SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

               [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2003

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1943

  FOR THE TRANSITION PERIOD FROM_________________ TO ________________________

                        COMMISSION FILE NUMBER: 0-09358

                          LIMELIGHT MEDIA GROUP, INC.
                 ----------------------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

             NEVADA                                     88-0441338
  -------------------------------         -----------------------------------
  (State or other jurisdiction of         (I.R.S Employer Identification No.)
   incorporation or organization)

       8000 CENTERVIEW PARKWAY, SUITE 115
                  MEMPHIS, TN                                   38018
    ----------------------------------------                 ----------
    (Address of principal executive offices)                 (Zip Code)

          Issuer's telephone number:                       (901)-757-0195
                                                           --------------

 Securities registered under 12(b) of the Exchange Act:         NONE
                                                               ------


      Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [_]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

      The  registrant  had  revenues of $88,927 for the year ended  December 31,
2003.

      The   aggregate   market  value  of  the  voting   common  stock  held  by
non-affiliates   of  the  Registrant  on  April  2,  2004,   was   approximately
$3,229,458.32, based on the average bid and asked prices on such date of $.11.

      The Registrant had 51,694,377 shares of common stock, par value $0.001 per
share, outstanding on April 2, 2004.

<PAGE>

                                     PART I

      FORWARD-LOOKING  STATEMENTS AND  ASSOCIATED  RISKS.  This filing  contains
forward-looking  statements.  Such forward-looking statements include statements
regarding,  among other things, (a) our projected sales and  profitability,  (b)
our growth strategies,  (c) anticipated  trends in our industry,  (d) our future
financing plans, (e) our anticipated needs for working capital,  (f) our lack of
operational  experience and (g) the benefits  related to ownership of our common
stock.  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  information  may
involve known and unknown risks, uncertainties, and other factors that 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.  These statements may be found under  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
"Business,"  as well as in this filing  generally.  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 as projected.

ITEM 1. DESCRIPTION OF BUSINESS

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

BUSINESS OVERVIEW OF LIMELIGHT MEDIA GROUP, INC.

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

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

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

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

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

OVERVIEW OF STATE OF ADVERTISING INDUSTRY

      Spring 2002  ushered in the rebound of ad spending in the U.S.,  after the
sharp  declines  following  the dot-com  bubble burst and the World Trade Center
terrorist attacks. Since then, the advertising market in the U.S. has climbed to
$89.6  billion for the first  three  quarters  of 2003,  according  to TNS Media
Intelligence/CMR;  the broadcast sector  accounted for $46.9 billion,  while the
print sector accounted for 37.9 billion.

      The continued climb is expected  through 2004, with total U.S. ad spending
projected  at $266.4  billion by media buyer  Universal  McCann,  boosted by the
Olympics  and  election  spending,  and  worldwide  spending at $498.3  billion.
ZenithOptimedia  offers a more  conservative  outlook,  pegging U.S. spending at
$156.4 billion and worldwide spending at $342.6 billion.

      But despite  the rebound in  spending,  it is not  business as usual.  The
advertising  industry is grappling  with change.  Despite a rebounding  economy,
marketers  remain  under  pressure  to cut costs  and prove the  return on their
marketing  investments,  while digital technologies,  shifting customer behavior
and demographics,  and demands for  accountability  are challenging  traditional
mediums.  Cable,  DVDs,  TiVo, the Internet,  and video games are also affecting
television viewing patterns. (Television continues to be the biggest advertising
medium,  accounting  for  23%  of  total  U.S.  ad  spending.).   Marketers  are
increasingly  seeking alternative ways to reach customers who no longer will sit
through commercials. Young adults, the most desired audience by advertisers, for
example, are either not watching television or are pre-recording shows for later
viewing,  during which,  they skip over commercials.  In particular,  young men,
ages 18-34,  who readily adopt new  technologies,  are playing more video games,
using more DVDs, spending more time online, and watching less broadcast TV. As a
growing trend, we believe this presents a problem for traditional  media (radio,
television,  and print), while creating opportunities for alternative media that
provide access to an increasingly elusive audience.

CINEMA ADVERTISING

      Long an accepted  advertising  medium in Europe and the rest of the world,
cinema  advertising is finally  enjoying  growth in the U.S.,  prompting  Regal,
Screen Vision,  and the National  Cinema Network (the three represent 77% of all
cinema  advertising  today) to found the Cinema  Advertising  Council ("CAC") in
2003.  Today,  the CAC represents 95% of the movie screens in the United States.
Regal,  the  largest  of them all,  increased  its  "other,"  non-box  office or
concession  revenue,  to 60%  in the  first  half  of  2003  because  of  cinema
advertising.

      A study  released by Arbitron  earlier this year indicated that cinema ads
have a high attention  factor,  with 86% of moviegoers  aware of the advertising
run on the screen.  Further,  the study  indicated that on average,  the average
moviegoer  is  educated,  active,  and likely to have a household  income  above
$75,000. Nielsen partnered with the CAC to develop Nielsen Cinema, an in-theater
audience  measurement  service for buying and selling  cinema  advertising.  The
first  results show that the audience  television  is losing,  especially  young
males  ages  18-34 are going to the  movies.  Nielsen  found  that in an average
month, 100 million people went to the movies, 35% of whom were adult males, with
18-34 year old males representing 19% of the overall total.

      Media  buyers  are now  predicting  that  the  data  will  encourage  more
advertisers to tap into in cinema  advertising.  Universal  McCann predicts that
the industry will see an increase in non-traditional,  targeted ad buys in 2004,
especially with cinema and the Internet,  because of increasing frustration with
network TV's rising costs and decreasing viewers.

IN-STORE NETWORKS

      In July, Levi Strauss declined to use traditional  advertising  mediums to
launch its Signature jeans, a lower-priced line. With three 30-second spots, the
company decided to advertise only in Wal-Mart  Stores,  with support on in-store
signage,  and weekly add  circulars.  The 100 million  shoppers that Wal-Mart TV
delivers  weekly is only part of the  attraction  to the in-store  network.  The

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comparatively low cost of in-store network advertising and the ability to target
consumers  at the  point of sale is the  bigger  reason.  According  to Point of
Purchase Advertising  International  ("POPAI"),  75% of purchasing decisions are
made in the store.

      Founded 10 years ago,  Prime  Retail  Network  (PRN) is today the  biggest
operator of in-store  networks in the United  States.  In addition to  operating
Wal-Mart  TV, they also operate the  networks  for Best Buy,  Kroger's,  Circuit
City, Sam's Club,  FootAction USA, and Ralphs  supermarket.  The company charges
from $50,000 to $300,000,  depending on frequency, for four-week flights. (These
figures are similar to  prime-time  cable ad buys.)  Monitored by Nielsen  Media
Research,  PRN claims that its networks  deliver 170 million  gross  impressions
each month. PRN also claims that its Wal-Mart network alone delivers 118 million
unduplicated  viewers every four weeks,  far more than any network  besides NBC,
CBS,  ABC,  and FOX. PRN  delivers a broadcast  program on a monthly  cycle that
cannot be segmented to markets or demographics.

      Onvance, an Atlanta-based  company founded by Conoco,  Irving Oil, Suncor,
Tesoro,  and  Warren  Equities,  uses  a  direct-to-store   broadband  satellite
infrastructure  to  provide  convenience  stores  with  an  InStore  Advertising
Network.  Flat-screen  television monitors are located at the checkout and other
areas of the stores.  Launched in June 2002, Onvance's InStore Network is now in
over 350 stores in Denver, Raleigh/Durham, New England, and Toronto.

      Narrowcasting  is the  practice  of  aiming a product  at a very  specific
demographic market. And like cable,  in-store TV is a form of narrowcasting.  We
believe  that  in-store  TV shows  promise,  as it allows  retailers  to attract
advertising from companies who don't sell their products  through  supermarkets,
for example, but who want to reach a well-defined, regular audience.

      Retailers  are  less  interested  in  generating  media  revenue  than  in
increasing  sales, so it follows that most are looking to companies like PRN and
Onvance to operate  and manage  their  networks,  including  advertising  sales,
rather  than  doing it  themselves.  And for  marketers,  the  ability to target
consumers at the point of sale is the primary  attraction  to in-store TV, which
may well accelerate its acceptance as an advertising media. We believe that this
is Limelight  Media's  strength.  Whereas,  most large  networks are  broadcast,
Limelight can pinpoint the message to the market, store or demographic profile.

DIGITAL SIGNAGE

      There is growing  interest in replacing  conventional  printed  signs with
electronic  ones.  Digital  signs are easier to  update,  can be  customized  by
season,  time of day and  location,  and  allow a higher  level of  control  and
consistency. Most importantly, Limelight's management believes, they deliver the
brand message at the point of purchase,  where,  according to POPAI, over 75% of
purchasing decisions are made.

      Digital  signage  combines  video and other  media-rich  content to create
dynamically  changing  advertising.  We believe  that the wide range of uses for
digital  signage - from  displaying  ads of  discounted  products to  delivering
up-to-the-minute   news,  to  serving  as  an  information  provider  -  present
tremendous  opportunity.  The  advantages to digital  signage  include its lower
cost; it's a direct  communication  medium;  it can use the same  infrastructure
used for employee and customer communications; and, it drives sales at the point
of sale. Digital signage is particularly  important to retail environments where
in-store  promotions  change  frequently  and where price is a primary  means of
competition.

      Many retailers are  discovering  the impact of interactive  visuals at the
point of purchase,  targeted to specific,  personalized  consumer  interests and
served up instantaneously  across a digital network. Most signage today has been
limited to printed ones or  distributed  via  videotapes  and DVDs that play the
same  content  over and over  again.  The content  could  neither be adapted nor
repackaged based on regional  preferences,  lifestyles,  or buying patterns in a
particular  market.  In contrast,  digital signage and messaging  systems can be
targeted  to time of day,  day of the  week,  store  location,  current  weather
conditions-whatever is key to connecting with customers at that place and time -
making it possible to quickly  assemble  creative  programming.  We believe that
that flexibility can translate into increased retail sales.

      There are hurdles to digital signage, which include the cost of technology
that may prevent  mid-to-lower tier retail  establishments from taking advantage
of digital signage, and lack of research into digital signage  effectiveness may
slow marketers from making major investments. We believe that the ability of the
new  medium  to  combine  electronics,   entertainment,  and  communication  for
increasing  brand  awareness,  for connecting  directly with consumers,  and for
generating  a new  revenue  stream is  making  retailers  take a closer  look at
companies who will operate and manage a digital sign network.

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POINT-OF-PURCHASE ADVERTISING

      Point-of-purchase  advertising  is a  large  segment  of  the  advertising
industry,  according to POPAI. It is estimated that 75% of purchasing  decisions
being made at the point of sale;  therefore,  marketers continue to seek ways to
take their messages into the retail  environment to reinforce  their messages in
other media, particularly those in print and television.

IN-STORE MEDIA AND DIGITAL MEDIA NETWORKS

      Point-of-purchase,  in-store networks, and digital signage - together they
comprise  "in-store  media," which could become the  fastest-growing  of the POP
disciplines.

      According to POPAI,  technology is driving new and improved uses of retail
marketing.  New forms of POP  advertising  are growing in importance,  including
digital  signage,  narrowcasting,  and  interactive  kiosks.  And  increasingly,
retailers are looking to POP  advertising to  differentiate  themselves from the
competition.

      But  while  marketers  and  ad  agencies  believe  that  digital  in-store
communication will play an increasingly important role in the future, many still
do not understand the medium.  This is due, in large part, to the fact that most
providers have emphasized digital media network  technologies  rather than there
being a way to better  communicate  sales  promotions,  product,  and  corporate
messages to consumers at the point-of-sale.  Further, digital media networks can
easily be tied to customer relationship management, supply chain management, and
business intelligence systems. Digital media networks can provide retailers with
the  ability  to deliver  instant  messaging  while  eliminating  the  guesswork
normally  associated with POP  development and display.  We believe that digital
media,  POP can indeed become the strategic tool for extending a  manufacturer's
brand identity throughout the shopping experience.

      Successful  implementation  must take into account aesthetics and customer
traffic  patterns.  Additionally,  the  system  must be  reliable  and secure as
digital  signage can become a key point of contact with the  customer.  Finally,
because in-store media remains an expensive proposition,  costs must be measured
to determine return on investment.

      Limelight created the digital  management  system  specifically to address
the needs of the  market.  Video  content is managed at  individual  or multiple
locations simultaneously.  Each remote location is managed separately from other
locations  through  proprietary  software  created by Limelight  for  Limelight.
Limelight is currently upgrading the software and hardware systems to streamline
the  insertion  of  advertising  content  from the source  providers  and manage
available  inventory on a site by site basis. Upon the successful  deployment of
the upgrade. Limelight,  intends to apply for a patent on its content management
system.

MARKETING PROGRAMS

      Y2MARKETING

      Y2Marketing  is a  marketing  service  agency  that was started in 1994 by
partners Richard Harshaw and Edward Earle and was known as Marketing Strategies.
From that time to 1998, the company worked with over 9,000 different  businesses
in  over  350  different  industries  through  seminars,  workshops,  one-on-one
consulting,  and individual  consultations.  During this same time,  Y2Marketing
began offering various  marketing  fulfillment  services to their clients in the
form of  printing,  advertising  placement,  media  services,  design  services,
Internet development, and so forth.

      Y2Marketing  has  been  responsible  for  the  development  of a  national
marketing  campaign  to educate  advertising  agencies  in the  benefits  of the
Limelight captive audience network. As of this filing, four separate direct mail
pieces have been  distributed  to over 5000 agencies  with detailed  information
concerning  captive audience  networks and  specifically  Limelight Media Group.
Additionally,  Y2Marketing is distributing the media kits and direct mail pieces
to their current clients and potential  clients in an effort to develop business
with Limelight with their current business customers.

      MANDALAY ENTERTAINMENT

      Mandalay  is a family of  companies,  which  includes  Mandalay  Pictures,
Mandalay Television,  Mandalay Media Arts, Mandalay Branded  Entertainment,  and
Mandalay Sports Entertainment and several professional sports teams. Mandalay is
headed by Chairman & CEO Peter Guber, who has produced such blockbuster films as
Batman, Rainman,  Flashdance, and was the former Chairman & CEO of Sony Pictures
Entertainment.  Mr. Guber also  formerly ran Columbia  Pictures,  PolyGram,  and
Casablanca,  overseeing film, TV, video, music, licensing,  merchandising,  etc.
operations.

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      Mandalay has been retained by Limelight to assist in the  development of a
branded  entertainment  program  for the  Limelight  Network.  Mandalay  is also
assisting  in the  expansion  of the  Limelight  Network to numerous  markets by
introducing the Limelight Network to its customers and business associates.

