AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2004
REGISTRATION NO. 333-_____

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LIMELIGHT MEDIA GROUP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA 2833 88-0441338
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification No.)

DAVID V. LOTT
8000 CENTERVIEW PARKWAY 8000 CENTERVIEW PARKWAY
SUITE 115 SUITE 115
MEMPHIS, TN 38018 MEMPHIS, TN 38018
(Address and telephone number (Name, address, and telephone
of principal executive offices) number of agent for service)

Copies to:
Clayton E. Parker, Esq. Ronald S. Haligman, Esq.
Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP
201 South Biscayne Boulevard 201 South Biscayne Boulevard
Suite 2000 Suite 2000
Miami, Florida 33131 Miami, Florida 33131
Telephone: (305) 539-3300 Telephone: (305) 539-3300
Telecopier: (305) 358-7095 Telecopier: (305) 358-7095

Approximate date of commencement of proposed sale of the securities to the
public: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier of the effective registration
statement for the offering. |_|

If this is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|

CALCULATION OF REGISTRATION FEE

=================================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.001 per share, to be
acquired pursuant to the Standby Equity
Distribution Agreement 13,804,662 shares $0.15 $2,070,699.30 $262.98
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share,
underlying a convertible debenture 20,833,333 shares $0.15 $3,124,999.95 $396.88
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Common Stock, par value $0.001 per share,
including a convertible debenture issued as
a commitment fee pursuant to the Standby Equity
Distribution Agreement 2,266,667 shares $0.15 $340,000.05 $43.18
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Common Stock, par value $0.001 per share, to be
issued as a placement agent fee in connection
with the Standby Equity Distribution Agreement 52,632 shares $0.15 $7,894.80 $1.00
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Common Stock, par value $0.001 per share,
offered by other selling stockholders 21,253,866 shares $0.15 $3,188,079.90 $404.89
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL 58,211,160 shares $0.15 $8,731,674.00 $1,108.92
=================================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended. For
the purposes of this table, we have used the average of the closing bid
and asked prices as of April 30, 2004. THE REGISTRANT HEREBY AMENDS THIS
REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE

REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

Preliminary Prospectus Subject to completion, dated May 4, 2004

PROSPECTUS

LIMELIGHT MEDIA GROUP INC.
58,211,160 SHARES OF COMMON STOCK

This prospectus relates to the sale of up to 58,211,160 shares of
Limelight Media Group, Inc.'s common stock by certain persons who are, or will
become, stockholders of Limelight Media. The selling stockholders consist of:

o Cornell Capital Partners, which intends to sell up to an aggregate
amount of 36,904,662 shares of common stock, which includes
13,804,662 shares of common stock pursuant to a Standby Equity
Distribution Agreement, 20,833,333 shares of common stock underlying
a Secured Convertible Debenture and 2,266,667 shares of common stock
underlying a Compensation Debenture issued as a commitment fee
pursuant to the Standby Equity Distribution Agreement.

o Newbridge Securities Corporation, an unaffiliated registered
broker-dealer retained by Limelight Media in connection with the
Standby Equity Distribution Agreement, which intends to sell 52,632
shares of common stock issued as a placement agent fee.

o Other selling shareholders, who intend to sell up to 21,253,866
shares of our common stock that were previously issued. Please refer
to "Selling Stockholders" beginning on page 12. Limelight Media is
not selling any shares of common stock in this offering and
therefore will not receive any proceeds from this offering.

Limelight Media will, however, receive proceeds from the sale of common
stock under the Standby Equity Distribution Agreement. All costs associated with
this registration will be borne by Limelight Media.

The shares of common stock are being offered for sale by the selling
stockholders at prices established on the Over-the-Counter Bulletin Board during
the term of this offering. These prices will fluctuate based on the demand for
the shares of our common stock. On April 30, 2004, the last reported sale price
of our common stock was $0.15 per share.

Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
Standby Equity Distribution Agreement. Pursuant to the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay Limelight Media 97% of
the lowest closing bid price of the common stock during the 5 consecutive
trading-day period immediately following the notice date. The 3% discount on the
purchase of the common stock to be received by Cornell Capital Partners and the
commitment fee are underwriting discounts. In addition, Cornell Capital Partners
is entitled to retain 5% of the proceeds raised by Limelight Media under the
Standby Equity Distribution Agreement. In addition, Limelight Media has agreed
to pay Cornell Capital Partners a one-time commitment fee in the form of a of
$340,000 Compensation Debenture that is convertible into shares of our common
stock at a price equal to 100% of the lowest closing bid price of the common
stock for the three trading days immediately preceding the conversion date.

Limelight Media engaged Newbridge Securities Corporation, an unaffiliated
registered broker-deal, to advise us in connection with the Standby Equity
Distribution Agreement. Newbridge Securities Corporation was paid a fee of
$10,000 by the issuance of 52,632 shares of Limelight Media's common stock.

