $0.20.  The impact on the
         financial  statements of this repricing has not been  determined.  The
         Company has not issued the stock.

         During August 2004, the Company received and cancelled  150,000 shares
         of common stock from the Company's President.


                                       10
<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, prior to resigning, appointed David
V.  Lott  as a  director  of  Multinet  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 of 500,000 shares of Multinet's common stock.  Uniguest  installed
and operated public internet  access  terminals in hotels  throughout the United
States. Limelight divested itself of its ownership in Uniguest effective October
6, 2003. On October 3, 2003,  Multinet  amended its Articles of Incorporation to
change its name to Limelight Media Group, Inc.


BUSINESS OVERVIEW OF LIMELIGHT MEDIA GROUP, INC.

         Limelight is a Tennessee-based,  publicly traded company (LMMG.OB) that
has developed a proprietary  digital  out-of-home media network.  The network is
centrally managed and is applicable over the growing digital signage industry in
any location where a message needs real time display. The 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. By diversifying its potential markets,  the Company hopes to realize
revenue from multiple sources.

         Limelight   developed  the  Content  Management  System,  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,  including,
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 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  patrons that visit the location  partner's
venues. A location partner can be a theater owner,  retail storeowner or any one
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.


                                       11
<PAGE>


         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.  The Company  believes that
the  future   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.

         Subsequently,  on August 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 intends to
install  large screens on the system to market the products of the system or the
location partner.


EMPLOYEES

         As of June 30, 2004, Limelight had six (6) employees. Limelight intends
to hire  additional  employees  upon  securing  the  necessary  operational  and
equipment  financing.  All  of  our  employees  are  located  at  the  Company's
headquarters  in Tennessee.  None of the Company's  employees are subject to any
collective bargaining agreement.


CRITICAL ACCOUNTING POLICIES


         RESEARCH AND DEVELOPMENT COSTS

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


         STOCK-BASED COMPENSATION

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

         The Company  did not grant any  warrants  or options to  employees  for
compensation  for the years  ended 2003 and 2002,  and for the period from April
19, 2001 (Date of  Inception of Limelight  Media Group,  Inc.)  through 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.


                                       12
<PAGE>


         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  $7,290,684  from the period from April 19, 2001 through  December
31, 2003. Our current  liabilities  exceed our current assets and as of June 30,
2004 we had a working capital  deficiency of $1,020,686.  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 JUNE 30, 2004, AS COMPARED TO
THE THREE MONTH ENDED JUNE 30, 2003

         REVENUE.  Revenue for the three  months ended June 30, 2004 was $1,677,
as compared  with $41,840 for the three months ended June 30, 2003 a decrease of
$40,163 or 96.0%. This decrease was the result of the rescission of the Uniguest
purchase in October 2003.

         COST OF REVENUE.  Cost of Revenue for the three  months  ended June 30,
2004 was $0, as compared  with $33,117 for the three month ended June 30, 2003 a
decrease of $33,117.  This  decrease of was the result of the  rescission of the
Uniguest purchase in October 2003.

         GROSS  PROFIT.  Gross profit was $1,677 for the three months ended June
30,  2004,  as compared  with $8,723 for the three  months ended June 30, 2003 a
decrease of $7,046 or 80.8%.  This decrease was the result of the  rescission of
the Uniguest purchase in October 2003.

         GENERAL AND  ADMINISTRATIVE.  General and administrative  expenses were
$567,330 for the three  months ended June 30, 2004,  as compared to $388,207 for
the three  months  ended June 30,  2003,  an increase  of $179,123 or 46%.  This
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.


                                       13
<PAGE>


         NET LOSS.  The net loss for the three  months  ended June 30,  2004 was
$748,343,  as compared to $381,674 for the three months ended June 30, 2003,  an
increase of $366,669 or 96%. This increase was primarily the result of increases
in general and  administrative  expenses and reduced revenues as a result of the
rescission of the Uniguest purchase.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004, AS COMPARED TO THE
SIX MONTH ENDED JUNE 30, 2003

         REVENUE.  Revenue for the six months ended June 30, 2004 was $1,808, as
compared  with  $87,165  for the six months  ended June 30,  2003 a decrease  of
$85,357  or 97.9%.  This  decrease  of was the result of the  rescission  of the
Uniguest purchase in October 2003.