      MPH ENTERTAINMENT

      MHP Entertainment was launched in January of 1996 by Jim Milio, Melissa Jo
Peltier and Mark Hufnail.  MPH  Entertainment  specializes  in the production of
feature films, telefilms,  television series and specials. MPH has produced over
150 hours of primetime television programming and two independent feature films.
In 2002,  Tom Hanks'  Playtone  Company  co-produced,  in  association  with MPH
Entertainment, the box office hit My Big Fat Greek Wedding, winner of a People's
Choice Award and the highest grossing  independent feature film in history.  MPH
Entertainment is actively producing specials and series for The History Channel,
the  A&E  Television  Network,  the  Sci-Fi  Channel,  VH-1  and  the  Discovery
Communications  family of channels.  MPH Entertainment's other successful titles
include The  Founding  Fathers,  Discovery  Channel's  Eco-Challenge  Australia,
Inside Islam and In the Footsteps of Jesus

      MPH  Entertainment  has been  retained by Limelight to produce the "In the
Limelight"  program.  The program is scheduled  for first release in May 2004 in
approximately 80 theater  lobbies.  The program will be updated monthly with new
content.  As  the  Limelight  Network  grows,  Limelight  intends  to  have  MPH
Entertainment create proprietary programming for the Limelight Network.

EMPLOYEES

      As of December  31,  2003,  Limelight  had five (5)  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.

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.  We  anticipate  that we will in all
likelihood,  have  to  rely  on  external  financing  for  all  of  our  capital
requirements.  Future  losses  are  likely to  continue  unless we  successfully
implement our business plan, which calls for us to expand  deployment  locations
and to sell advertising time. Our ability to continue as a going concern will be
dependent  upon our  ability  to draw down on the  Standby  Equity  Distribution
Agreement which we have entered into with Cornell Capital Partners.  If we incur
any problems in drawing down the Standby Equity Distribution  Agreement,  we may
experience  significant  liquidity  and  cash  flow  problems.  If  we  are  not
successful in reaching and maintaining  profitable operations we may not be able
to attract  sufficient  capital to continue  our  operations.  Our  inability to
obtain adequate financing will result in the need to curtail business operations
and will likely result in a lower stock price.

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

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

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

      There is  substantial  doubt  about our  ability  to  continue  as a going
concern due to our  Company's  losses from  operations  and current  liabilities
exceed  current  assets.  We  anticipate  that we will  incur net losses for the
immediate  future. We expect our operating  expenses to increase  significantly,
and, as a result, we will need to generate monthly revenue if we are to continue
as a going concern. To the extent that we do not generate revenue at anticipated
rates, we do not obtain additional  funding,  or that increases in our operating
expenses precede or are not subsequently  followed by commensurate  increases in

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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 December  31, 2003,  we had $15,366 of cash on hand and our total  current
assets were $15,366.  Our current  liabilities  were  $665,063.  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 average  daily  trading  volume of our
common stock in December 2003 was 51,043  shares.  The high and low bid price of
our common stock for the last two years has been $0.78 and $0.05,  respectively.
Our common stock has  experienced,  and is likely to  experience  in the future,
significant  price and volume  fluctuations,  which could  adversely  affect the
market price of our common stock without regard to our operating performance. In
addition,  we  believe  that  factors  such  as  quarterly  fluctuations  in our
financial  results and changes in the overall  economy or the  condition  of the
financial  markets  could  cause  the  price of our  common  stock to  fluctuate
substantially.

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

      We are  dependent  upon  external  financing to fund our  operations.  Our
financing  needs are  expected to be  provided,  in large  part,  by the Standby
Equity  Distribution  Agreement.  The amount of each  advance  under the Standby
Equity Distribution  Agreement is subject to an aggregate maximum advance amount
equal to $510,000 in any 30-calendar-day period. 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 April 1, 2004,  we had  51,694,337  shares of common stock issued and
outstanding. Unless we obtain profitable operations, it is unlikely that we will
be able to secure  additional  financing  from  external  sources other than the
Standby Equity Distribution Agreement.  Therefore, if we are unable to draw down
on the Standby  Equity  Distribution  Agreement,  we may be forced to curtail or
cease our business operations.

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

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

                                       7
<PAGE>

      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.

      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. Our market share in the media advertising industry is very small at this
time. 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:

                                       8
<PAGE>

      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.


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

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

      OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

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

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

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

                                       9
<PAGE>

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.

CHANGE IN TECHNOLOGY ENVIRONMENT AND ACCESS

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

LACK OF MARKET FOR MEDIA PLACEMENT

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

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

      All of the  approximate  22,335,615  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 2. DESCRIPTION OF PROPERTY

      Limelight  leases a 2,850 square feet office in Cordova,  Tennessee,  at a
cost of $2832.00 per month. The lease expires on June 1, 2006.  Limelight has an
option to renew the lease for a period of three years.  In  addition,  Limelight
owns  approximately  $90,103 of  miscellaneous  office  furniture and equipment,

                                       10
<PAGE>

including computers, net of accumulated depreciation of $48,248.

ITEM 3. LEGAL PROCEEDINGS

      There are three  pending  or  threatened  litigation  matters  related  to
Limelight, which are as follows:

      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  was  recognized as a potential  liability of
approximately  twenty-five thousand dollars  ($25,000.00).  No known motions are
outstanding and the matter remains pending.

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

      Pending in the Circuit Court of Tennessee, is case # CT-006990-03,  styled
Terrance  Lall,  Lester Hall and Heath Wilson vs,  Limelight  Media Group,  Inc,
formerly known as Showintel  Networks,  Inc, David V. Lott and the David V. Lott
Living Trust,  filed December 16, 2003. Mr. Lall, et. al., is alleging breach of
contract  against the defendants.  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 consultant 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.

      Litigation was  threatened by Erik Nelson,  former officer of the Company,
for alleged unpaid consulting services.  In February 2004, we arranged to settle
with Erik Nelson by  obtaining a third party to purchase  warrants  held by Erik
Nelson for $18,000.  Limelight  has received a total  release from all claims by
Erik Nelson.

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

      No  matter  was  submitted  to a vote of  security  holders,  through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of our fiscal
year ended December 31, 2003.

                                       11
<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common stock has been publicly  traded since July 1996. The securities
are  traded on the  over-the-counter  securities  market  through  the  National
Association of Securities  Dealers  Automated  Quotation  Bulletin Board System,
under the symbol "LMMG.OB."

      The following table sets forth for the periods indicated the range of high
and low closing  bid  quotations  per share as reported by the  over-the-counter
market for the past two years. These quotations  represent  inter-dealer prices,
without  retail  markups,  markdowns  or  commissions  and may  not  necessarily
represent actual transactions.

            YEAR 2002                                   HIGH       LOW
            ----------------------------------        --------  --------
            First quarter                              $1.05     $ 0.15
            Second quarter                             $0.85     $0.072
            Third quarter                              $0.27     $ 0.04
            Fourth quarter                             $0.22     $ 0.05

            YEAR 2003                                   HIGH       LOW
            ----------------------------------        --------  --------
            First Quarter                              $0.24     $0.065
            Second Quarter                             $0.15     $ 0.05
            Third Quarter                              $0.10     $ 0.02
            Fourth Quarter                             $0.12     $ 0.04

            YEAR 2004                                   HIGH       LOW
            ----------------------------------        --------  --------
            First Quarter                              $0.78     $ 0.17


      On April 2, 2004, the closing price of our common stock as reported on the
Over-the-Counter  Bulletin  Board was  $0.11 per  share.  On April 2,  2004,  we
believe we had in excess of 350 holders of common stock and 51,694,337 shares of
our common  stock were  issued and  outstanding.  Many of our shares are held in
brokers' accounts,  so we are unable to give an accurate statement of the number
of shareholders.

DIVIDENDS

      We have not paid any  dividends on our common stock and do not  anticipate
paying any cash  dividends in the  foreseeable  future.  We intend to retain any
earnings to finance  the growth of the  business.  We cannot  assure you that we
will ever pay cash  dividends.  Whether we pay any cash  dividends in the future
will depend on the financial condition,  results of operations and other factors
that the Board of Directors will consider.

RECENT SALES OF  UNREGISTERED  SECURITIES  THE  FOLLOWING  PROVIDES THE SALES OF
UNREGISTERED SECURITIES OF LIMELIGHT FOR THE PAST YEAR

      On February 13, 2003,  177,000 shares were issued, at a price of $0.10 per
share, to Market Pathways,  a market development and research company,  pursuant
to  Section  492) of the  Securities  Act of 1933.  The shares  were  issued for
services in the amount of $19,470.  The shares are restricted as to resale under
Rule 144.  On the date of  issuance,  the market  price of the common  stock was
$0.11 per share.

      On March 12, 2003, 30,000 shares were sold to Leslie Nelson for a total of
$3,000,  at a price of $0.10 per share. The shares were sold pursuant to Section
4(2) of the Securities Act of 1933. The proceeds have been used for installation
of equipment. The shares are restricted as to resale under Rule 144. On the date
of issuance, the market price of the common stock was $0.11 per share.

      On March 2, 2003,  200,000  shares  were  issued,  at a price of $0.10 per
share, to Erik Nelson in consideration for consulting  services totaling $20,000
pursuant to a consulting  services  agreement  entered into by Limelight and Mr.
Nelson on November 9, 2002.  On the date of  issuance,  the market  price of the
common stock was $0.085 per share.

                                       12
<PAGE>

      On April 15, 2003, Limelight issued 580,000 shares of its common stock, at
a price of $0.10 per share, in satisfaction of a $58,000  reduction due to David
Lott,  our President and a Director,  consisting of loans from and accrued wages
for Mr. Lott. On the date of issuance,  the market price of the common stock was
$0.08 per share.

      On August 10,  2003,  Limelight  received  $10,000 from an investor in the
form of a convertible  note with an  expiration  date of December 31, 2005 and a
conversion  price of $0.20 per share.  The note bears an annual interest rate of
9%.

      Pursuant to Board Resolution of August 1, 2003,  Limelight agreed to issue
up to 5 million  shares to David V. Lott for  services  rendered,  at an average
price of  $0.07  per  share.  Mr.  Lott has  accepted  no  compensation  and has
continually  financed  Limelight since its inception out of personal funds.  The
Board has agreed to the additional  shares to Mr. Lott in  consideration  of his
support of Limelight.  As of this filing,  Limelight has issued 2,813,555 to Mr.
Lott.

      On December  17,  2003,  a total of 400,000  shares were issued to Messrs.
Kirk Krajewski and Charles Ingram in accordance  with a promissory  note between
the parties and Limelight.

      As a matter of  clarification,  Limelight  believes  the  cancellation  of
shares issued into an escrow account with  International  Forex Finance have not
been properly disclosed.  In February 2002, twenty-five million shares of common
stock  were  placed in escrow  with  International  Forex  Finance in advance of
anticipated line of credit.  A formal  agreement was executed between  Limelight
and International  Forex Finance in September 2002 to be closed in October 2002.
At closing,  the terms of the line of credit were  changed  such that  Limelight
could not accept them.  Therefore the line of credit was  cancelled.  The shares
were released from escrow and Limelight subsequently cancelled all shares issued
to escrow with International Forex Finance.

      Limelight  believes that all transactions  were transactions not involving
any public  offering within the meaning of Section 4(2) of the Securities Act of
1933,  since  (a)  each  of the  transactions  involved  the  offering  of  such
securities to a  substantially  limited number of persons;  (b) each person took
the  securities  as an  investment  for his own  account  and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration  statement on the applicable  form under the
Act; (d) each person had  knowledge  and  experience  in business and  financial
matters  to  understand  the  merits and risk of the  investment;  therefore  no
registration statement need be in effect prior to such issuances.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATIONS

      This  report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934.  Actual  results and events could differ  materially  from
those projected,  anticipated, or implicit, in the forward-looking statements as
a result of the risk factors set forth below and elsewhere in this report.  With
the exception of historical  matters,  the matters  discussed herein are forward
looking  statements  that  involve  risks  and  uncertainties.  Forward  looking
statements include,  but are not limited to, statements  concerning  anticipated
trends in revenues and net income, the date of introduction or completion of our
products,  projections concerning operations and available cash flow. Our actual
results   could   differ   materially   from  the  results   discussed  in  such
forward-looking  statements. The following discussion of our financial condition
and  results of  operations  should be read in  conjunction  with our  financial
statements and the related notes thereto appearing elsewhere herein.

OVERVIEW

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

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

                                       13
<PAGE>

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

      Limelight  has  current  or pending  installations  of its  technology  in
theater locations across the country. Installations are currently operational in
86  theater  locations.  We have 192  pending  theater  location  installations.
Further,  Limelight has executed  co-marketing  agreements  that augment its own
sales and marketing team.

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

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  $4.3
million  form the period from April 19, 2001  through  December  31,  2003.  Our
current  liabilities  exceed our current assets.  These  conditions give rise to
substantial  doubt 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      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  granted no 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  December 31, 2003.  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.

NEW ACCOUNTING PRONOUNCEMENTS

      In July 2001,  the FASB issued SFAS No. 143,  Accounting  for  Obligations
Associated  with the Retirement of Long-Lived  Assets.  SFAS No. 143 establishes
accounting  standards for the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost. It also provides accounting
guidance  for legal  obligations  associated  with the  retirement  of  tangible
long-lived  assets.  SFAS No. 143 is effective in fiscal years  beginning  after
June 15, 2002, with early adoption  permitted.  The adoption of SFAS No. 143 did
not have a material impact on the Company's financial statements.

                                       14
<PAGE>

      In  August  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets.  SFAS 144  establishes  a single
accounting model for the impairment or disposal of long-lived assets,  including
discontinued  operations.  SFAS 144 superseded Statement of Financial Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of, and APB Opinion  No. 30,  Reporting  the
Results of  Operations  -  Reporting  the  Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions.  The  provisions  of SFAS No. 144 are  effective  in fiscal  years
beginning after December 15, 2001, with early adoption permitted, and in general
are to be applied  prospectively.  The  adoption  of SFAS No. 144 did not have a
material  impact on the  Company's  financial  statements  for the  years  ended
December 31, 2003 and 2002.

      In July 2002,  the FASB issued  Statement  No. 146,  Accounting  for Costs
Associated with Exit or Disposal  Activities.  SFAS No. 146 addresses  financial
accounting and reporting for costs associated with exit or disposal  activities,
such as restructurings,  involuntarily  terminating employees, and consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
years ended December 31, 2003 and 2002.

      In April 2003,  the FASB issued SFAS No. 149,  Amendment  of SFAS No. 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  SFAS  No.  133  for  decisions  made  (1) as  part  of  the  Derivatives
Implementation  Group process that effectively  required  amendments to SFAS No.
133,  (2) in  connection  with  other  Board  projects  dealing  with  financial
instruments, and (3) in connection with implementation issues raised in relation
to the  application of the definition of a derivative.  The Statement  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristics  of a derivative  discussed  in paragraph  6(b) of SFAS No. 133,
clarifies  when  a  derivative  contains  a  financing  component,   amends  the
definition of  underlying to conform it to language used in FASB  Interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including  Indirect  Guarantees of  Indebtedness  of Others,  and amends certain
other  existing  pronouncements.  Those  changes will result in more  consistent
reporting  of  contracts  as  either  derivatives  or hybrid  instruments.  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003  and  for  hedging  relationships  designated  after  June  30,  2003.  The
implementation  of SFAS No. 149 is not expected to have a material effect on the
Company's financial statements.