Brokers or dealers effecting transactions in these shares should confirm
that the shares are registered under the applicable state law or that an
exemption from registration is available.

Our common stock is quoted on the Over-the-Counter- Bulletin Board under
the symbol "LMMG.OB."

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. PLEASE
REFER TO "RISK FACTORS" BEGINNING ON PAGE 4.

With the exception of Cornell Capital Partners, which is an "underwriter"
within the meaning of the Securities Act of 1933, no other underwriter or person
has been engaged to facilitate the sale of shares of common stock in this
offering. This offering will terminate 24 months after the accompanying
registration statement is declared effective by the Securities and Exchange
Commission. None of the proceeds from the sale of stock by the selling
stockholders will be placed in escrow, trust or any similar account.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is May ___, 2004.

TABLE OF CONTENTS

PROSPECTUS SUMMARY............................................................1
THE OFFERING..................................................................2
SUMMARY CONSOLIDATED FINANCIAL INFORMATION....................................3
RISK FACTORS..................................................................5
FORWARD-LOOKING STATEMENTS...................................................11
SELLING STOCKHOLDERS.........................................................12
USE OF PROCEEDS..............................................................15
DILUTION ....................................................................16
STANDBY EQUITY DISTRIBUTION AGREEMENT........................................17
PLAN OF DISTRIBUTION.........................................................19
MANAGEMENT'S DISCUSSION AND ANALYSIS.........................................21
DESCRIPTION OF BUSINESS......................................................25
MANAGEMENT...................................................................30
FISCAL YEAR END OPTIONS/SAR VALUES...........................................32
DESCRIPTION OF PROPERTY......................................................33
LEGAL PROCEEDINGS............................................................33
PRINCIPAL STOCKHOLDERS.......................................................34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................35
DESCRIPTION OF SECURITIES....................................................41
EXPERTS .....................................................................44
LEGAL MATTERS................................................................44
HOW TO GET MORE INFORMATION..................................................44
PART II ..................................................................II-1
FINANCIAL STATEMENTS........................................................F-1

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Our audited financial statements for the fiscal year ended December 31,
2003, were contained in our Annual Report on Form 10-KSB.

PROSPECTUS SUMMARY

Limelight Media 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 Media is the theater industry.

Limelight Media 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 Media,
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 Media's technology has been within
movie theaters. Limelight Media 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 Media provides a turn-key solution for businesses desiring
digital signage systems for information display. Limelight Media 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 Media installs all necessary servers and displays for its customers.
The system is connected via broadband internet to Limelight Media's video and
content management servers. Limelight Media provides this equipment at no cost
to the location partner. Limelight Media 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 Media has current or pending installations of its technology in
theater locations across the country. Installations are currently operational in
86 theater locations. Limelight Media has 192 pending theater location
installations. Further, Limelight Media has executed co-marketing agreements
that augment its own sales and marketing team and that enables the Company to
simultaneously penetrate additional theaters.

Limelight Media 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 we consider to be
the ideal locations to attract the attention of patrons who are entering and
leaving the location.

ABOUT US

Our principal place of business is located at 8000 Centerview Parkway,
Suite 115, Memphis, Tennessee 38018. Our telephone number is (901) 757-0195.

THE OFFERING

This offering relates to the sale of common stock by certain persons who
are, or will become, our stockholders. The selling stockholders consist of:

o Cornell Capital Partners, which intends to sell up to an aggregate
amount of 36,904,662 shares of common stock, which includes
13,804,662 pursuant to a Standby Equity Distribution Agreement,
20,833,333 shares of common stock underlying a Secured Convertible
Debenture, and 2,266,667 shares of common stock underlying a
Compensation Debenture issued as a commitment fee pursuant to the
Standby Equity Distribution Agreement.

o Newbridge Securities Corporation, an unaffiliated broker-dealer
retained by Limelight Media in connection with the Standby Equity
Distribution Agreement, which intends to sell up to 52,632 shares of
common stock issued as a placement agent fee.

o Other selling shareholders, who intend to sell up to 21,253,866
shares of our common stock that were previously issued.

Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell to Cornell Capital Partners shares of
our common stock for a total purchase price of $12 million. Cornell Capital
Partners will purchase the shares of common stock for 97% of the lowest closing
bid price of our common stock during the 5 trading days immediately following
notice of our intent to make a draw down under the Standby Equity Distribution
Agreement. Cornell Capital Partners intends to sell any shares purchased under
the Standby Equity Distribution Agreement at the then prevailing market price.

Based on our recent stock price of $0.15, we would have to issue to
Cornell Capital Partners 82,474,227 shares of our common stock in order to draw
down the entire $12 million available to us under the Standby Equity
Distribution Agreement. As of May 3, 2004, we had 63,095,338 shares of common
stock issued and outstanding.