         COST OF REVENUE. Cost of Revenue for the six months ended June 30, 2004
was $0, as  compared  with  $47,112  for the six months  ended  June 30,  2003 a
decrease of $47,112.  This  decrease of was the result of the  rescission of the
Uniguest purchase in October 2003.

         GROSS PROFIT. Gross profit was $1,808 for the six months ended June 30,
2004, as compared with $40,053 for the six months ended June 30, 2003 a decrease
of $38,245 or 95.5%.  This  decrease  was the  result of the  rescission  of the
Uniguest purchase in October 2003.

         GENERAL AND  ADMINISTRATIVE.  General and administrative  expenses were
$2,437,874  for the six months  ended June 30, 2004 as compared to $558,244  for
the six months  ended June 30, 2003,  an increase of  $1,879,630  or 337%.  This
increase  resulted  primarily  from increased  compensation  paid to consultants
retained  by the  Company and the  expensing  of  expenses  related to a Standby
Equity Distribution transaction with Cornell Capital Partners, L.P.

         NET  LOSS.  The net loss for the six  months  ended  June 30,  2004 was
$2,989,488,  as compared to $521,686 for the six months ended June 30, 2003,  an
increase of $2,467,802 or 473%.  This  increase was  primarily  attributable  to
increases  in general and  administrative  expenses  and  reduced  revenues as a
result of the rescission of the Uniguest purchase.


LIQUIDITY AND CAPITAL RESOURCES

         As of June 30,  2004,  we had cash and other  current  assets  totaling
$3,017, as compared to $67,300 as of June 30, 2003. The significant  decrease in
our  current  asset  position  is  attributable  to the net loss from  operating
activities and the rescission of the Uniguest purchase agreement. As of June 30,
2004,  we had  approximately  $124,425  in fixed  assets,  net,  as  compared to
$100,114 as of June 30, 2003. As of June 30, 2004, our total current liabilities
were  $1,023,703,  consisting  primarily  of $325,984  due to  stockholders  and
$436,304 of accounts payable

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

         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
secured by all of our assets and is convertible  into shares of our common stock
as a price per share that is equal to the lesser of: (i) an amount equal to 120%
of the closing bid price of our common  stock as of the date of the  convertible
debenture  or (ii) an amount  equal to 80% of the  average of the  lowest  daily
volume  weighted  average  price of our common  stock for the five  trading days
immediately  preceding the conversion  date. The convertible  debenture  accrues
interest at a rate of 5% per year and is convertible at the holder's option. The
convertible  debenture  has a  term  of 3  years.  At  Limelight's  option,  the
convertible debenture may be paid in cash or converted into shares of our common
stock unless converted earlier by the holder.  Except after an event of default,
as set forth in the  Secured  Convertible  Debenture  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.

         In the  absence of outside  financing,  we believe  that we do not have
sufficient 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 June 30,
2004,  we incurred a net loss of $748,343  and for the six months ended June 30,
2004 we incurred a net loss of  $2,989,488.  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.


                                       14
<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 June 30, 2004,  we had no cash on hand and our total  current
assets  were  $3,017.  As  of  June  30,  2004,  our  current  liabilities  were
$1,023,703.  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.


         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

         Currently,  we are  dependent  upon  external  financing  to  fund  our
operations.  Our financing needs are expected to be provided,  in large part, by
our Standby Equity Distribution Agreement.  The amount of each advance under the
Standby  Equity  Distribution  Agreement is subject to a maximum amount equal to
$170,000.  Because of this maximum  advance  restriction,  we may not be able to
access sufficient funds when needed. If the market price of our shares of common
stock  declines,  we would be required  to issue more shares of common  stock in
order to draw down the same dollar  amount of an advance than if our stock price


                                       15
<PAGE>


were higher. Our Articles of Incorporation  currently  authorize Limelight Media
to issue 100  million  shares.  In the event that we do not  obtain  shareholder
approval to amend our Articles of  Incorporation  and  increase  our  authorized
common  stock,  we will  obtain  lower  net  proceeds  from the  Standby  Equity
Distribution if the price of our common stock declines.