      In May  2003,  the  FASB  issued  SFAS No.  150,  Accounting  for  Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. In
addition,  the Statement requires an issuer to classify certain instruments with
specific  characteristics  described  in it as  liabilities.  This  Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after  June 15,  2003.  The  implementation  of SFAS  No.  150 is not
expected to have a material effect on the Company's financial statements.

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

RESULTS OF OPERATIONS

      REVENUE

      For the year  ended  December  31,  2003,  we had  revenue  of  $88,927 as
compared to $32,867 for the year ended December 31, 2002, an increase of $56,060
or 170.6%. This increase was primarily attributable to sales by UniGuest.

      COST OF REVENUE

      For the year ended December 31, 2003, we had cost of revenue of $47,112 as
compared to $24,131 for the year ended December 31, 2002, an increase of $22,981
or 95.2%. This increase was primarily attributable to sales by UniGuest.

      GENERAL AND ADMINISTRATIVE EXPENSES

      For  the  year  ended   December  31,  2003,   we  incurred   general  and
administrative  expenses of $1,475,619  as compared to  $1,989,240  for the year
ended  December  31,  2002,  a decrease of $513,621 or 25.8%.  This  decrease is
primarily  attributable  to a reduction in the amount of our consulting  fees of
$824,956 for the year ended  December 31, 2003 as compared to $1,646,719 for the
year  ended  December  31,  2002,  a decrease  of  $821,763  or 49.9%.  This was
partially offset by an increase in our other general and administrative expenses
of  $282,718  or 87.5% from  $606,003  for the year ended  December  31, 2003 to
$323,285 for the year ended December 31, 2002, an increase of $282,718 or 87.5%.
A large portion of our other general and administrative expenses were related to

                                       15
<PAGE>

our development of our network media management operations.

      NET INCOME (LOSS)

      For the year ended  December  31,  2003,  our net loss was  $1,620,765  as
compared to  $1,981,664  for the year ended  December  31,  2002,  a decrease of
$360,899 or 18.2%.  This decrease is primarily  attributable  to our decrease in
general and administrative expenses and our increase in revenue.

      LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2003,  we had cash and other  current  assets  totaling
$15,366 as compared to $26,189 as of December 31, 2002. The significant decrease
in our cash  position is directly  attributable  to the net loss from  operating
activities.  As of December  31,  2003,  we had  approximately  $90,123 in fixed
assets, net, as compared to $113,670 as of December 31, 2002. As of December 31,
2003,  our total current  liabilities  were  $665,063,  consisting  primarily of
$283,495 due to stockholders, $112,921 of accounts payable and accrued expenses,
$94,500  of loans  payable,  $52,500  of  convertible  loans  payable to related
parties and $111,647 of other liabilities.

      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.

      As of February  17,  2004,  we issued a Secured  Convertible  Debenture to
Cornell Capital  Partners in the principal  amount of $250,000.  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 the holder is not entitled to convert such debenture for a
number of shares of common stock of Limelight in excess of that number of shares
which,  upon giving effect to such conversion,  would cause the aggregate number
of shares of common stock beneficially held by such holder and its affiliated to
exceed 4.99% of the  outstanding  shares of common stock of Limelight.  After we
file a  registration  statement  with the  Securities  and  Exchange  Commission
registering the shares of common stock underlying the convertible debenture,  we
will issue a second Secured Convertible Debenture to Cornell Capital Partners in
the principal amount of $250,000 upon the same terms and conditions as the first
Secured Convertible Debenture described above.

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

ITEM 7. FINANCIAL STATEMENTS

      Our financial statements appear beginning at page F-1.


ITEM  8. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

      None.

ITEM 8A. CONTROLS AND PROCEDURES

      ANNUAL  EVALUATION  OF THE  COMPANY'S  DISCLOSURE  CONTROLS  AND  INTERNAL
CONTROLS.  Within  the 90 days prior to the date of this  Annual  Report on Form
10-QSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation was done under the supervision  and with the  participation  of
management,  including our Chief  Executive  Officer  (CEO) and Chief  Financial
Officer  (CFO).  Rules  adopted by the SEC require  that in this  section of the

                                       16
<PAGE>

Annual  Report  we  present  the  conclusions  of the  CEO  and  CFO  about  the
effectiveness of our Disclosure  Controls and Internal  Controls based on and as
of the date of the Controls Evaluation.

      CEO/CFO  CERTIFICATION.  Appearing  immediately  following the  Signatures
section of this Annual Report there are two separate  forms of  "Certifications"
of the CEO and CFO. The second form of  Certification is required in accord with
Section 302 of the Sarbanes-Oxley  Act of 2002 (the Section 302  Certification).
This  section  of the  Annual  Report  which you are  currently  reading  is the
information  concerning the Controls  Evaluation  referred to in the Section 302
Certifications  and this  information  should  be read in  conjunction  with the
Section  302  Certifications  for a more  complete  understanding  of the topics
presented.

      DISCLOSURE  CONTROLS  AND  INTERNAL  CONTROLS.   Disclosure  Controls  are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934  (Exchange  Act),  such as this Annual Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated  to our  management,  including the CEO and CFO, as  appropriate to
allow timely decisions  regarding  required  disclosure.  Internal  Controls are
procedures  which  are  designed  with the  objective  of  providing  reasonable
assurance that (1) our transactions are properly authorized;  (2) our assets are
safeguarded  against  unauthorized or improper use; and (3) our transactions are
properly  recorded and reported,  all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

      SCOPE  OF THE  CONTROLS  EVALUATION.  The CEO and  CFO  evaluation  of our
Disclosure Controls and our Internal Controls included a review of the controls'
objectives  and  design,  the  controls'  implementation  by the Company and the
effect of the  controls  on the  information  generated  for use in this  Annual
Report.  In the course of the Controls  Evaluation,  we sought to identify  data
errors,  controls  problems  or acts of fraud and to  confirm  that  appropriate
corrective action, including process improvements,  were being undertaken.  This
type of  evaluation  will be done on a quarterly  basis so that the  conclusions
concerning  controls  effectiveness  can be reported in our Quarterly Reports on
Form 10-QSB and Annual Report on Form 10-KSB. The overall goals of these various
evaluation  activities are to monitor our  Disclosure  Controls and our Internal
Controls and to make  modifications  as necessary;  our intent in this regard is
that the  Disclosure  Controls and the Internal  Controls  will be maintained as
dynamic systems that change  (including with  improvements  and  corrections) as
conditions warrant.

      In accord with SEC  requirements,  the CEO and CFO notes  that,  since the
date of the Controls  Evaluation to the date of this Annual  Report,  there have
been no significant  changes in Internal Controls or in other factors that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

      CONCLUSIONS.  Based  upon  the  controls  evaluation,  our CEO and CFO has
concluded that, subject to the limitations noted above, our Disclosure  Controls
are  effective to ensure that  material  information  relating to the Company is
made known to  management,  including the CEO and CFO,  particularly  during the
period when our  periodic  reports  are being  prepared,  and that our  internal
controls are effective to provide reasonable assurance that (1) our transactions
are properly authorized,  (2) our assets are safeguarded against unauthorized or
improper use, and (3) our transactions are properly  recorded and reported,  all
to permit  the  preparation  of our  financial  statements  in  conformity  with
generally accepted accounting principles.

                                       17
<PAGE>

                          LIMELIGHT MEDIA GROUP, INC.
                  (FORMERLY KNOWN AS SHOWINTEL NETWORKS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               DECEMBER 31, 2003

       (With Report of Independent Certified Public Accountants Thereon)

                                      F-i
<PAGE>

                               TABLE OF CONTENTS


                                                                      PAGE NO.

Report of Independent Certified Public Accountants                      F-1

  Financial Statements

   Balance Sheet                                                        F-2

   Statements of Operations                                             F-3

   Statement of Stockholders' Deficit                                   F-4

   Statements of Cash Flows                                             F-6

Notes to Financial Statements                                           F-8

                                      F-ii
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Limelight Media Group, Inc.
(Formerly known as Showintel Networks, Inc.)
(A Development Stage Company)
Cordova, Tennessee

We have audited the  accompanying  balance sheet of Limelight Media Group,  Inc.
(formerly known as Showintel Networks, Inc.) (A Development Stage Company) as of
December 31,  2003,  and the related  statements  of  operations,  stockholders'
deficit,  and cash flows for the years ended  December 31, 2003 and 2002 and for
the period from April 19, 2001 (Date of  Inception  of  Limelight  Media  Group,
Inc.)  through   December  31,  2003.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance  auditing  standards  generally accepted in
the United States of America.  Those standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Limelight Media Group,  Inc.
(formerly known as Showintel Networks, Inc.) (A Development Stage Company) as of
December  31,  2003,  and the results of its  activities  and cash flows for the
years  ended  December  31, 2003 and 2002 and for the period from April 19, 2001
(Date of Inception of Limelight Media Group,  Inc.) through December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has  suffered  losses  from  operations  and
current  liabilities exceed current assets, all of which raise substantial doubt
about its ability to continue as a going concern.  Management's plans in regards
to these matters are also  described in Note 1. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.




L.L. Bradford & Company, LLC
January 20, 2004
Las Vegas, Nevada

                                      F-1
<PAGE>

                          LIMELIGHT MEDIA GROUP, INC.
                  (FORMERLY KNOWN AS SHOWINTEL NETWORKS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               DECEMBER 31, 2003

                                     ASSETS

Current assets
  Cash                                                              $    15,366
                                                                    -----------
     Total current assets                                                15,366

Fixed assets, net                                                        90,123
                                                                    -----------

Total assets                                                        $   105,489
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                             $   112,921
  Due to stockholders                                                   283,495
  Convertible loans payable - related parties                            52,500
  Loans payable                                                          94,500
  Convertible loan payable                                               10,000
  Other liabilities                                                     111,647
                                                                    -----------
     Total current liabilities                                          665,063

Total liabilities                                                       665,063

Commitments and contingencies                                                --

Stockholders' deficit
  Common stock - $.001 par value, 100,000,000 shares
    authorized, 39,911,886 shares issued and outstanding                 39,912
  Additional paid-in capital                                          3,701,710
  Accumulated deficit                                                (4,301,196)
                                                                    -----------
    Total stockholders' deficit                                        (559,574)
                                                                    -----------

  Total liabilities and stockholders' deficit                       $   105,489
                                                                    ===========




                 See Accompanying Notes to Financial Statements

                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                               For the Period
                                                    For the Year          For the Year       From April 19, 2001
                                                        Ended                 Ended          (Inception) through
                                                   December 31, 2003    December 31, 2002     December 31, 2003
                                                  -------------------  -------------------  ----------------------

<S>                                                  <C>                   <C>                    <C>
Revenue                                                    $     88,927        $     32,867        $    121,794

Cost of revenue                                                  47,112              24,131              71,243
                                                           ------------        ------------        ------------

Gross profit                                                     41,815               8,736              50,551

General and administrative expenses
  Bad debt                                                       16,863                  --              16,863
  Consulting fees                                               824,956           1,646,719           2,922,680
  Depreciation                                                   27,797              19,236              53,913
  Other general and administrative expenses                     606,003             323,285           1,149,440
                                                           ------------        ------------        ------------

    Total general and administrative expenses                 1,475,619           1,989,240           4,142,896
                                                           ------------        ------------        ------------

Loss from operations                                         (1,433,804)         (1,980,504)         (4,092,345)

Other income (expense)
  Interest income                                                   191               3,395               4,960
  Gain on sale of fixed asset                                        --               1,123               1,123
  Loss related to rescission of UniGuest acquisition            (24,669)                 --             (24,669)
  Bad debt related to note receivable                           (91,269)                 --             (91,269)
  Bad debt related to due from UniGuest                         (25,000)                 --             (25,000)
  Interest expense                                              (46,214)             (5,678)            (73,996)
                                                           ------------        ------------        ------------

Loss before provision for income taxes                       (1,620,765)         (1,981,664)         (4,301,196)

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

Net loss                                                   $ (1,620,765)       $ (1,981,664)       $ (4,301,196)
                                                           ============        ============        ============

Basic and diluted loss per common share                    $      (0.05)       $      (0.08)       $      (0.20)
                                                           ============        ============        ============

Basic and diluted weighted average
  common shares outstanding                                  32,007,270          23,378,738          21,759,550
                                                           ============        ============        ============
</TABLE>




                 See Accompanying Notes to Financial Statements

                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Common stock
                                                             -------------------------
                                                               Number                     Additional
                                                              of Shares       Amount    Paid-in capital
                                                             -----------   -----------    -----------
<S>                                                           <C>               <C>
Balance, April 19, 2001 (Date of Inception of
 Limelight Media Group, Inc.)                                         --   $        --    $        --

Common stock issued to a founder for cash, $0.0165 per
 share                                                        15,000,000        15,000        232,725

Common stock issued in April 2001 to a founder
 for services, $0.0165 per share                               3,000,000         3,000         46,500

Common stock issued in September 2001 for the acquisition
 of Multinet International Corporation, Inc., $.001 per
 share                                                         2,431,000         2,431             --

Issuance of warrants in November 2001 for 1,000,000
 shares of common stock to a consultant with a weighted
 average exercise price of $1.00                                      --            --        350,000

Net loss                                                              --            --             --
                                                             -----------   -----------    -----------
Balance, December 31, 2001                                    20,431,000        20,431        629,225

Issuance of common stock to related party for prepaid
 consulting services at $0.65 per share                          760,000           760        493,240

Issuances of common stock to various consultants with a
 weighted average exercise price of $0.08 per share            1,100,000         1,100         83,900

600,000 shares of common stock given to
 various consultants by the President/stockholder
 to satisfy consulting agreements, valued at $0.65
 per share in exchange for stock payable                              --            --             --

Issuance of common stock for services, weighted average
 $0.35 per share                                                 905,000           905        315,845

Issuance of warrants for 500,000 shares of
 common stock to various consultants with a
 weighted average exercise price of $0.65                             --            --         25,000

Expensed portion of prepaid consulting services                       --            --             --

Issuance of common stock related to exercise of
 warrants at $0.50 per share                                      10,000            10          4,990

Issuance of common stock for cash, weighted average
 $0.10 per share                                               2,150,000         2,150        192,850

Issuance of common stock for promissory note
 receivable, $0.10 per share                                     200,000           200         19,800

Issuance of common stock for acquisition of
 UniGuest                                                        500,000           500         32,000

Issuance of common stock in satisfaction of
 due to stockholder                                            2,600,000         2,600        856,653

Issuance of common stock in satisfaction of
 loan payable                                                    600,000           600         74,400