COMMON STOCK OFFERED 58,211,160 shares by selling stockholders

OFFERING PRICE Market price

COMMON STOCK OUTSTANDING BEFORE THE OFFERING 63,095,338 shares

USE OF PROCEEDS We will not receive any proceeds from the shares offered
by the selling stockholders. Any proceeds we receive
from the sale of common stock under the Standby Equity
Distribution Agreement will be used for general
corporate and working capital purposes. See "Use of
Proceeds."

RISK FACTORS The securities offered hereby involve a high degree of
risk and immediate substantial dilution. See "Risk
Factors" and "Dilution."

OVER-THE-COUNTER BULLETIN BOARD SYMBOL LMMG.OB

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following is a summary of our Financial Statements, which are included
elsewhere in this prospectus. You should read the following data together with
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of this prospectus as well as with our Financial Statements
and the notes therewith.

FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 2003 DECEMBER 31, 2002
STATEMENT OF OPERATION DATA: (AUDITED) (AUDITED)
- -------------------------------------------------- --------------------- --------------------

Revenue $ 88,927 $ 32,867

Cost of revenue 47,112 24,131
Gross profit 41,815 8,736
General and administrative expenses
Bad debt 16,863 --
Consulting fees 824,956 1,646,719
Depreciation 27,797 19,236
Other general and administrative expenses 606,003 323,285

Total general and administrative expenses 1,475,619 1,989,240

Loss from operations (1,433,804) (1,980,504)

Other income (Expense) (186,961) (1,160)

Net loss $ (1,620,765) $ (1,981,664)

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

Basic and diluted weighted average
common shares outstanding 32,007,270 23,378,738

Current assets

Cash $ 15,366 $ 2,120
Accounts receivable -- 19,300
Interest receivable -- 4,769
Total current assets $ 15,366 $ 26,189
------------------ -----------------

Fixed assets, net 90,123 113,670
Goodwill -- 36,565
Note receivable -- 86,500
------------------ -----------------
Total assets $ 105,489 $ 262,924
================== =================

Current liabilities
Accounts payable and accrued expenses $ 112,921 $ 153,659
Due to stockholders 283,495 42,555
Convertible loans payable - related parties 52,500 --
Loans payable 94,500 25,000
Convertible loan payable 10,000 --
Other liabilities 111,647 --
------------------ -----------------
Total current liabilities $ 665,063 $ 221,214
------------------ -----------------

Stockholders' deficit

Common stock $ 39,912 $ 28,894
Additional paid-in capital 3,701,710 2,728,265
Accumulated deficit (4,301,196) (2,680,431)
Prepaid expenses -- (35,018)
------------------ -----------------
Total stockholders' deficit $ (559,574) $ 41,700

Total liabilities and stockholders' deficit $ 105,489 $ 262,924
================== =================

RISK FACTORS

WE ARE SUBJECT TO VARIOUS RISKS THAT MAY MATERIALLY HARM OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE DECIDING TO PURCHASE OUR COMMON STOCK. IF ANY OF THESE RISKS OR
UNCERTAINTIES ACTUALLY OCCURS, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING
RESULTS COULD BE MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.

RISKS RELATED TO OUR BUSINESS

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

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

In addition, there is an inverse relationship between the price of our
common stock and the number of shares of common stock, which will be issued
under the Standby Equity Distribution Agreement. Based on our recent stock price
of $0.15, we would have to issue to Cornell Capital Partners 82,474,227 shares
of our common stock in order to draw down the entire $12 million available to us

under the Standby Equity Distribution Agreement. We are registering 13,804,662
shares of our common stock under the Standby Equity Distribution Agreement in
the accompanying registration statement. Based on our recent stock price of
$0.15 and that we are registering 13,804,662 shares of our common stock under
the Standby Equity Distribution Agreement in accompanying registration
statement, we could only draw down $2,008,578 under the Standby Equity
Distribution Agreement. Our Articles of Incorporation currently authorize
Limelight Media to issue 100 million shares and, as of May 3, 2004, we had
63,095,338 shares of common stock issued and outstanding. In the event we desire
to draw down any available amounts remaining under the Standby Equity
Distribution Agreement after we have issued the 13,804,662 shares being
registered in the accompanying registration statement, we will have to file a
new registration statement to cover such additional shares that we would issue
for additional draw downs on the Standby Equity Distribution Agreement. Unless
we obtain profitable operations, it is unlikely that we will be able to secure
additional financing from external sources other than our Standby Equity
Distribution Agreement. Therefore, if we are unable to draw down on our Standby
Equity Distribution Agreement, we may be forced to curtail or cease our business
operations.

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 April 2004 was 102,582 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.

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

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

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

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

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

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

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

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

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

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:

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 28% 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
28% of Limelight's currently issued and outstanding common stock. As a result,
Mr. Lott will have significant influence in matters requiring stockholder
approval, including the election and removal of directors, the approval of
significant corporate transactions, such as any merger, consolidation or sale of
all or substantially all of Limelight's assets, and the control of the
management and affairs of Limelight. Accordingly, such concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of Limelight, impeding a merger, consolidation, takeover or other
business combination involving Limelight or discouraging a potential acquirer
from attempting to obtain control of Limelight.