         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. Based on our recent stock price
of $0.18, we would have to issue to Cornell Capital Partners  68,728,522  shares
of our common stock in order to draw down the entire $12 million available to us
under the Standby Equity Distribution Agreement. We registered 16,729,664 shares
of  our  common  stock  under  the  Standby  Equity  Distribution  Agreement  in
registration  statement  on Form  SB-2,  which  was  declared  effective  by the
Securities and Exchange Commission on August 16, 2004. Based on our recent stock
price of $0.18 and that we  registered  16,729,664  shares of our  common  stock
under the Standby Equity  Distribution  Agreement in  accompanying  registration
statement,  we  could  only  draw  down  $2,920,999  under  the  Standby  Equity
Distribution  Agreement.  Our  Articles  of  Incorporation  currently  authorize
Limelight  Media to issue 100 million  shares and, as of August 11, 2004, we had
54,361,937 shares of common stock issued and outstanding. In the event we desire
to  draw  down  any  available   amounts  remaining  under  the  Standby  Equity
Distribution  Agreement after we have issued the 16,729,664 shares registered in
the registration statement on Form SB-2, we will have to file a new registration
statement  to cover such  additional  shares that we would issue for  additional
draw  downs on the  Standby  Equity  Distribution  Agreement.  Unless  we obtain
profitable operations,  it is unlikely that we will be able to secure additional
financing  from  external  sources  other than our Standby  Equity  Distribution
Agreement.  Therefore,  if we are  unable  to draw  down on our  Standby  Equity
Distribution  Agreement,  we may be forced  to  curtail  or cease  our  business
operations.

         In  addition,  pursuant  to the terms of  Standby  Equity  Distribution
Agreement,  Cornell  Capital  Partners  may  not  own  more  than  9.9%  of  our
outstanding  shares of common stock.  In the event Cornell  Capital  Partners is
unable to sell the shares of our common  stock that are issued  after we receive
an advance in order to keep them below 9.9% beneficial  ownership,  we might not
be able to draw down  additional  funds when  needed  under the  Standby  Equity
Distribution Agreement.  Therefore, if we are unable to draw down on our Standby
Equity Distribution Agreement, we may be forced to curtail or cease our business
operations.


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

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

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

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

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

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

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


         WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

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


                                       16
<PAGE>


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


         WE MAY BE UNABLE TO MANAGE GROWTH

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

         o     Maintain a system of management controls.

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

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


         WE EXPECT INTENSE COMPETITION IN OUR INDUSTRY

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


         FUTURE  ACQUISITIONS MAY DISRUPT OUR BUSINESS AND DEPLETE OUR FINANCIAL
         RESOURCES

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

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

         o     incur debt;

         o     assume liabilities;

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

         o     incur large and immediate write-offs.

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

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

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

         o     unanticipated costs;


                                       17
<PAGE>



         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.


         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 29% OF OUR COMMON STOCK
         ON A FULLY DILUTED BASIS AND SUCH  CONCENTRATION  OF OWNERSHIP MAY HAVE
         THE EFFECT OF DELAYING OR PREVENTING A CHANGE OF CONTROL OF OUR COMPANY

         David  Lott,   our   President  and  a  Director,   beneficially   owns
approximately  __% 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.