Cancellation of common stock                                    (362,000)         (362)           362

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

<CAPTION>

                                                              Prepaid                        Total
                                                             Consulting    Accumulated   Stockholders'
                                                              Services       Deficit        Deficit
                                                             -----------   -----------    -----------
<S>                                                                           <C>              <C>
Balance, April 19, 2001 (Date of Inception of
 Limelight Media Group, Inc.)                                $        --   $        --    $        --

Common stock issued to a founder for cash, $0.0165 per
 share                                                                --            --        247,725

Common stock issued in April 2001 to a founder
 for services, $0.0165 per share                                      --            --         49,500

Common stock issued in September 2001 for the acquisition
 of Multinet International Corporation, Inc., $.001 per
 share                                                                --            --          2,431

Issuance of warrants in November 2001 for 1,000,000
 shares of common stock to a consultant with a weighted
 average exercise price of $1.00                                (291,666)           --         58,334

Net loss                                                              --      (698,767)      (698,767)
                                                             -----------   -----------    -----------
Balance, December 31, 2001                                      (291,666)     (698,767)      (340,777)

Issuance of common stock to related party for prepaid
 consulting services at $0.65 per share                         (494,000)           --             --

Issuances of common stock to various consultants with a
 weighted average exercise price of $0.08 per share              (85,000)           --             --

600,000 shares of common stock given to
 various consultants by the President/stockholder
 to satisfy consulting agreements, valued at $0.65
 per share in exchange for stock payable                        (535,950)           --       (535,950)

Issuance of common stock for services, weighted average
 $0.35 per share                                                      --            --        316,750

Issuance of warrants for 500,000 shares of
 common stock to various consultants with a
 weighted average exercise price of $0.65                        (25,000)           --             --

Expensed portion of prepaid consulting services                1,396,598            --      1,396,598

Issuance of common stock related to exercise of
 warrants at $0.50 per share                                          --            --          5,000

Issuance of common stock for cash, weighted average
 $0.10 per share                                                      --            --        195,000

Issuance of common stock for promissory note
 receivable, $0.10 per share                                          --            --         20,000

Issuance of common stock for acquisition of
 UniGuest                                                             --            --         32,500

Issuance of common stock in satisfaction of
 due to stockholder                                                   --            --        859,253

Issuance of common stock in satisfaction of
 loan payable                                                         --            --         75,000

Cancellation of common stock                                          --            --             --

Net loss                                                              --    (1,981,664)    (1,981,664)
                                                             -----------   -----------    -----------
</TABLE>




                 See Accompanying Notes to Financial Statements

                                      F-4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Common stock
                                                                --------------------------
                                                                   Number                      Additional
                                                                 of Shares        Amount     Paid-in capital
                                                                -----------    -----------    -----------
<S>                                                              <C>                <C>         <C>
Balance December 31, 2002                                        28,894,000         28,894      2,728,265


Issuance of common stock for cash, weighted average
 $0.03 per share                                                  2,580,331          2,580         80,420

Issuance of common stock for services, weighted average
 $0.11 per share                                                  1,727,000          1,727        193,743

Issuance of common stock to employees for services,
 weighted average $0.12 per share                                 2,026,000          2,026        241,094

Issuance of common stock to officers for services,
 weighted average $0.12 per share                                 2,968,555          2,969        230,004

Issuance of common stock for reduction in due to
 stockholder, $0.10 per share                                       580,000            580         57,420

Issuance of common stock related to loan fees, $0.09
 per share                                                        1,250,000          1,250         97,970

Issuance of common stock to officer for interest,
 $0.08 per share                                                    296,000            296         23,384

Issuance of common stock to an officer and various
 employees in satisfaction of accounts payable and
 accrued liabilities, $0.10 per share                                90,000             90          8,910

Issuance of warrants for 300,000 shares of common                        --             --         15,000
 stock related to loan fees

Expensed portion of prepaid consulting services                          --             --             --

Payment of due to stockholder by consultant through
 purchase of stockholder's warrants                                      --             --         57,500

Cancellation of common stock in relation to rescission of
 UniGuest acquisition                                              (500,000)          (500)       (32,000)

Net loss                                                                 --             --             --
                                                                -----------    -----------    -----------
Balance December 31, 2003                                        39,911,886    $    39,912    $ 3,701,710
                                                                ===========    ===========    ===========

<CAPTION>

                                                                  Prepaid                      Total
                                                                 Consulting   Accumulated   Stockholders'
                                                                  Services      Deficit        Deficit
                                                                -----------   -----------     -----------
<S>                                                                 <C>        <C>                 <C>
Balance December 31, 2002                                           (35,018)   (2,680,431)         41,710


Issuance of common stock for cash, weighted average
 $0.03 per share                                                         --            --          83,000

Issuance of common stock for services, weighted average
 $0.11 per share                                                         --            --         195,470

Issuance of common stock to employees for services,
 weighted average $0.12 per share                                        --            --         243,120

Issuance of common stock to officers for services,
 weighted average $0.12 per share                                        --            --         232,973

Issuance of common stock for reduction in due to
 stockholder, $0.10 per share                                            --            --          58,000

Issuance of common stock related to loan fees, $0.09
 per share                                                               --            --          99,220

Issuance of common stock to officer for interest,
 $0.08 per share                                                         --            --          23,680

Issuance of common stock to an officer and various
 employees in satisfaction of accounts payable and
 accrued liabilities, $0.10 per share                                    --            --           9,000

Issuance of warrants for 300,000 shares of common                        --            --          15,000
 stock related to loan fees

Expensed portion of prepaid consulting services                      35,018            --          35,018

Payment of due to stockholder by consultant through
 purchase of stockholder's warrants                                      --            --          57,500

Cancellation of common stock in relation to rescission of
 UniGuest acquisition                                                    --            --         (32,500)

Net loss                                                                 --    (1,620,765)     (1,620,765)
                                                                -----------   -----------     -----------
Balance December 31, 2003                                       $        --   $(4,301,196)    $  (559,574)
                                                                ===========   ===========     ===========
</TABLE>




                 See Accompanying Notes to Financial Statements

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                       For the Period
                                                                 For the Year      For the Year      From April 19, 2001
                                                                    Ended              Ended        (Inception) through
                                                              December 31, 2003  December 31, 2002   December 31, 2003
                                                                 -----------         ----------         -----------
<S>                                                              <C>                <C>                 <C>
Cash flows from operating activities:
Net loss                                                         $(1,620,765)       $(1,981,664)        $(4,301,196)
Adjustments to reconcile net loss to
net cash used by operating activities:
  Stock based compensation                                           730,261          1,713,348           2,553,874
  Depreciation                                                        27,797             19,236              53,913
  Bad debt related to note and related interest
    receivable                                                        91,269                 --              91,269
  Bad debt related to due from UniGuest                               25,000                 --              25,000
  Loss related rescission of UniGuest acquisition                     24,669                 --              24,669
  Amortization of loan fees paid in common stock                     114,220                 --             114,220
Gain on sale of fixed assets                                              --             (1,123)             (1,123)
  Changes in operating assets and liabilities:
  Change in accounts receivable                                      (16,402)           (19,300)            (35,702)
  Change in interest receivable                                           --             (3,395)             (4,769)
  Change in prepaid expenses                                              --              2,827                  --
  Change in deposit                                                       --              1,435                  --
  Change in accounts payable and accrued expenses                    (21,151)           113,041             127,378
  Change in other liabilities                                        111,647                 --             111,647
  Change in stocks payable to consultants                                 --           (119,156)                 --
                                                                 -----------        -----------         -----------
    Net cash used by operating activities                           (533,455)          (274,751)         (1,240,820)

Cash flows from investing activities:
  Loan made related to note receivable                                    --            (26,500)            (66,500)
  Sale of fixed assets                                                    --              3,950               3,950
  Decrease in cash due to rescission of acquisition                  (15,432)                --             (15,432)
  Purchase of fixed assets                                            (9,307)           (94,272)           (150,855)
                                                                 -----------        -----------         -----------
    Net cash used by investing activities                            (24,739)          (116,822)           (228,837)

Cash flows from financing activities:
  Change in due to stockholder                                       356,440             93,693             722,298
  Advance from convertible loans payable - related parties            52,500                 --              52,500
  Proceeds from loans payable                                         85,000            100,000             185,000
  Principal payments on loans payable                                (15,500)                --             (15,500)
  Advance from convertible loan payable                               10,000                 --              10,000
  Proceeds from issuance of common stock                              83,000            200,000             530,725
                                                                 -----------        -----------         -----------
    Net cash provided by financing activities                        571,440            393,693           1,485,023
                                                                 -----------        -----------         -----------

Net increase in cash                                                  13,246              2,120              15,366

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

Cash, end of period                                              $    15,366        $     2,120         $    15,366
                                                                 ===========        ===========         ===========

Supplementary cash flow information:
  Cash payments for income taxes                                 $        --        $        --         $        --
                                                                 ===========        ===========         ===========
  Cash payments for interest                                     $        --        $        --         $        --
                                                                 ===========        ===========         ===========
</TABLE>




                 See Accompanying Notes to Financial Statements

                                      F-6
<PAGE>

                          LIMELIGHT MEDIA GROUP, INC.
                  (FORMERLY KNOWN AS SHOWINTEL NETWORKS, INC.)
                         (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                For the Year        For the Year      From April 19, 2001
                                                                   Ended               Ended         (Inception) through
                                                             December 31, 2003    December 31, 2002    December 31, 2003
                                                                ------------         ----------            --------
<S>                                                             <C>                  <C>                    <C>
Non-cash financing activities:
  Prepaid portion of consulting agreement related to
    issuance of warrants for 1,000,000 shares of
    common stock                                                $         --         $        --            $291,666
                                                                ============         ===========            ========
Issuance of 4,431,000 shares of common stock for the
  acquisition of Multinet International Corporation, Inc.       $         --         $        --            $  4,431
                                                                ============         ===========            ========
Prepaid portion of consulting agreement related to
  issuance of 760,000 shares of common stock                    $         --         $   494,000            $494,000
                                                                ============         ===========            ========
Prepaid  portion of  consulting  agreement  related to
  600,000  shares of common stock  given by  President/
  shareholder  to  satisfy  consulting  agreement  in
  exchange for stock payable                                    $         --         $   535,950            $535,950
                                                                ============         ===========            ========
Prepaid portion of consulting agreement related to
  issuance of 1,100,000 shares of common stock                  $         --         $    85,000            $ 85,000
                                                                ============         ===========            ========
Prepaid portion of consulting agreement related to
  issuance of warrants for 500,000 shares of common
  stock to consultant                                           $         --         $    25,000            $ 25,000
                                                                ============         ===========            ========
Issuance of 200,000 shares of common stock for
  promissory note receivable                                    $         --         $    20,000            $ 20,000
                                                                ============         ===========            ========
Issuance of 500,000 shares of common stock for
  acquisition of UniGuest                                       $         --         $    32,500            $ 32,500
                                                                ============         ===========            ========
Issuance of 600,000 shares of common stock in
  satisfaction of stock payable - related party                 $         --         $   535,950            $535,950
                                                                ============         ===========            ========
Issuance of 2,000,000 shares of common stock in
  satisfaction of due to stockholder                            $         --         $   323,303            $323,303
                                                                ============         ===========            ========
Issuance of 600,000 shares of common stock in
  satisfaction of loan payable                                  $         --         $    75,000            $ 75,000
                                                                ============         ===========            ========
Issuance of 580,000 common stock for reduction
  in due to stockholder                                         $     58,000         $        --            $ 58,000
                                                                ============         ===========            ========
Issuance of 90,000 shares of common stock to an
  an officer and various employees in satisfaction
  of accounts payable and accrued liabilities                   $      9,000         $        --            $  9,000
                                                                ============         ===========            ========
Payment of due to stockholder by consultant through
  purchase of stockholder's warrants                            $     41,800         $        --            $ 41,800
                                                                ============         ===========            ========
</TABLE>




                 See Accompanying Notes to Financial Statements

                                      F-7
<PAGE>

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


NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

Description  of  business -  Limelight  Media  Group,  Inc.  (formerly  known as
Showintel  Networks,   Inc.)  (hereinafter  referred  to  as  the  "Company"  or
"Limelight")   is  a   development   stage   company   that   plans  to  provide
video-streaming  technology to consumers and the entertainment  industry.  It is
the Company's  intention to develop the necessary  infrastructure to deliver the
video-streaming  technology for profitable  commercialization  through  internal
development  and licensing  agreements with other companies to market and deploy
products and services resulting from the Company's technology applications.

History - Multinet International  Corporation,  Inc. was incorporated on May 17,
1996 in the State of Nevada.  On September 26, 2001, the Company  consummated an
agreement to acquire all of the  outstanding  capital  stock of Limelight  Media
Group, Inc. (formerly known as Showintel Networks,  Inc.), a Nevada Corporation,
in  exchange  for  18,000,000  shares of  Multinet's  common  stock  ("Limelight
Transaction").  Prior to the Limelight Transaction, Multinet was a non-operating
public  company with no  operations or assets;  and  2,431,000  shares of common
stock issued and  outstanding;  and Limelight Media Group,  Inc. was a privately
held company with assets being used for the  development of its  video-streaming
technology.  The Limelight Transaction is considered to be a capital transaction
in  substance,  rather  than a business  combination.  Inasmuch,  the  Limelight
Transaction  is  equivalent  to the  issuance  of  stock  by a  private  company
(Limelight Media Group,  Inc.) for the net monetary assets of a  non-operational
public company (Multinet), accompanied by a recapitalization. The accounting for
the  Limelight  Transaction  is  identical  to  that  resulting  from a  reverse
acquisition,  except goodwill or other  intangible  assets will not be recorded.
Accordingly,  these financial statements are the historical financial statements
of Limelight Media Group,  Inc.  Limelight Media Group, Inc. was incorporated on
April 19, 2001.  Therefore,  these financial  statements reflect activities from
April 19, 2001 (Date of Inception for Limelight Media Group, Inc.) and forward.

Prior to the Limelight  Transaction,  Multinet International  Corporation,  Inc.
operated  a  convenience  store  through  Nikky D  Corporation,  a wholly  owned
subsidiary.  In  September  2001,  the  Company  divested  itself  of  Nikky  D.
Corporation.  Multinet  International  Corporation,  Inc. has accounted for this
divestiture  as a  spin-off  in  accordance  with  Accounting  Principles  Board
Statement  No.  29.  As a  result  of this  divestiture,  the  Company  became a
non-operational public company.

During September 2002, the Company purchased all outstanding capital of Uniguest
of Tennessee, Inc. ("UGT"), a Tennessee Corporation, in consideration of 500,000
shares of the Company's  common stock. UGT installs and operates Public Internet
Access Terminals  primarily in hotels  throughout the country.  In October 2003,
the Company rescinded the purchase agreement. (See Note 2).