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

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

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

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

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

CHANGE IN TECHNOLOGY ENVIRONMENT AND ACCESS

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

LACK OF MARKET FOR MEDIA PLACEMENT

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

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

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

RISKS RELATED TO THIS OFFERING

FUTURE SALES BY OUR STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR
ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS

Sales of our common stock in the public market following this offering
could lower the market price of our common stock. Sales may also make it more
difficult for us to sell equity securities or equity-related securities in the
future at a time and price that our management deems acceptable or at all. Some
of our shareholders, including officers and directors are the holders of
"restricted securities". These restricted securities may be resold in the public
market only if registered or pursuant to an exemption from registration. Some of
these shares may be resold under Rule 144. As of May 3, 2004, approximately
32,188,297 shares of our common stock are deemed restricted.

Upon completion of this offering, and assuming all shares registered in
this offering are resold in the public market, there will be an additional
36,904,662 shares of common stock outstanding. All of these shares of common
stock may be immediately resold in the public market upon effectiveness of the
accompanying registration statement.

EXISTING SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
SHARES UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT AND THE CONVERSION OF
CONVERTIBLE DEBENTURES

The sale of shares pursuant to the Standby Equity Distribution Agreement
will have a dilutive impact on our stockholders. At a recent stock price of
$0.15, we would have to issue 82,474,227 shares of common stock to draw down the
entire $12 million available to us under the Standby Equity Distribution
Agreement. We are only registering 13,804,662 shares of our common stock under
the Standby Equity Distribution Agreement in the accompanying registration
statement. These shares would represent approximately 18% of our outstanding
common stock upon issuance.

THE SELLING STOCKHOLDERS INTEND TO SELL THEIR SHARES OF COMMON STOCK IN THE
MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE

The selling stockholders intend to sell in the public market the shares of
common stock being registered in this offering. That means that up to 58,211,160
shares of common stock, the number of shares being registered in this offering
may be sold. Such sales may cause our stock price to decline.

THE SALE OF MATERIAL AMOUNTS OF COMMON STOCK UNDER THE ACCOMPANYING REGISTRATION
STATEMENT COULD ENCOURAGE SHORT SALES BY THIRD PARTIES

The significant downward pressure on our stock price caused by the sale of
a significant number of shares under the Standby Equity Distribution Agreement
could cause our stock price to decline, thus allowing short sellers of our stock
an opportunity to take advantage of any decrease in the value of our stock. The
presence of short sellers in our common stock may further depress the price of
our common stock.

THE PRICE YOU PAY IN THIS OFFERING WILL FLUCTUATE

The price in this offering will fluctuate based on the prevailing market
price of the common stock on the Over-the-Counter Bulletin Board. Accordingly,
the price you pay in this offering may be higher or lower than the prices paid
by other people participating in this offering.

THE ISSUANCE OF SHARES OF COMMON STOCK UNDER THIS OFFERING COULD RESULT IN A
CHANGE OF CONTROL

We are registering 58,211,160 shares of common stock in this offering.
These shares represent approximately 58% of our authorized capital stock and
would upon issuance represent approximately 58% of the then issued and
outstanding common stock and we anticipate all such shares will be sold in this
offering. If all or a significant block of these shares are held by one or more
shareholders working together, then such shareholder or shareholders would have
enough shares to exert significant influence on Limelight Media in an election
of directors.

FORWARD-LOOKING STATEMENTS

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

This prospectus contains forward-looking statements, including 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 and (e) our anticipated needs for working capital. These
statements may be found under "Management's Discussion and Analysis or Plan of
Operations" and "Business," as well as in this prospectus 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 prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.

SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders. A description of each selling stockholder's relationship to
Limelight Media and how each selling stockholder acquired or will acquire the
shares to be sold in this offering is detailed in the information immediately
following this table.

PERCENTAGE OF
OUTSTANDING SHARES TO BE PERCENTAGE OF
SHARES SHARES ACQUIRED UNDER THE SHARES
BENEFICIALLY BENEFICIALLY STANDBY EQUITY SHARES TO BE BENEFICIALLY
OWNED BEFORE OWNED BEFORE DISTRIBUTION SOLD IN THE OWNED AFTER
SELLING STOCKHOLDER OFFERING OFFERING (1) AGREEMENT OFFERING OFFERING(1)
------------------- -------- ------------ --------- -------- -----------