                                       18
<PAGE>


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


CHANGE IN TECHNOLOGY ENVIRONMENT AND ACCESS

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


LACK OF MARKET FOR MEDIA PLACEMENT

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


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

         All of the  approximate  19,000,000  shares of common  stock  which are
currently  held,  directly  or  indirectly,  by  management  have been issued in
reliance on the private  placement  exemption  under the Securities Act of 1933.
Such shares will not be available for sale in the open market  without  separate
registration  except in reliance upon Rule 144 under the Securities Act of 1933.
In general, under Rule 144 a person, or persons whose shares are aggregated, who
has beneficially owned shares acquired in a non-public  transaction for at least
one year,  including  persons  who may be deemed  affiliates  of  Limelight,  as
defined,  would be entitled to sell  within any  three-month  period a number of
shares that does not exceed the greater of 1% of the then outstanding  shares of
common stock,  or the average  weekly  reported  trading  volume during the four
calendar weeks preceding such sale,  provided that current public information is
then  available.   If  a  substantial  number  of  the  shares  owned  by  these
shareholders were sold under Rule 144 or a registered offering, the market price
of the common stock could be adversely affected.


ITEM 3.  CONTROLS AND PROCEDURES


(A)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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


(B)      CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                       19
<PAGE>


                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

         There is litigation  threatened  regarding  Clickplay,  Inc. Clickplay,
Inc. has alleged claims against the Company for non-payment of deposits  related
to a consulting  services  agreement.  The Company was unable to secure adequate
financial  backing to engage  Clickplay,  Inc. and no services  were rendered by
Clickplay,  Inc. However,  Clickplay, Inc. claims deposits totaling ninety-three
thousand dollars  ($93,000.00) remain due.  Clickplay,  Inc. filed suit February
19, 2002, in the Circuit Court of Tennessee for the Thirtieth  Judicial  Circuit
at Memphis in an action styled Clickplay,  Inc. v. Limelight,  Inc., case number
00092502D.5AD.  A default  judgment  was  entered  in favor of  Clickplay,  Inc.
against  Limelight,  Inc.,  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.

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

         On Dec 31, 2004,  Mr. David V. Lott,  President and CEO of the Company,
filed for protection  under US Bankruptcy  Code Chapter 13, in the United States
Bankruptcy Court,  Western District of Tennessee,  Western Division.  On May 17,
2004, the Chapter 13 filing by Mr. Lott was dismissed.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a)   None.

         (b)   None.

         (c)  In April 2004,  various  employees  and officer of the
              Company  converted  $42,500 in principal and $1,969 in
              accrued interest into 320, 566 shares of the Company's
              common stock.  As of June 30, 2004  convertible  loans
              payable- related party totals $10,000.

              During   April   2004  the   holder  of  the   $54,500
              convertible  loan converted  $35,217 of principal into
              414,313  shares of the Company's  common stock.  As of
              June 30, 2004, the balance totals $19, 283.

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

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

              In March 200,  the Company  entered  into a settlement
              agreement  with  See/Saw   Communications  whereby  in
              April,  2004 the  Company  issued  300,000  restricted
              shares of its common stock valued at $60,000

              In April 2004, the Company  issued 177,778  restricted
              shares of its common stock for cash at $0.03 per share
              in completion of a stock purchase agreement.

         (d)   None.


                                       20
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         Not applicable.


ITEM 5.  OTHER INFORMATION

         Not applicable.


                                       21
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS.


EXHIBIT
NO.         DESCRIPTION                                        LOCATION
---------   ---------------------------------------------      -----------------
    10.14   Resale Agreement, dated June 16, 2004, by and      Provided herewith
            between Limelight Group and Champ Car World
            Series

    10.15   Master Agreement, dated August 2, 2004, by and     Provided herewith
            between Limelight media and Woodland AEM, LLC

    31.1    Officer's Certificate Pursuant to Section 302      Provided herewith

    31.2    Officer's Certificate Pursuant to Section 302      Provided herewith

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

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


         (b)   REPORTS ON FORM 8-K.

         No reports on Form 8-K were filed  during the  quarterly  period  ended
June 30, 2004.


                                       22
<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:    August 18, 2004                           LIMELIGHT MEDIA GROUP, INC.


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


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


                                       23
<PAGE>