Amended  Articles of Incorporation - In October 2003, a Certificate of Amendment
to the  Articles of  Incorporation  changed the name of the Company to Limelight
Media Group, Inc.

Going concern - The  accompanying  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction of liabilities in the normal course of business.  The Company is in
the development  stage and has incurred a net loss of  approximately  $4,301,000
for the period from April 19, 2001 (Date of Inception of Limelight  Media Group,
Inc.) through December 31, 2003. The Company's  current  liabilities  exceed its
current assets by approximately $6450,000 as of December 31, 2003. The Company's
net cash used from operating  activities  approximated  $533,000 during the year
ended December 31, 2003.

These conditions give rise to 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.

                                      F-8
<PAGE>

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


NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

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.

Business  acquisition - The Uniguest business acquisition has been accounted for
under the purchase  method of  accounting,  therefore  the Company  includes the
results of operations of the acquired business from the date of acquisition. Net
assets of the  company  acquired  are  recorded  at fair value as of the date of
acquisition.  The excess of the acquired  business' purchase price over the fair
value of its tangible and  identifiable  intangible  assets is then  included in
goodwill in the accompanying balance sheet.

As  discussed  in Note 2, the Company  rescinded  the  Agreement  related to the
purchase of  Uniquest in October  2003.  The Company  retroactively  applied the
rescission  to June 30,  2003.  Accordingly,  the results of  operations  of the
acquired  business were included from the date of  acquisition  through June 30,
2003. All assets of the acquired company were removed and the appropriate losses
have been recorded.

Use of estimates - 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 revenue and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Fixed  assets - Fixed assets are stated at cost less  accumulated  depreciation.
Depreciation  is  provided  principally  on the  straight-line  method  over the
estimated useful lives of the assets, which are generally 3 to 7 years. The cost
of repairs and maintenance is charged to expense as incurred.  Expenditures  for
property   betterments  and  renewals  are  capitalized.   Upon  sale  or  other
disposition  of a  depreciable  asset,  cost and  accumulated  depreciation  are
removed  from the  accounts  and any gain or loss is  reflected  in other income
(expense).

The  Company  periodically  evaluates  whether  events  and  circumstances  have
occurred that may warrant revision of the estimated useful lives of fixed assets
or  whether  the  remaining  balance of fixed  assets  should be  evaluated  for
possible  impairment.  The Company uses an estimate of the related  undiscounted
cash  flows  over the  remaining  life of the fixed  assets in  measuring  their
recoverability.

Goodwill and intangible  assets - Beginning January 1, 2002, the Company adopted
Statement of Financial  Accounting  Standards  ("SFAS") No. 142,  "Goodwill  and
Other Intangible Assets".  According to this statement,  goodwill and intangible
assets with indefinite lives are no longer subject to  amortization,  but rather
an annual  assessment of impairment  by applying a fair-value  based test.  Fair
value for goodwill is based on discounted cash flows,  market  multiples  and/or
appraised  values as  appropriate.  Under SFAS No. 142,  the  carrying  value of
assets are calculated at the lowest level for which there are identifiable  cash
flows, which include ATM network and processing operations.

SFAS 142 requires the Company to compare the fair value of the reporting unit to
its  carrying  amount  on an annual  basis to  determine  if there is  potential
impairment.  If the fair value of the  reporting  unit is less than its carrying
value,  an impairment  loss is recorded to the extent that the fair value of the
goodwill  within  the  reporting  unit is less  than its  carrying  value.  Upon
adoption and during 2002, the Company completed an impairment review and did not
recognize  any  impairment  of  goodwill  and other  intangible  assets  already
included in the financial  statements.  During 2003, goodwill was removed due to
the rescission of the acquisition of UniGuest as discussed in Note 2.

Fair value of financial  instruments - The carrying  amounts and estimated  fair
values of the Company's financial  instruments  approximate their fair value due
to the short-term nature.

Earnings  (loss)  per  share - Basic  earnings  (loss)  per share  excludes  any
dilutive effects of options, warrants and convertible securities. Basic earnings
(loss) per share is computed  using the  weighted-average  number of outstanding
common  shares  during the  applicable  period.  Diluted  earnings  per share is

                                      F-9
<PAGE>

computed using the weighted average number of common and common stock equivalent
shares  outstanding  during  the  period.  Common  stock  equivalent  shares are
excluded from the computation if their effect is antidilutive.

Income  taxes - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences  attributable
to  differences  between the financial  statement  carrying  amounts of existing
assets  and  liabilities   and  their   respective  tax  bases  and  tax  credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

As  of  December  31,  2003,  the  Company  has  available  net  operating  loss
carryforwards  that will expire in various periods through 2023. Such losses may
not be fully deductible due to the significant amounts of non-cash service costs
and the change in  ownership  rules under  Section 382 of the  Internal  Revenue
Code. The Company has established a valuation allowance for the full tax benefit
of the operating loss carryovers due to the uncertainty regarding realization.

Comprehensive loss - The Company has no components of other  comprehensive loss.
Accordingly, net loss equals comprehensive loss for all periods.

Segment  information - The Company discloses  segment  information in accordance
with SFAS No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information,"  which  uses  the  Management  approach  to  determine  reportable
segments. The Company operates under one segment.

Advertising costs - The Company  recognizes  advertising  expenses in accordance
with Statement of Position 93-7 "Reporting on Advertising  Costs."  Accordingly,
the  Company  expenses  the  costs  of  producing  advertisements  at  the  time
production occurs, and expenses the costs of communicating advertisements in the
period in which the advertising space or airtime is used.  Advertising costs are
charged to expense as incurred.  Advertising  expenses was $4,218 and $7,500 for
the years ended December 31, 2003 and 2002, respectively.

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 granted no 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  December 31, 2003. All stock
issued for compensation was recorded at the fair market value of the stock.

                                      F-10
<PAGE>

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


NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

In December 2002, the Financial  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.

Expenses of offering - The  Company  accounts  for  specific  incremental  costs
directly  to a proposed  or actual  offering of  securities  as a direct  charge
against the gross proceeds of the offering.

New  accounting  pronouncements  - In July 2001,  the FASB  issued SFAS No. 143,
Accounting for Obligations  Associated with the Retirement of Long-Lived Assets.
SFAS  No.  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated with the retirement of tangible  long-lived  assets.  SFAS No. 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The  adoption of SFAS No. 143 did not have a material  impact on the
Company's financial statements.

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived  Assets.  SFAS 144 establishes a single  accounting model
for the  impairment or disposal of  long-lived  assets,  including  discontinued
operations.  SFAS 144 superseded Statement of Financial Accounting Standards No.
121,  Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to Be  Disposed  Of, and APB  Opinion  No. 30,  Reporting  the Results of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions.  The
provisions  of SFAS No.  144 are  effective  in  fiscal  years  beginning  after
December  15,  2001,  with early  adoption  permitted,  and in general are to be
applied  prospectively.  The  adoption  of SFAS No.  144 did not have a material
impact on the Company's  financial  statements  for the years ended December 31,
2003 and 2002.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities.  SFAS No. 146 addresses financial  accounting
and reporting for costs  associated  with exit or disposal  activities,  such as
restructurings,   involuntarily   terminating   employees,   and   consolidating
facilities initiated after December 31, 2002. The implementation of SFAS No. 146
did not have a material  effect on the Company's  financial  statements  for the
years ended December 31, 2003 and 2002.

In April  2003,  the  FASB  issued  SFAS No.  149,  Amendment  of SFAS No.  133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  SFAS  No.  133  for  decisions  made  (1) as  part  of  the  Derivatives
Implementation  Group process that effectively  required  amendments to SFAS No.
133,  (2) in  connection  with  other  Board  projects  dealing  with  financial
instruments, and (3) in connection with implementation issues raised in relation
to the  application of the definition of a derivative.  The Statement  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristics  of a derivative  discussed  in paragraph  6(b) of SFAS No. 133,
clarifies  when  a  derivative  contains  a  financing  component,   amends  the
definition of  underlying to conform it to language used in FASB  Interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including  Indirect  Guarantees of  Indebtedness  of Others,  and amends certain
other  existing  pronouncements.  Those  changes will result in more  consistent
reporting  of  contracts  as  either  derivatives  or hybrid  instruments.  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003  and  for  hedging  relationships  designated  after  June  30,  2003.  The
implementation  of SFAS No. 149 is not expected to have a material effect on the
Company's financial statements.

                                      F-11
<PAGE>

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


NOTE 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

New accounting pronouncements  (continued) In May 2003, the FASB issued SFAS No.
150, Accounting for Certain Financial  Instruments with  Characteristics of Both
Liabilities  and Equity.  SFAS No. 150  establishes  standards for how an issuer
classifies and measures certain financial  instruments with  characteristics  of
both liabilities and equity.  In addition,  the Statement  requires an issuer to
classify certain  instruments with specific  characteristics  described in it as
liabilities.  This Statement is effective for financial instruments entered into
or modified  after May 31, 2003,  and otherwise is effective at the beginning of
the first interim period  beginning after June 15, 2003. The  implementation  of
SFAS  No.  150 is not  expected  to  have a  material  effect  on the  Company's
financial statements.

NOTE 2.     RESCISSION OF UNIGUEST ACQUISITION

UniGuest of Tennessee,  Inc. - In September  2002, the Company  acquired 100% of
the outstanding capital stock of UniGuest of Tennessee, Inc. ("UGT Transaction")
in  consideration  of 500,000  shares of the  Company's  common  stock  totaling
$32,500.

The Company accounted for its 100% ownership  interest in UGT using the purchase
method of accounting under APB No. 16. At the date of the acquisition, UGT had a
deficit equity balance  totaling  $4,065  therefore the purchase price amount in
excess of fair value of net assets was allocated to goodwill totaling $36,565.

Due to  differences  between  management  of UniGuest and the  Company,  the UGT
Transaction  was rescinded and the 500,000 shares of the Company's  common stock
that were issued in consideration  for the UGT Transaction were cancelled during
October 2003.  The Company  removed  approximately  $15,400 in cash,  $35,700 in
accounts  receivable,  $5,000 in fixed  assets,  net,  $36,600 in  goodwill  and
$10,600 in  accounts  payable and  accrued  liabilities.  $32,500 for the common
stock issued in  consideration  for the UGT  Transaction.  Further,  the Company
recognized a loss related to rescission of UniGuest acquisition totaling $24,669
and bad debt related to due from UniGuest totaling $25,000.

The following  unaudited  pro forma  condensed  statements of operations  are to
present  the  results  of  operations  of the  Company  as though  the  original
acquisition  and results of  operation  of UniGuest of  Tennessee,  Inc. had not
occurred.  The  unaudited  pro  forma  results  of  operations  are  based  upon
assumptions  that the  Company  believes  are  reasonable  and are  based on the
historical  operations  of  Limelight  Media  Group,  Inc.  (formerly  known  as
Showintel  Networks,  Inc.) and UniGuest of Tennessee,  Inc..  The unaudited pro
forma statements of operations are presented for informational purposes only.

                                      F-12
<PAGE>

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


NOTE 2.     RESCISSION OF UNIGUEST ACQUISITION (CONTINUED)

UNAUDITED PRO FORMA RESULTS FOR THE YEAR ENDED DECEMBER 31, 2003:

<TABLE>
<CAPTION>
                                    Limelight          UniGuest of                              Limelight
                                  Media Group, Inc.   Tennessee, Inc.       Pro Forma        Media Group, Inc.
                                    (Pro forma)         (Pro forma)        Adjustments         (as reported)
                                   ------------        ------------        ------------        ------------
<S>                                <C>                 <C>                          <C>        <C>
Revenues                           $      1,762        $     87,165                 $--        $     88,927
                                   ------------        ------------        ------------        ------------
Expenses                              1,463,596              51,115                  --           1,514,711
                                   ------------        ------------        ------------        ------------

Income (loss) from
  operations                         (1,461,834)             36,050                  --          (1,425,784)
Other income (expense)                 (137,483)                191             (49,669)       (186,961) (a)
                                   ------------        ------------        ------------        ------------

Income (loss) before
  provision for income taxes         (1,599,317)             36,241             (49,669)         (1,612,745)
                                   ------------        ------------        ------------        ------------

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

Net income (loss)                  $ (1,599,317)       $     36,241        $    (49,699)       $ (1,612,745)
                                   ------------        ------------        ------------        ------------

Basic and diluted loss per
  common share                     $      (0.05)                                               $      (0.05)
                                   ------------                                                ------------

Basic and diluted weighted
  common shares outstanding          31,592,202                                                  32,007,270
                                   ------------                                                ------------
</TABLE>

(a)   Loss related to rescission of UniGuest  acquisition  totaling  $24,669 and
      bad debt related to due from UniGuest totaling $25,000.

UNAUDITED PRO FORMA RESULTS FOR THE YEAR ENDED DECEMBER 31, 2002:

<TABLE>
<CAPTION>
                                    Limelight          UniGuest of                              Limelight
                                  Media Group, Inc.   Tennessee, Inc.       Pro Forma        Media Group, Inc.
                                    (Pro forma)         (Pro forma)        Adjustments         (as reported)
                                   ------------        ------------        ------------        ------------
<S>                                <C>                 <C>                          <C>        <C>
Revenues                           $     18,543        $     14,324                 $--        $     32,867
Expenses                              1,987,473              25,898                  --           2,013,371
                                   ------------        ------------        ------------        ------------

Loss from operations                 (1,968,930)            (11,574)                 --          (1,980,504)
Other expense                            (1,160)                 --                  --              (1,160)
                                   ------------        ------------        ------------        ------------

Loss before provision for
  income taxes                       (1,970,090)            (11,574)                 --          (1,981,664)
                                   ------------        ------------        ------------        ------------

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

Net loss                           $ (1,970,090)       $    (11,574)                $--        $ (1,980,504)
                                   ------------        ------------        ------------        ------------

Basic and diluted loss per
  common share                     $      (0.08)                                               $      (0.08)
                                   ------------                                                ------------

Basic and diluted weighted
  common shares outstanding          23,314,353                                                  23,378,738
                                   ------------                                                ------------
</TABLE>

                                      F-13
<PAGE>


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


NOTE 3. FIXED ASSETS

Fixed assets consist of the following as of December 31, 2003:

         Equipment                       $   120,253
         Furniture and fixtures               16,358
         Leasehold equipment                   1,760
                                         -----------
                                             138,371
         Less: accumulated depreciation       48,248
                                         -----------

         Fixed assets, net               $    90,123
                                         ===========

NOTE 4. NOTE RECEIVABLE

On July 16, 2001, the Company entered into an agreement to loan a principal sum,
with a maximum of $500,000, to See/Saw  Communications,  Inc., in exchange for a
convertible  promissory  note,  which  is  convertible  to a  10-15%  membership
interest in the entity. The President of See/Saw Communications,  Inc. serves as
a Advisory Board Member for the Company, see Note 8 and 9 for other transactions
entered into with See/Saw  Communications,  Inc. The  percentage  of  membership
interest  would be  determined  by the exercise  date based upon the loan amount
outstanding, with conversion rights executed before February 22, 2003, resulting
up to a 10% interest and execution  after the said date would result up to a 15%
interest.  The note is due in yearly anniversary  payments of interest at 8% per
annum with the outstanding  principal due on August 22, 2006. As of December 31,
2002,  the  Company  had loaned  $86,500 to this  entity  and  recorded  accrued
interest of $4,769.