Cornell Capital Partners, L.P. 3,148,457(2) 4.99% 13,804,662(2) 36,904,662 0%
Newbridge Securities Corporation 52,635 * -- 52,632 0%
Jasmine Kertes 333,332 * -- 333,332 0%
Kevin Kertes 333,332 * -- 333,332 0%
Peter Kertes 4,000,333 6.34% -- 4,000,333 0%
Renee Kertes 333,333 * -- 333,333 0%
Michael Lee and Jane Lee 2,533,333 4.02% -- 2,533,333 0%
Neala Lee 283,333 * -- 283,333 0%
Rachel Lee 200,000 * -- 200,000 0%
Victoria Lee 100,000 * -- 100,000 0%
Vintage Filings(3) 350,000 * -- 350,000 0%
Doris Wong 83,334 * -- 83,334 0%
Scott Lyall 177,778 * -- 177,778 0%
Market Traction, LLC(4) 88,539 * -- 88,539 0%
Kirk Krajewski 414,313 * -- 414,313 0%
Dorothy Garrington 135,593 * -- 135,593 0%
John Fraier 195,000 * -- 33,885 *
Richard McCourt 75,330 * -- 75,330 0%
Thadd Brooks 75,758 * -- 75,758 0%
Anthony Guglielmo 52,338 * -- 52,338 0%
Donald Beck 100,000 * -- 100,000 0%
Mama Grantham 100,000 * -- 100,000 0%
Michael Wolf 50,000 * -- 50,000 0%
Daniel Shapiro 50,000 * -- 50,000 0%
Edward Cannuata 83,334 * -- 83,334 0%
Timothy Colton 166,667 * -- 166,667 0%
Julian Lee 200,000 * -- 200,000 0%
Anthony Gentile 100,000 * -- 100,000 0%
Thomas Michel 83,333 * -- 83,333 0%
Nicolas Romano 333,334 * -- 333,334 0%
J. P. Schellenberg 83,333 * -- 83,333 0%
Samuel Tham 83,334 * -- 83,334 0%
Alan Weiner 83,334 * -- 83,334 0%
Warren Wong 166,666 * -- 166,666 0%
Maurice Zylber 166,667 * -- 166,667 0%
Funding Enterprises, Inc.(5) 4,900,000 7.76% 4,900,000 0%
Bottom Line Advisors, Inc.(6) 4,900,000 7.76% 4,900,000 0%
------------- ----------- ------------ ------------- ------
TOTAL 24,616,073 13,804,662 58,211,160 *
============= =========== ============ ============= ======

- -----------------
* Less than 1%.

(1) Applicable percentage of ownership is based on 63,095,338 shares of common
stock outstanding as of May 3, 2004, together with securities exercisable
or convertible into shares of common stock within 60 days of May 3, 2004.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission 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 May
3, 2004 are deemed to be beneficially owned by the person holding such
securities 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.

(2) The 3,148,457 shares of common stock represent: (a) 2,266,667 shares that
represent the approximate number of shares underlying the Compensation
Debenture that may be converted by Cornell Capital Partners, which was
issued as a commitment fee under the Standby Equity Distribution Agreement
and (b) 881,790 shares that represent the approximate number of shares
underlying the Secured Convertible Debentures that may be converted by
Cornell Capital Partners. Please note that the terms of the Secured
Convertible Debentures held by Cornell Capital Partners provide that in no
event shall Cornell Capital Partners be entitled to convert the Secured
Convertible Debentures for a number of shares which, upon giving effect to
the conversion, would cause the aggregate number of shares beneficially
owned by Cornell Capital Partners and its affiliates to exceed 4.99% of
the outstanding shares of Limelight Media following such conversion.
Please note that for the debenture conversions, we are assuming a market
price of (x) $0.15 per share for the Compensation Debenture, and (y) $0.12
(i.e. 80% of $0.15) per share for the Secured Convertible Debentures.
Because the conversion price may fluctuate based on the market price of
our stock, the actual number of shares to be issued upon conversion of the
debentures may be higher or lower. We are registering 23,100,000 shares to
cover such conversions. To the extent that less than 23,100,000 shares are
needed to cover conversions, then the balance of such shares shall be
available to be issued under the Standby Equity Distribution Agreement.

(3) All investment decisions of Vintage Filings are made by Shai Stern, the
President of Vintage Filings.

(4) All investment decisions of Market Traction, LLC are made by George
Arabian, the President of Market Traction, LLC.

(5) All investment decisions of Funding Enterprises, Inc. are made by Earl
Ingarfield, the President of Funding Enterprises, Inc.

(6) All investment decisions of Bottom Line Advisors, Inc. are made by David
L. Norris, the President of Bottom Line Advisors, Inc.

The following information contains a description of the selling
stockholder's relationship to Limelight Media and how the selling stockholder
acquired the shares to be sold in this offering. The selling stockholders have
not held a position or office, or had any other material relationship, with
Limelight Media, except as follows:

SHARES ACQUIRED IN FINANCING TRANSACTION WITH LIMELIGHT MEDIA

o CORNELL CAPITAL PARTNERS, L.P. Cornell Capital Partners is the
investor under the Standby Equity Distribution Agreement and the
holder of convertible debentures. All investment decisions of
Cornell Capital Partners are made by its general partner, Yorkville
Advisors, LLC. Mark Angelo, the managing member of Yorkville
Advisors, makes the investment decisions on behalf of Yorkville
Advisors. Cornell Capital Partners acquired all shares being
registered in this offering in financing transactions with Limelight
Media. That transaction is explained below:

o STANDBY EQUITY DISTRIBUTION AGREEMENT. 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 sell to Cornell
Capital Partners shares of our common stock for a total purchase
price of up to $12 million. For each share of common stock purchased
under the Standby Equity Distribution Agreement, Cornell Capital
Partners will pay Limelight Media 97% of the lowest closing bid
price of our common stock on the Over-the-Counter Bulletin Board or
other principal market on which our common stock is traded for the 5
trading days immediately following the notice date. Further, Cornell
Capital Partners will retain a fee of 5% of each advance under the
Standby Equity Distribution Agreement. In connection with the
Standby Equity Distribution Agreement, Cornell Capital Partners
received a commitment fee in the form of a Compensation Debenture in
the principal amount of $340,000 that is convertible into shares of
our common stock at a price equal to 100% of the lowest closing bid
price for the three trading days immediately preceding the
conversion date.

We are registering 13,804,662 shares in this offering that may be
issued under the Standby Equity Distribution Agreement in addition
to the shares registered in this offering in connection with the
commitment fee under the Standby Equity Distribution Agreement.

o SECURED CONVERTIBLE DEBENTURES. The Secured Convertible Debentures
are convertible at the holder's option any time up to maturity at a
conversion price equal to the lower of (i) 120% of the closing bid
price of the common stock as of the date of issuance, or (ii) 80% of
the average of the lowest daily volume weighted average price of our
common stock for the 5 trading days immediately preceding the
conversion date. At maturity, the remaining unpaid principal and
accrued interest under the debentures shall be, at our option,
either paid or converted into shares of common stock at a conversion
price equal to the lower of (i) 120% of the closing bid price of the
common stock as of the date of issuance or (ii) 80% of the lowest
closing bid price of the common stock for the lowest trading days of
the 5 trading days immediately preceding the conversion date. The
Secured Convertible Debenture is secured by all of Limelight Media's
assets. The Secured Convertible Debentures accrues interest at a
rate of 5% per year and has a term of 3 years. In the event the
Secured Convertible Debentures are redeemed, then Limelight Media
will issue to Cornell Capital Partners a warrant to purchase 50,000
shares for every $100,000 redeemed at an exercise price of 120% of
the closing bid price as of February 17, 2004. Cornell Capital
Partners purchased the Secured Convertible Debentures from Limelight
Media in a private placement on February 17, 2004. Limelight Media
is registering in this offering 20,833,333 shares of common stock
underlying the Secured Convertible Debentures. Limelight Media
received $250,000 from the issuance of a Secured Convertible
Debenture on February 17, 2004 and we will receive $250,000 from the
issuance of a second Secured Convertible Debenture when we file the
accompanying registration statement with the Securities and Exchange
Commission.

THERE ARE CERTAIN RISKS RELATED TO SALES BY CORNELL CAPITAL PARTNERS

There are certain risks related to sales by Cornell Capital Partners,
including:

o The outstanding shares are issued based on discount to the market
rate. As a result, the lower the stock price around the time Cornell
Capital Partners is issued shares, the greater chance that Cornell
Capital Partners gets more shares. This could result in substantial
dilution to the interests of other holders of common stock.

o To the extent Cornell Capital Partners sells its common stock, the
common stock price may decrease due to the additional shares in the
market. This could allow Cornell Capital Partners to sell greater
amounts of common stock, the sales of which would further depress
the stock price.

o The significant downward pressure on the price of the common stock
as Cornell Capital Partners sells material amounts of common stocks
could encourage short sales by Cornell Capital Partners or others.
This could place further downward pressure on the price of the
common stock.

o NEWBRIDGE SECURITIES CORPORATION. Newbridge Securities Corporation
is a registered broker-dealer that we engaged to advise us in
connection with the Standby Equity Distribution Agreement. Guy Amico
makes the investment decisions on behalf of Newbridge Securities
Corporation. We paid Newbridge Securities Corporation a fee of
$10,000 payable in 52,632 shares of our common stock. Limelight
Media is registering these shares in this offering.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered
and sold from time to time by the selling stockholders. There will be no
proceeds to us from the sale of shares of common stock in this offering.
However, we will receive the proceeds from the sale of shares of common stock to
Cornell Capital Partners under the Standby Equity Distribution Agreement. The
purchase price of the shares purchased under the Standby Equity Distribution
Agreement will be equal to 97% of the lowest closing bid price of our common
stock on the Over-the-Counter Bulletin Board for the 5 days immediately
following the notice date. Limelight Media will pay Cornell Capital Partners 5%
of each advance as an additional fee.

Limelight Media is registering 13,804,662 shares of common stock for
issuance under the Standby Equity Distribution Agreement. At a recent price of
$0.15 per share, Limelight Media would receive gross proceeds of $2,008,578.

For illustrative purposes, we have set forth below our intended use of
proceeds for the range of net proceeds indicated below to be received under the
Standby Equity Distribution Agreement. The table assumes estimated offering
expenses of $85,000 plus 5% retainage payable to Cornell Capital Partners.