As of December  2003,  the Company  evaluated the note  receivable  and interest
receivable totaling $86,500 and $4,769, respectively, and determined that it was
doubtful  the Company  would  collect  the  balances.  Accordingly,  the Company
recorded bad debt  related to note  receivable  totaling  $91,269 for the entire
outstanding balance of the note and interest receivable.

NOTE 5. DUE TO STOCKHOLDERS

Due to  stockholders  totaling  $283,495 as of December  31, 2003 consist of the
following:

         Unreimbursed expenses to various
           stockholders                           $   23,935

         Loan from the Company's President and
           majority stockholder                      154,560

         Accrued wages for the Company's
         President and majority stockholder          105,000
                                                  ----------

                                                  $  283,495
                                                  ==========

The above balances are non-interest bearing, unsecured, and due on demand.

                                      F-14
<PAGE>

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

NOTE 6. CONVERTIBLE LOANS PAYABLE - RELATED PARTIES

As of December 31, 2003, convertible loans payable totaling $52,500 were payable
to various  employees  and an officer of the Company.  The loans are  unsecured,
bearing  interest at 9% per annum,  and are to be paid during November 2004. The
employees and officer may convert all or a portion of the principal and interest
into shares of the  Company's  common  stock at 75% of the  average  closing bid
price over the preceding five business days of public trading.

NOTE 7. LOANS PAYABLE

In 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
December 31, 2003 the outstanding principal balance totaled $4,500.

In March 2003, the Company borrowed funds from an individual  totaling  $10,000,
which is due on demand,  unsecured,  and bearing no interest. As of December 31,
2003 the outstanding principal balance totaled $5,000.

In September  2002, an entity  alleged it entered into a loan agreement with the
Company during February 2002 totaling  $54,000.  The Company is defending on the
basis the Company issued 89,000 shares of common stock in  consideration of this
balance.  The Company is negotiating this balance and has recognized a liability
of $25,000 as loan payable.

In June 2003, the borrowed  funds from two  individuals  totaling  $60,000 which
matured September 18, 2003, unsecured,  and bearing interest at 12%. In relation
to the loans,  the Company issued  650,000,  200,000,  and 400,000 shares of its
common stock in June, August, and December 2003, respectively, totaling $99,200.
Additionally,  the Company granted  warrants for 300,000 totaling $15,000 shares
of common stock which expired in September 2003. The shares and warrants related
to these borrowed funds are deemed loan origination fees totaling  $114,220,  of
which the entire  balance has been expensed as of December 31, 2003. The Company
is currently negotiating new terms to these loans.

NOTE 8. CONVERTIBLE LOAN PAYABLE

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 December 31, 2003 the
outstanding principal balance totaled $10,000.

NOTE 9. OTHER LIABILITIES

Unissued Stock - In December 2003, the Company  received funds totaling  $80,948
related to the sale of  2,632,227  shares of common  stock which were not issued
until January 2004 (see Note 15).

                                      F-15
<PAGE>

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

NOTE 9. OTHER LIABILITIES (CONTINUED)

Other - During  October 2003,  the Company  entered into a Common Stock Purchase
Agreement  ("Purchase  Agreement") with an individual whereby the Company agreed
to issue  5,000,000  shares of its common  stock in exchange  for cash  totaling
$150,000.  The  Purchase  Agreement  also  granted the  individual  an option to
purchase an additional  3,333,000  shares of the Company's common stock at $0.03
per share.

During October 2003, the Company entered into an Employment  Agreement with this
same  individual,  whereby the Company  employed the individual as an operations
manager for the term of three years.  The individual is entitled to compensation
of $15,000 per month with the option to receive payment in the Company's  common
stock.  Such shares would be  determined by the bid price on the last day of the
month preceding the date the salary was due. The Employment Agreement terminates
during  October  2006.  However,  the  Company at its option may  terminate  the
agreement but shall pay the individual's accrued salary,  unreimbursed expenses,
and all other  compensation  and  benefits  through  the first six months or the
termination date, whichever is greater.

Also during October 2003, the Company  entered into a Consulting  Agreement with
this same individual whereby the individual would provide other services not set
forth in the  Employment  Agreement  in  exchange  for  1,000,000  shares of the
Company's common stock totaling $109,000.  The Consulting  Agreement  terminates
during October 2006.

As of December  31, 2003,  the  individual  paid  $30,699 of the total  $150,000
required under the Purchase Agreement. The Company rescinded all agreements with
the individual as the individual did not pay the entire  $150,000 as required by
the Purchase  Agreement  and  attempted to return the  $30,699.  The  individual
refused to accept the funds and filed a suit against the Company as discussed in
Note 13. The  Company  has  recorded  the  $30,699  has part of other  liability
totaling $111,647.

NOTE 10. RELATED PARTY TRANSACTIONS

In April 2001, the Company issued  15,000,000 shares of its common stocks to its
founder and President for cash  consideration  totaling  $247,725 or $0.0165 per
share.

In April 2001, the Company issued  3,000,000  shares of its common stocks to its
founder and President for services at $0.0165 per share.

On January 18, 2002, the Company entered into a management  consulting agreement
with several officers of See/Saw  Communications,  Inc. The President of See/Saw
Communications, Inc. serves as a Advisory Board Member for the Company, see Note
3. The agreement  provides for strategic  planning and general business services
for a period of one year in  consideration  of 760,000  shares of the  Company's
common  stock,   to  include   330,000   shares  to  the  President  of  See/Saw
Communications,  Inc.  The Company has valued  this  transaction  at $494,000 or
$0.65 per share which has been expensed during the year ended December 31, 2002.
In March and April 2002,  the Company  issued 760,000 shares of its common stock
to various individuals of the See/Saw Communications, Inc.

During the year ended December 31, 2002, the Company's President/stockholder had
given  600,000  shares of the  Company's  common  stock  owned by him to various
consultants for payment on consulting  agreements  entered into during 2001. The
value of the shares at the consummation of these agreements were $0.65 per share
which the Company recorded a stock  payable-related  party totaling $535,950 for
these shares to be issued in the future to the  Company's  President/stockholder
as  replacement.  The Company has expensed  $535,950 for the year ended December
31, 2002.  During November 2002, the Company issued 600,000 shares of its common
stock to the  President/stockholder  of the Company in satisfaction of the stock
payable-related.

In November 2002,  the Company issued  2,000,000 and 600,00 shares of its common
stock to the President and majority  stockholder of the Company in  satisfaction
of due to stockholder totaling 859,253.

                                      F-16
<PAGE>

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

NOTE 10. RELATED PARTY TRANSACTIONS (CONTINUED)

In November 2002, the President and majority stockholder returned 362,000 shares
of common stock to the Company which the Company cancelled.

In April 2003,  the Company  issued  580,000  shares of its common  stock to the
President and majority stockholder in satisfaction of a $58,000 reduction of due
to stockholder.

In May 2003,  the President  and majority  stockholder  borrowed  $40,000 from a
third party lender  using  296,000  shares of his  personal  common stock of the
Company as collateral and loaned the $40,000 to the Company. In August 2003, the
lender sold the stock in  consideration of interest on the loan totaling $9,700.
In December  2003,  the Company  issued  296,000  shares of common  stock to the
President  to replace  the stock sold by the lender . The Company  recorded  the
issuance as interest expense totaling $23,680.  Further,  the President paid the
loan in  December  2003 along with an  additional  $17,238 in  interest.  As the
proceeds  from the loan were used to pay expenses on behalf of the Company,  the
Company  increased  the loan from the President  and recorded  interest  expense
totaling $17,238.

In June 2003,  the  Company  issued  880,000  shares of its common  stock to the
President and majority stockholder for services at $0.11 per share.

In August 2003, the Company issued  1,383,555  shares of its common stock to the
President and majority stockholder for services at $0.04 per share.

In October 2003,  the Company  issued  250,000 shares of its common stock to the
President and majority stockholder for services at $0.11 per share.

On October 1, 2003, the Company entered into an Employment  Agreement with Thadd
Brooks to act as Internet Technology Manager for a term of three years,  whereby
he  receives  a base  salary  of $5,000  per  month.  Further,  if funds are not
available to pay the salary,  Mr. Brooks will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

On October 1, 2003,  the  Company  entered  into an  Employment  Agreement  with
Richard  McCourt to act as Field  Operations  Manager for a term of three years,
whereby he receives a base salary of $5,000 per month. Further, if funds are not
available to pay the salary, Mr. McCourt will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

On October 1, 2003, the Company  entered into an Employment  Agreement with John
Fraier to act as Chief Financial  Officer for a term of three years,  whereby he
receives a base salary of $7,000 per month.  Further, if funds are not available
to pay the salary,  Mr.  Fraier will be paid in shares of the  Company's  common
stock equal to the salary  divided by the bid price on the last day of the month
preceding the date the salary was due.

On October 1, 2003,  the  Company  entered  into an  Employment  Agreement  with
Dorothy  Garrington  to act as  Executive  Assistant  for a term of three years,
whereby she  receives a base salary of $4,000 per month.  Further,  if funds are
not available to pay the salary,  Mrs.  Garrington will be paid in shares of the
Company's  common stock equal to the salary divided by the bid price on the last
day of the month preceding the date the salary was due.

In November  2003,  the Company issued 150,000 shares of its common stock to the
President and majority stockholder for services at $0.12 per share.

In November  2003,  the Company  issued 155,000 shares of its common stock to an
officer for services at $0.12 per share.

                                      F-17
<PAGE>

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

NOTE 10. RELATED PARTY TRANSACTIONS (CONTINUED)

In November  2003, the Company  issued  2,026,000  shares of its common stock to
various employees for services at $0.12 per share.

In December  2003,  the company  issued  90,000 shares of its common stock to an
officer and various  employees in satisfaction  of accounts  payable and accrued
expenses at $0.10 per share.

In December  2003,  the Company issued 150,000 shares of its common stock to the
President and majority stockholder for services at $0.08 per share.

During the year ended 2003 the Company  terminated their agreement with a former
officer.  The officer sued and won judgment for unpaid services totaling $16,800
and $25,000,  respectively. 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  the former  officer's  outstanding  warrants to purchase
990,000 shares of the Company's common stock in exchange for $18,000. In return,
the former  officer  agreed to forgive all remaining  debts owed by the Company.
Prior to the settlement,  the Company had accrued $57,500 to the former officer.
The  Company   recorded  the   satisfaction  of  this  liability  as  a  $57,500
contribution to additional paid-in capital.

NOTE 11. CONSULTING SERVICES

In October 2001, the Company entered into a consulting  agreement with a company
to provide  financial public relations  service for a period of twelve months in
consideration  for  250,000  restricted  shares of it's common  stock  valued at
$432,000.  The Company  valued this  transaction  by taking the average  closing
stock price five days before and after the date of the consulting  agreement and
then discounting by 10%. The Company believes that a 10% discount is appropriate
considering  the length of time for this  consultant to have the ability to sell
such  shares in the  future as a result of the  restricted  nature of the common
stock and minimal  historical  daily trading  volume for its common  stock.  The
Company  has  recorded  consulting  expenses  for  $331,219  for the year  ended
December  31,  2002 and  $100,781  for the period  from April 19,  2001  through
December 31, 2001 for a cumulative total of $432,000 as of December 31, 2002.

In November 2001, the Company entered into a consulting agreement with a company
to provide  investor  relations  and  advisory  services  for a period of twelve
months in  consideration  for 350,000  restricted  shares of it's  common  stock
valued at $103,950.  The Company  valued this  transaction by taking the average
closing  stock  price  five days  before  and  after the date of the  consulting
agreement and then  discounting by 10%. The Company believes that a 10% discount
is appropriate  considering  the length of time for this  consultant to have the
ability to sell such shares in the future as a result of the  restricted  nature
of the common stock and minimal  historical  daily trading volume for its common
stock.  The Company has  recorded  consulting  expenses for $85,575 for the year
ended  December  31, 2002 and $18,375 for the period from April 19, 2001 through
December 31, 2001 for a cumulative total of $103,950 as of December 31, 2002.

In November 2001, the Company entered into a consulting agreement with a company
to provide corporate finance and advisory services for a period of twelve months
in  consideration  for warrants to purchase  1,000,000  shares of the  Company's
common stock with a weighted  average  exercise price of $1.00.  The Company has
valued this transaction at $350,000 in accordance with SFAS No. 123. The Company
has recorded  consulting  expenses for $291,666 for the year ended  December 31,
2002 and $58,334 for the period from April 19, 2001  through  December  31, 2001
for a cumulative total of $350,000 as of December 31, 2002.

In May 2002, the Company issued 905,000 shares of the Company's  common stock to
various  consultants for services  valued at $316,750.  The Company has recorded
this transaction as consulting expense for the year ended December 31, 2002.

                                      F-18
<PAGE>

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

NOTE 11. CONSULTING SERVICES (CONTINUED)

In July 2002,  the Company  entered into a consulting  agreement  with a company
("Consulting   Company")  to  provide  marketing  and  consulting   services  in
consideration  of $30,000 per month renewable each month. In September 2002, the
Company  did not  renew the  consulting  agreement.  However,  the  Company  had
compensated  the Consulting  Company for two months of consulting  services with
the issuance of 600,000 shares of the Company's  common stock in satisfaction of
$60,000 of services for the two months.

In  September  2002,  the Company  entered into a  consulting  agreement  with a
company  to  provide  investor  relations  for a  period  of  twelve  months  in
consideration  of 300,000  shares of the Company's  common stock and warrants to
purchase  200,000 shares of common stock with an weighted average exercise price
of $0.75. The Company has valued this transaction at $25,000 under SFAS No. 123.
The Company has issued both the common  stocks and  warrants as of December  31,
2002.  The Company has  recorded  expenses  for $17,709 and $7,291 for the years
ended December 31, 2003 and 2002, respectively.

In  September  2002,  the Company  entered into a  consulting  agreement  with a
company to provide  consulting  and public  relations  for a period of  thirteen
months in  consideration  of 200,000  shares of the  Company's  common stock and
warrants to purchase  300,000  shares of common  stock with an weighted  average
exercise  price of $0.75.  The Company has valued  this  transaction  at $25,000
under SFAS No. 123.  The Company has issued both the common  stocks and warrants
as of  September  30, 2002.  The Company has  recorded  expenses for $17,309 and
$7,691 for the years ended December 31, 2003 and 2002, respectively.