Gross Proceeds $ 2,000,000 $ 5,000,000 $ 10,000,000 $ 12,000,000
Net Proceeds $ 1,815,000 $ 4,665,000 $ 9,415,000 $ 11,315,000

USE OF PROCEEDS:
Corporate and Working Capital $ 1,815,000 $ 4,665,000 $ 9,415,000 $ 11,315,000
----------- ----------- ----------- ------------

TOTAL $ 1,815,000 $ 4,665,000 $ 9,415,000 $ 11,315,000
=========== =========== ============ ============

DILUTION

The net tangible book value of our Company as of December 31, 2003 was
$(559,574) or $(0.0140) per share of common stock. Net tangible book value per
share is determined by dividing the tangible book value of our Company (total
tangible assets less total liabilities) by the number of outstanding shares of
our common stock. Since this offering is being made solely by the selling
stockholders and none of the proceeds will be paid to our Company, our net
tangible book value will be unaffected by this offering. Our net tangible book
value, however, will be impacted by the common stock to be issued under the
standby equity distribution agreement. The amount of dilution will depend on the
offering price and number of shares to be issued under the standby equity
distribution agreement. The following example shows the dilution to new
investors at an offering price of $0.15 per share, which is in the range of the
recent share price.

If we assume that our Company had issued 80,000,000 shares of common stock
under the Standby Equity Distribution Agreement at an assumed offering price of
$0.15 per share (i.e., the maximum number of shares needed in order to raise a
total of $12 million available under the Standby Equity Distribution Agreement),
less retention fees of $600,000 and offering expenses of $85,000, our net
tangible book value as of December 31, 2003 would have been $10,755,426 or
$0.0897 per share. (Note that at an offering price of $0.15 per share, based on
the number of shares registered in this offering under the Standby Equity
Distribution Agreement, Limelight Media would receive gross proceeds of
$2,008,578). Such an offering would represent an immediate increase in net
tangible book value to existing stockholders of $0.1037 per share and an
immediate dilution to new stockholders of $0.0603 per share. The following table
illustrates the per share dilution:

Assumed public offering price per share $0.15
Net tangible book value per share before this offering $(0.0140)
Increase attributable to new investors $(0.1037
Net tangible book value per share after this offering $0.0897
Dilution per share to new stockholders $0.0603

The offering price of our common stock is based on the then-existing
market price. In order to give prospective investors an idea of the dilution per
share they may experience, we have prepared the following table showing the
dilution per share at various assumed offering prices:

ASSUMED NO. OF SHARES TO BE DILUTION PER SHARE TO
OFFERING PRICE ISSUED (1) NEW INVESTORS
-------------- ---------- -------------
$0.1500 80,000,000 $0.0603
$0.1125 106,666,666 $0.0391
$0.0750 160,000,000 $0.0212
$0.0375 320,000,000 $0.0076

(1) Limelight Media is registering 13,804,662 shares of common stock.

STANDBY EQUITY DISTRIBUTION AGREEMENT

SUMMARY. 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 sell to
Cornell Capital Partners shares of our common stock for a total purchase price
of up to $12 million. For each share of common stock purchased under the Standby
Equity Distribution Agreement, Cornell Capital Partners will pay us 97% of the
lowest closing bid price of our common stock 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 notice date. Cornell Capital Partners is a
private limited partnership whose business operations are conducted through its
general partner, Yorkville Advisors, LLC. Further, Cornell Capital Partners will
retain a fee of 5% of each advance under the Standby Equity Distribution
Agreement. In addition, we engaged Newbridge Securities Corporation, a
registered broker-dealer, to advise us in connection with the Standby Equity
Distribution Agreement. For its services, Newbridge Securities Corporation
received a fee of $10,000 paid in 52,632 shares of our common stock. Limelight
Media is registering 13,804,662 shares of common stock for the Standby Equity
Distribution Agreement pursuant to the accompanying registration statement. The
costs associated with this registration will be borne by us. There are no other
significant closing conditions to draws under the Standby Equity Distribution
Agreement.

STANDBY EQUITY DISTRIBUTION AGREEMENT EXPLAINED. Pursuant to the Standby
Equity Distribution Agreement, we may periodically sell shares of common stock
to Cornell Capital Partners to raise capital to fund our working capital needs.
The periodic sale of shares is known as an advance. We may request an advance
every 7 trading days with a maximum of $170,000 per advance. A closing will be
held 6 trading days after such written notice at which time we will deliver
shares of common stock and Cornell Capital Partners will pay the advance amount.

We may request advances under the Standby Equity Distribution Agreement
once the underlying shares are registered with the Securities and Exchange
Commission. Thereafter, we may continue to request advances until Cornell
Capital Partners has advanced $12 million or 24 months after the effective date
of the accompanying registration statement, whichever occurs first.