NOTE 12. STOCKHOLDERS' DEFICIT

Stock  issuances - In September  2001 as discussed in Note 1, the Company issued
2,431,000  shares of its common stock for the acquisition of all the outstanding
capital  stock of Limelight  Network,  Inc.  The Company  recorded an expense of
$2,431 during 2001 as a result of this transaction.

In May 2002,  the Company  issued  905,000 shares of its common stock to various
consultants for consulting expense valued at $316,750.

In June 2002,  the Company  issued  10,000 shares of its common stock related to
the exercise of warrants at $0.50 per share.

In July 2002,  the Company issued 150,000 shares of its common stock for cash at
$0.10 per share.

Stock issuances  (continued) - In July 2002, the Company issued 2,000,000 shares
of its  common  stock  for cash at $0.10  per  share,  net of  offering  cost of
$20,000, through a common stock purchase agreement ("Stock Purchase Agreement").
Pursuant to the Stock  Purchase  Agreement,  a provision  provides for a put and
call right.  The put right gives the  purchaser the right to sell all or portion
of the common  stock for a cash price of $0.19 per share  during the period from
April 3, 2003 through  July 3, 2003.  The call right gives the Company the right
to purchase  all or portion of the common stock for a cash price of $0.20 during
the period from the date of the agreement  through April 3, 2003.  The Company's
President and majority  shareholder has personally  guaranteed the provisions of
the put right  within the  agreement in the event the  Company's  stock value is
less than the required purchase price.

In August and September 2002, the Company issued  1,100,000 shares of its common
stock to various consultants for prepaid consulting services valued at $85,000.

In September  2002,  the Company issued 200,000 shares of its common stock for a
note  receivable  totaling  $20,000.  The Company  determined  that the note was
uncollectible  and wrote off the entire  balance for the year ended December 31,
2002.

                                      F-19
<PAGE>

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

NOTE 12. STOCKHOLDERS' DEFICIT (CONTINUED)

In November  2002, the Company issued 500,000 shares of its common stock for the
acquisitions  of UniGuest of  Tennessee,  Inc.  These  shares were  cancelled in
October 2003 as discussed in Note 2.

In November  2002,  the Company  issued  600,000  shares of its common  stock in
satisfaction of a loan payable valued at $75,000.

In February  2003,  the Company  issued  177,000  shares of its common stock for
services at $0.11 per share.

In February  2003,  the Company  issued  300,000  shares of its common stock for
services at $0.10 per share.

In March  2003,  the  Company  issued  200,000  shares of its  common  stock for
services at $0.10 per share.

In March 2003,  the Company issued 30,000 shares of its common stock for cash at
$0.10 per share.

In November 2003, the Company  issued  1,717,000  shares of its common stock for
cash at $0.03 per share.

In November 2003, the Company  issued  1,050,000  shares of its common stock for
services at $0.12 per share.

In December 2003, the Company issued 833,331 shares of its common stock for cash
at .03 per share.

Stock warrants - In connection with certain  business  transactions  and debt or
equity  offerings,  the Company has granted various  warrants to purchase common
stock. The following table summarizes activity relating to outstanding  warrants
from April 19, 2001 (date of inception of Limelight  Media Group,  Inc.) through
December 31, 2003:

                                                Number          Weighted
                                                  of             Average
                                                Shares       Exercise Price
                                              ---------      --------------

        Balance, April 19, 2001(Date of
        Inception)                                   --      $           --
          Warrants granted and assumed        1,000,000                0.75
          Warrants expired                           --                  --
          Warrants canceled                          --                  --
          Warrants exercised                         --                  --
                                              ---------      --------------

        Balance, December 31, 2001            1,000,000                0.75
          Warrants granted and assumed          500,000                0.65
          Warrants expired                           --                  --
          Warrants canceled                          --                  --
          Warrants exercised                     10,000                1.00
                                              ---------      --------------

        Balance, December 31, 2002            1,490,000                0.71
          Warrants granted and assumed          300,000                0.15
          Warrants expired                      300,000                0.15
          Warrants canceled                          --                  --
          Warrants exercised                         --                  --
                                              ---------      --------------
        Balance, December 31, 2003            1,490,000      $         0.71
                                              =========      ==============

                                      F-20
<PAGE>

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

NOTE 12. STOCKHOLDERS' DEFICIT (CONTINUED)

The  following  table  summarizes  information  about  warrants  outstanding  at
December 31, 2003:

                                                 Weighted
                                   Number         Average        Number
                                Outstanding     Remaining      Exercisable
                   Exercise        as of        Contractual      as of
                    Price         12/31/03         Life         12/31/03
                 -----------    -----------     -----------    -----------

                 $      0.25        100,000       2.0 years        100,000
                        0.50        700,000       1.3 years        700,000
                        1.00        690,000       1.3 years        690,000
                 -----------    -----------     -----------    -----------
                 $      0.71      1,490,000                      1,490,000
                 ===========    ===========     ===========    ===========

The following table  summarizes  information  about warrants  granted during the
year ended December 31, 2003:

<TABLE>
<CAPTION>
                                  Exercise Price
                                Equals, Exceeds or
               Number of         is Less Than Mkt.        Weighted                                Weighted
            Warrants Granted      Price of Stock          Average            Range of             Average
              During 2003          on Grant Date       Exercise Price     Exercise Price         Fair Value
            -----------------   ------------------     ---------------    -----------------      --------------
<S>                   <C>            <C>               <C>                <C>                    <C>
                           --         Equals           $            --    $              --      $           --
                      300,000         Exceeds          $          0.15    $            0.15      $         0.05
                           --        Less Than         $            --    $              --      $           --
            -----------------   ------------------     ---------------    -----------------      --------------

                      300,000                          $          0.15    $            0.15      $         0.05
            =================   ==================     ===============    =================      ==============
</TABLE>

The Company  estimates the fair value of warrants at the grant date by using the
Black-Scholes   option   pricing-model   with  the  following   weighted-average
assumptions  used for  grants  in 2003 and 2002;  no  dividend  yield;  expected
volatility of 221.59% and 428.19%; risk free interest rates of 4% and 2.52%; and
expected lives of 0.5 and 2.0 years. The Company valued the consulting  services
under SFAS No. 123 relating to the warrants that became  exercisable  upon grant
in 2003 and 2002 for $15,000 and $25,000, respectively.

NOTE 13.    COMMITMENTS AND CONTINGENCIES

Legal  proceedings - 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 has not occurred due to  misidentification  of the Company.  The
Company intends to fully defend itself against these claims.

During  September  2002, a company alleged it entered into a loan agreement with
the Company during February 2002 totaling  $54,000.  The Company is defending on
the basis the Company issued 89,000 shares of common stock in  consideration  of
this  balance.  The Company is  negotiating  this  balance and has  recognized a
liability of $25,000 as loan payable.

                                      F-21
<PAGE>

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

NOTE 13. COMMITMENTS AND CONTINGENCIES (CONTINUED)

As  discussed  in Note 9, the Company  rescinded  the  Purchase  Agreement,  and
Employment Agreement and Consulting Agreement with an individual. The individual
filed suit  against the  Company  alleging  entitlement  to the  following:  (i)
5,000,000  shares  of  the  Company's  common  stock  related  to  the  Purchase
Agreement,  (ii) 1,000,000  shares of the Company's  common stock related to the
Consulting Agreement, (iii) the proxy to vote 17,000,000 shares of the Company's
common  stock  currently  held by the  President,  and (iv)  payment  under  the
Employment Agreement for the sum of $15,000 per month plus benefits. The Company
has denied the relevant allegations and has filed counterclaims  seeking damages
of approximately  $900,000.  Through the date of this report, the individual has
made a  settlement  offer for  100,000  shares of the  Company's  common  stock,
$30,000 and payment of attorney fees. The Company has not determined whether the
offer will be accepted.

Abandoned operating lease - During 2002, the Company was subject to an operating
lease for an office.  Due to a default on the  scheduled  monthly  payments  the
Company  does not occupy the office  space  however  may be subject to the terms
under a  non-cancelable  operating  lease if the space is not leased.  Under the
terms the Company would be obligated to pay approximately $26,000 as of December
31, 2003, as well as future minimum lease payments  approximating  $97,000.  For
the period from April 19, 2001 through December 31, 2002, total rent expense for
the leased office approximated $53,200. For the year ended 2003, the Company has
not recorded rent expense or  liabilities  for the leased office due to the lack
of correspondence from the lessor.

Leased  facility  -  The  Company  operates  from  a  leased  facility  under  a
noncancellable  operating  lease.  The lease  calls for a base  monthly  rent of
$2,800.  As of  December  31, 2003 and 2002,  total rent  expense for the leased
facility approximated $19,600 and $--, respectively.

Future minimum rental payments required under the operating lease for the office
facility as of December 31, 2003, are as follows:

                                 2004       $     33,996
                                 2005             33,996
                                 2006             14,165
                                            ------------
                                            $     82,257
                                            ============

NOTE 14. SUBSEQUENT EVENTS

Stock issuances - In January 2004, the Company issued  2,632,227 in satisfaction
of other liabilities totaling $80,948 (see Note 9).

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.

                                      F-22
<PAGE>

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

NOTE 14. SUBSEQUENT EVENTS (CONTINUED)

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  Bulleting Board or other principal  market 5 days  immediately
following the advance notice date,  expiring  February 2006,  subject to certain
terms and conditions.  Cornell  Capital  Partners will retain 5% of each advance
under the  Distribution  Agreement.  Additionally,  the  Distribution  Agreement
requires the Company to pay Cornell a  commitment  fee in the amount of $350,000
to be paid by the issuance of a Convertible Fee Debenture,  as discussed  below.
Furthermore,  the Company is required to file a  registration  statement on Form
SB-2 with the Securities and Exchange  Commission for the registration of common
stock for future issuance related to the Credit Agreement.

Convertible  Fee  Debenture - In  February  2004,  pursuant to the  Distribution
Agreement,  as discussed  above,  the Company issued a Convertible Fee Debenture
("Debenture") to Cornell totaling $350,000.  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.

Secured  Convertible  Debenture - In February 2004, the Company issued a secured
Convertible  Debenture to Cornell secured by the Company's assets. Upon closing,
the Company  received  $250,000 and will  receive an  additional  $250,000  upon
filing the Form SB-2 with the  Securities and Exchange  Commission.  The balance
bears an  interest  rate of 5.0%,  with  principal  and  interest  automatically
converting to shares of the Company's common stock in February 2007. Cornell has
the  option  of  converting  this  loan to  common  stock,  at the  lower  of a)
twenty-five  cents  ($0.25)  or b) 80% of the  lowest  closing  bid price of the
common stock for the five  trading days  immediately  preceding  the  conversion
date.

                                      F-23
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

      Our directors,  executive  officers and key employees as of April 2, 2004,
are as follows:

      NAME                 AGE   POSITION
      -------------------  ----  -----------------------------------------------
      David V. Lott        45    President, Chief Executive Officer and Director
      John Fraier          58    Chief Financial Officer
      Ron Ricciardi        42    Director
      Peter Kertes         54    Director


      The name,  age,  and  respective  position of each officer and director of
Limelight is set forth below.  Each  Director  shall serve until the next annual
meeting of Limelight stockholders or until other officers and directors are duly
elected and  qualified.  Directors are elected for a one-year term at the annual
stockholders' meeting. Officers hold their positions at the will of the board of
directors,   absent  any  employment  agreement.   There  are  no  arrangements,
agreements or understandings between non-management  shareholders and management
under which non-management  shareholders may directly or indirectly  participate
in or influence the management of Limelight's affairs.

DAVID LOTT

      Mr. Lott has served as President,  Chief Executive  Officer and a Director
of Limelight since September 2001. Mr. Lott has 20 years  experience in business
development and management.  In addition to his responsibility to Limelight, Mr.
Lott is President and founder of Daody  Management,  Inc. Daody is a warehousing
and storage  management  company in the Greater  Memphis area of  Tennessee  and
encompasses  properties in several locales of southern Texas.  Properties  under
his  management  include the Canon  Computer  Distribution  Warehouse  and PanAm
Flight  Training  Academy.  Mr. Lott  developed  this real  estate,  storage and
management company since its inception in March 1992.  In 1982, Mr. Lott founded
and  operated  Landscapes  Unlimited,  Inc.  Landscapes  Unlimited,  Inc.  was a
commercial  landscape contract and management company. Mr. Lott orchestrated the
company's sale to Orkin International in 1994.

RON RICCIARDI

      Mr.  Ricciardi  has served as a Director of  Limelight  since  February 9,
2004. From June, 2003 to the present,  Mr. Ricciardi has served as President and
Chief  Executive  Officer of FBO Air,  Inc., a company that acquires  fixed base
operations  serving  the general and  private  aviation  marketplace  across the
United States. From August, 2001 to May, 2003, Mr. Ricciardi served as President
and Chief  Executive  Officer of P&A Capital  Partners,  Inc. (and a predecessor
organization),   an  entertainment   finance  company   chartered  to  fund  the
distribution  of  independent  films.  Mr.  Ricciardi was also the co-founder of
eTurn, a high technology  service  provider.  From June, 1999 to September 2000,
Mr. Ricciardi served as eTurn's Chairman and Chief Executive  Officer,  where he
developed a consolidation  strategy,  negotiated a pipeline potential merger and
acquisition  candidates,  published  placement  memoranda and executed  multiple
private, institutional and venture capital presentations. From May, 1995 to May,
1999,  Mr.  Ricciardi  served  as  President  and  Chief  Executive  Officer  of
Clearidge, Inc., a leading regional consumer products company, where he provided
strategic and organizational  development and led a consolidation  effort, which
included 14  transactions.  From 1984 to 1993, Mr.  Ricciardi served in multiple
positions of increasing responsibility,  including as an Area Vice-President for
Pepsi-Cola Company.

PETER KERTES

      Mr. Kertes has served as a Director of Limelight  since  February 6, 2004.
From 2003 to the present,  Mr. Kertes has managed private assets for clients and
family members.  From 1997 to 2003, Mr. Kertes was founder,  editor and owner of
AlertInvestor.com;  an online  investment  newsletter  with  respect  to current
events,  market analysis and stock  research.  From 1993 to 1996, Mr. Kertes was
Executive  Director  and  partner  in charge of the  Budapest  office of Central
Europe  Trust  Co.  Central  Europe  Trust  Co.  is a  strategic  and  financial
consulting  firm in Eastern  Europe.  From 1992 to 1993, Mr. Kertes served as an
Advisor to the State Property Agency of Hungary. Mr. Kertes advised with respect
to the country's privatization strategy and implementation.  Mr. Kertes assisted
in securing  sponsorship  deals with Coca Cola and Fiat and handled  protocol on
the Prime  Minister's State  invitations.  From 1984 to 1992, Mr. Kertes founded
and ran Kertes,  Moss & Co., a Houston based regional  investment  banking firm,
specializing in corporate finance, merges and acquisitions and leverage buyouts.
From 1982 to 1983,  Mr. Kertes was CEO of Datalab,  a public  company  providing
information  and data processing  services to the healthcare and  pharmaceutical
industries.  From 1978 to 1981,  Mr.  Kertes  served as Finance  Manager at M.W.
Kellogg Co., an  international  engineering  firm. From 1977 to 1978, Mr. Kertes
worked for Paine Webber.  Mr. Kertes received a B.A. of Harvard University and a
Masters in Business Administration from the University of Chicago and University
Catholique de Louvain (Belgium).

                                       19
<PAGE>

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Registrant's directors,  certain officers and persons holding 10% or more of the
Registrant's  common  stock  to  file  reports  regarding  their  ownership  and
regarding their  acquisitions and dispositions of the Registrant's  common stock
with the  Securities and Exchange  Commission.  Such persons are required by SEC
regulations  to furnish the  Registrant  with copies of all Section  16(a) forms
they file.

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  our
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered  class of our  equity  securities  to file  with the  Securities  and
Exchange  commission  initial  reports of  ownership  and  reports of changes in
ownership  of  Common  Stock  and  other  of our  equity  securities.  Officers,
directors and greater than 10%  shareholders  are required by SEC regulations to
furnish us copies of all Section 16(a) forms they file.

      Based on available  information,  we believe that all filings with respect
to Section 16(a) are current.

CODE OF ETHICS

      Limelight  has  adopted  a  formal  code of  ethics  that  applies  to our
principal  executive  officer  and  principal   accounting  officer,  all  other
officers,  directors  and  employees.  This  code of  ethics  is filed  with the
Securities  and Exchange  Commission  as an exhibit to our Annual Report for the
year ended December 31, 2003.

COMMITTEES

      Currently,  the Board of  Director  has not  established  any  committees.
Limelight  does not have an audit  committee  nor has it  appointed  a financial
expert for an audit committee.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                ANNUAL COMPENSATION                    LONG TERM COMPENSATION
                                           -----------------------------  -------------------------------------------------
                                                                                   AWARDS                   PAYOUTS
                                                                          -----------------------   -----------------------
                                                               OTHER      RESTRICTED   SECURITIES
                                                               ANNUAL       STOCK      UNDERLYING      LTIP     ALL OTHER
                                           SALARY   BONUS   COMPENSATION   AWARD(S)   OPTIONS/SARS   PAYOUTS   COMPENSATION
NAME AND PRINCIPAL POSITION       YEAR      ($)      ($)        ($)          ($)          (#)          ($)         ($)
------------------------------    -------  -------  ------  ------------  ----------  ------------  ---------  ------------
<S>                                 <C>    <C>       <C>        <C>        <C>            <C>          <C>         <C>
              (A)                   (B)     (C)      (D)        (E)          (F)          (G)          (H)         (I)
------------------------------    -------  -------  ------  ------------  ----------  ------------  ---------  ------------
David V Lott(1)                   2003         --       --            --   2,000,000            --         --            --
                                  2002         --       --            --          --            --         --            --
                                  2001         --       --            --          --            --         --            --
</TABLE>
_______________

(1) Mr. Lott became President of Limelight on September 26, 2001.

                                       20
<PAGE>

      The following table contains information  regarding options granted during
the year ended December 31, 2003 to Limelight's named executive officer.

                            OPTION/SAR GRANTS TABLE

<TABLE>
<CAPTION>
                                                            % TOTAL
                                                         OPTIONS/SAR'S
                                                           GRANTED TO
                                  NO. OF SECURITIES    EMPLOYEES IN YEAR
                                      UNDERLYING       ENDED DECEMBER 31
                                    OPTIONS/SAR'S             2003          EXERCISE OR BASE PRICE
NAME                                 GRANTED (#)              (%)               ($ PER SHARE)           EXPIRATION DATE
------------------------------    -----------------    -----------------    ----------------------      ---------------
<S>                                            <C>               <C>                  <C>                    <C>
David V. Lott                                   --                --                   --                     --
President and Chief Executive
Officer
</TABLE>

      The following table contains  information  regarding  options exercised in
the year ended  December  31,  2003,  and the  number of shares of common  stock
underlying  options held as of December 31, 2003, by Limelight's named executive
officer.

                        AGGREGATED OPTIONS/SAR EXERCISES
                             IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTIONS/SAR VALUES

<TABLE>
<CAPTION>
                                                                                                   VALUE OF UNEXERCISED
                                                               NUMBER OF SECURITIES UNDERLYING          IN-THE-MONEY
                                                                  UNEXERCISED OPTIONS/SAR'S            OPTIONS/SAR'S
                                    SHARES                                AT FY-END                      AT FY-END
                                 ACQUIRED ON        VALUE     --------------------------------  -----------------------------
                                   EXERCISE       REALIZED                   (#)                            ($)
                               ---------------  ------------  --------------------------------  -----------------------------
NAME                                 (#)             ($)         EXERCISABLE     UNEXCERSIABLE   EXERCISABLE   UNEXERCSIABLE
----------------------------   ---------------  ------------  ---------------  ---------------  ------------  ---------------
<S>                                  <C>              <C>             <C>               <C>            <C>           <C>
David V. Lott                         --               --              --                --             --            --
President and
Chief Executive Officer
</TABLE>


STOCK OPTION GRANTS IN THE PAST FISCAL YEAR

      We have not issued any grants of stock  options in the past fiscal year to
any officer or director.


EMPLOYMENT AGREEMENT

      Currently,  we  have  written  employment  agreements  with  four  of  our
employees.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Thadd  Brooks to act as Internet  Technology  Manager for a term of three years,
whereby he receives a base salary of $5,000 per month. Further, if funds are not
available to pay the salary,  Mr. Brooks will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Richard  McCourt to act as Field  Operations  Manager for a term of three years,
whereby he receives a base salary of $5,000 per month. Further, if funds are not
available to pay the salary, Mr. McCourt will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
John Fraier to act as Chief Financial Officer for a term of three years, whereby
he  receives  a base  salary  of $7,000  per  month.  Further,  if funds are not
available to pay the salary,  Mr. Fraier will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Dorothy  Garrington  to act as  Executive  Assistant  for a term of three years,
whereby she  receives a base salary of $4,000 per month.  Further,  if funds are

                                       21
<PAGE>

not available to pay the salary,  Mrs.  Garrington will be paid in shares of the
Company's  common stock equal to the salary divided by the bid price on the last
day of the month preceding the date the salary was due.

OTHER COMPENSATION

      There are no annuity,  pension or retirement  benefits proposed to be paid
to officers,  directors, or employees of Limelight in the event of retirement at
normal  retirement date as there is no existing plan provided for or contributed
to by Limelight.  No  remuneration is proposed to be paid in the future directly
or indirectly by Limelight to any officer or director since there is no existing
plan, which provides for such payment, including a stock option plan.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table presents certain information  regarding the beneficial
ownership  of all  shares  of common  stock at April 1, 2004 for each  executive
officer and  director  of our  Company and for each person  known to us who owns
beneficially  more than 5% of the  outstanding  shares of our common stock.  The
percentage  ownership  shown in such table is based upon the  51,694,377  common
shares issued and outstanding at April 1, 2004 and ownership by these persons of
options or warrants  exercisable  within 60 days of such date.  Also included is
beneficial  ownership  on a fully  diluted  basis  showing all  authorized,  but
unissued, shares of our common stock at April 1, 2004 as issued and outstanding.
Unless  otherwise  indicated,  each person has sole voting and investment  power
over such shares.

                          PRINCIPAL SHAREHOLDERS
--------------------------------------------------------------------------------
                                                          AMOUNT OF     PERCENT
                                                         BENEFICIAL     OF CLASS
TITLE OF CLASS    NAME AND ADDRESS OF BENEFICIAL OWNER    OWNERSHIP       (1)
----------------  -------------------------------------  ------------  ---------

Common            David V. Lott Living Trust              17,407,000      33.7%
                  (Officer/Director)
                  1701 Tall Forrest Lane
                  Collierville TN  38017

Common            John Fraier                                195,000          *
                  8000 Centerview Parkway, Suite 115
                  Memphis, TN  38018

Common            Ron Ricciardi                              400,000          *
                  8000 Centerview Parkway, Suite 115
                  Memphis, TN  38018


Common            Peter Kertes                             4,333,665      8.38%
                  8000 Centerview Parkway, Suite 115
                  Memphis, TN  38018


Common            All Officers and Directors as a Group
                  (4 individuals)                         22,335,615     43.21%

_______________

*     Represents less than 1%.


(1)   Applicable percentage of ownership is based on 51,694,377 shares of common
      stock outstanding as of April 1, 2004 together with securities exercisable
      or  convertible  into shares of common  stock  within 60 days of March 15,
      2004  for  each  stockholder.   Beneficial   ownership  is  determined  in
      accordance  with the  rules of the SEC and  generally  includes  voting or
      investment  power  with  respect  to  securities.  Shares of common  stock
      subject to securities  exercisable  or  convertible  into shares of common
      stock that are  currently  exercisable  or  exercisable  within 60 days of
      April 1, 2004 are deemed to be  beneficially  owned by the person  holding
      such options for the purpose of computing  the  percentage of ownership of
      such  person,  but are not  treated  as  outstanding  for the  purpose  of
      computing the percentage ownership of any other person.

                                       22
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the last two years,  other than as set forth  below,  there has not
been any transaction, or proposed transactions,  to which Limelight was or is to
be a party,  in which any of the officers,  directors,  key employees,  or 5% or
greater shareholders, had or are to have a direct or indirect material interest.

      On April 15, 2003,  the Company  issued 580,000 shares of its common stock
to David Lott, our President,  in satisfaction of a $58,000  reduction of due to
stockholder.  On the date of issuance,  the market price of the common stock was
$0.08.

      In May 2003,  David Lott,  our  President,  borrowed  $40,000 from a third
party lender using 296,000 shares of his personal common stock of the Company as
collateral  and loaned the $40,000 to the Company.  In August  2003,  the lender
sold the stock in  consideration  of interest on the loan  totaling  $9,700.  On
December  17, 2003,  the Company  issued  296,000  shares of common stock to the
President to replace the stock sold by the lender. On the date of issuance,  the
market price of the common stock was $0.099.  The Company  recorded the issuance
as interest expense totaling  $23,680.  Further,  the President paid the loan in
December 2003 along with an additional $17,238 in interest. As the proceeds from
the loan  were  used to pay  expenses  on behalf  of the  Company,  the  Company
increased  the loan from the President and recorded  interest  expense  totaling
$17,238.

      On June 11, 2003, the Company issued 880,000 shares of our common stock to
David Lott,  our  President,  for  services  at $0.11 per share.  On the date of
issuance, the market price of the common stock was $0.119.

      On October 22, 2003,  the Company  issued  1,383,555  shares of our common
stock to David Lott, our President, for services at $0.04 per share. On the date
of issuance, the market price of the common stock was $0.099.

      On October 22, 2003, the Company issued 250,000 shares of our common stock
to David Lott,  our President,  for services at $0.11 per share.  On the date of
issuance, the market price of the common stock was $0.099.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Thadd  Brooks to act as Internet  Technology  Manager for a term of three years,
whereby he receives a base salary of $5,000 per month. Further, if funds are not
available to pay the salary,  Mr. Brooks will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Richard  McCourt to act as Field  Operations  Manager for a term of three years,
whereby he receives a base salary of $5,000 per month. Further, if funds are not
available to pay the salary, Mr. McCourt will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
John Fraier to act as Chief Financial Officer for a term of three years, whereby
he  receives  a base  salary  of $7,000  per  month.  Further,  if funds are not
available to pay the salary,  Mr. Fraier will be paid in shares of the Company's
common stock equal to the salary divided by the bid price on the last day of the
month preceding the date the salary was due.

      On October 1, 2003, the Company entered into an Employment  Agreement with
Dorothy  Garrington  to act as  Executive  Assistant  for a term of three years,
whereby she  receives a base salary of $4,000 per month.  Further,  if funds are
not available to pay the salary,  Mrs.  Garrington will be paid in shares of the
Company's  common stock equal to the salary divided by the bid price on the last
day of the month preceding the date the salary was due.

      On November 14, 2003, the Company issued 150,000  restricted shares of our
common stock to David Lott, our President,  for services at $0.12 per share.  On
the date of issuance, the market price of the common stock was $0.119.

      On November 14, 2003, the Company issued 155,000  restricted shares of our
common  stock to John Fraier,  an officer of our Company,  for services at $0.12
per share.  On the date of  issuance,  the market  price of the common stock was
$0.119.

      On November 14, 2003, the Company issued  2,026,000  restricted  shares of
our common stock to various  employees  for services at $0.12 per share.  On the
date of issuance, the market price of the common stock was $0.119.

                                       23
<PAGE>

      On December 17, 2003, the company issued 90,000  restricted  shares of our
common stock to John Fraier, an officer of our Company, and various employees in
satisfaction of accounts payable and accrued expenses at $0.10 per share. On the
date of issuance, the market price of the common stock was $0.099.

      On December 17, 2003, the Company issued 150,000  restricted shares of our
common stock to David Lott, our President,  for services at $0.08 per share.  On
the date of issuance, the market price of the common stock was $0.099.

      During the year ended 2003, the Company  terminated their agreement with a
former officer.  The officer sued and won judgment for unpaid services  totaling
$16,800 and $25,000,  respectively.  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  the former  officer's  outstanding  warrants to
purchase  990,000 shares of the Company's  common stock in exchange for $18,000.
In return,  the former officer agreed to forgive all remaining debts owed by the
Company. Prior to the settlement,  the Company had accrued $57,500 to the former
officer.  The Company  recorded the  satisfaction of this liability as a $57,500
contribution to additional paid-in capital.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


(A)   EXHIBITS:

<TABLE>
<CAPTION>
EXHIBITS NO.    DESCRIPTION                                         LOCATION
-------------   ------------------------------------------------    --------------------
<S>             <C>                                                 <C>
31.1            Certification Pursuant to Section 302               Provided herewith

31.2            Certification Pursuant to Section 302               Provided herewith

32.1            Certification Pursuant to 18 U.S.C. Section 1350    Provided herewith

32.2            Certification Pursuant to 18 U.S.C. Section 1350    Provided herewith
</TABLE>

(B)   REPORTS ON FORM 8-K:

      None.

PRINCIPALS ACCOUNTANT FEES AND SERVICES

      A total of $21,266 was paid during 2003 for auditor  accounting  fees.  No
other services were provided by our independent auditors.

                                       24
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: April 14, 2004                       LIMELIGHT MEDIA GROUP, INC, INC.

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





      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                 TITLE                                 DATE


/s/David V. Lott
-------------------
David V. Lott             Director, President and Chief
                          Executive Officer                     April 14, 2004
/s/ John Fraier
-------------------
John Fraier               Chief Financial Officer               April 14, 2004

/s/Ronald Ricciardi
-------------------
Ronald Ricciardi          Director                              April 14, 2004

/s/Peter Kertes
-------------------
Peter Kertes              Director                              April 14, 2004

                                       25