The amount of each advance is limited to a maximum draw down of $170,000
every 7 trading days. The amount available under the Standby Equity Distribution
Agreement is not dependent on the price or volume of our common stock. Our
ability to request advances are conditioned upon us registering the shares of
common stock with the Securities and Exchange Commission. In addition, we may
not request advances if the shares to be issued in connection with such advances
would result in Cornell Capital Partners owning more than 9.9% of our
outstanding common stock. We do not have any agreements with Cornell Capital
Partners regarding the distribution of such stock, although Cornell Capital
Partners has indicated that intends to promptly sell any stock received under
the Standby Equity Distribution Agreement.

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. Nonetheless, we can estimate the number of shares of our common stock that
will be issued using certain assumptions. Assuming we issued the number of
shares of common stock being registered in the accompanying registration
statement to be available under the Standby Equity Distribution Agreement, at a
recent price of $0.15 per share, we would issue 13,804,662 shares of common
stock to Cornell Capital Partners for gross proceeds of $2,008,578. These shares
would represent approximately 18% of our outstanding common stock upon issuance.
We are registering 13,804,662 shares of common stock for the sale under the
Standby Equity Distribution Agreement.

You should be aware that there is an inverse relationship between our
stock price and the number of shares to be issued under the Standby Equity
Distribution Agreement. That is, as our stock price declines, we would be
required to issue a greater number of shares under the Standby Equity
Distribution Agreement for a given advance. The issuance of a larger number of
shares under the Standby Equity Distribution Agreement may result in a change of
control. That is, if all or a significant block of such shares are held by one
or more shareholders working together, then such shareholder or shareholders
would have enough shares to assume control of Limelight Media by electing its or
their own directors.

You should also be aware that in order for us to utilize the full $12
million available under the Standby Equity Distribution Agreement after the
conversion of the $500,000 Secured Convertible Debentures and the $340,000
Compensation Debentures, it may be necessary for our shareholders to approve an
increase in our authorized common stock and for us to register additional shares
of common stock. This is currently the case based on the stock price of $0.15 as
of April 29, 2004. Limelight Media is authorized in its Articles of
Incorporation to issue up to 100,000,000 shares of common stock. As of May 3,
2004, Limelight Media had 63,095,338 shares of common stock outstanding.
Limelight Media is registering 13,804,662 shares of common stock hereunder to be
issued under the Standby Equity Distribution Agreement.

Proceeds used under the Standby Equity Distribution Agreement will be used
in the manner set forth in the "Use of Proceeds" section of this prospectus. We
cannot predict the total amount of proceeds to be raised in this transaction
because we have not determined the total amount of the advances we intend to
draw.

We expect to incur expenses of approximately $85,000 in connection with
this registration, consisting primarily of professional fees. In connection with
the Standby Equity Distribution Agreement, we paid Cornell Capital Partners a
one-time commitment fee of in the form of a Compensation Debenture in the
principal amount of $340,000 that is convertible into shares of our common
stock. We also issued $250,000 of Secured Convertible Debentures to Cornell
Capital Partners on February 17, 2004 and will issue an additional $250,000 of
Secured Convertible Debentures to Cornell Capital Partners when we file the
accompanying registration statement with the Securities and Exchange Commission,
terms of which are set forth in page 13. In addition, we issued 52,632 shares of
common stock to Newbridge Securities Corporation, a registered broker-dealer, as
a placement agent fee.

PLAN OF DISTRIBUTION

The selling stockholders have advised us that the sale or distribution of
our common stock owned by the selling stockholders may be effected directly to
purchasers by the selling stockholders or by pledgees, transferees or other
successors in interest, as principals or through one or more underwriters,
brokers, dealers or agents from time to time in one or more transactions (which
may involve crosses or block transactions) (i) on the over-the-counter market or
in any other market on which the price of our shares of common stock are quoted
or (ii) in transactions otherwise than on the over-the-counter market or in any
other market on which the price of our shares of common stock are quoted. Any of
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case as
determined by the selling stockholders or by agreement between the selling
stockholders and underwriters, brokers, dealers or agents, or purchasers. If the
selling stockholders effect such transactions by selling their shares of common
stock to or through underwriters, brokers, dealers or agents, such underwriters,
brokers, dealers or agents may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders or commissions from
purchasers of common stock for whom they may act as agent (which discounts,
concessions or commissions as to particular underwriters, brokers, dealers or
agents may be in excess of those customary in the types of transactions
involved). The selling stockholders and any brokers, dealers or agents that
participate in the distribution of the common stock may be deemed to be
underwriters, and any profit on the sale of common stock by them and any
discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and
commissions under the Securities Act.

Cornell Capital Partners is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with the sale of common stock under the
standby equity distribution agreement. Cornell Capital Partners will pay us 97%
of the lowest closing bid price of our common stock on the Over-the-Counter
Bulletin Board or other principal trading market on which our common stock is
traded for the 5 days immediately following the advance date. In addition,
Cornell Capital Partners will retain 5% of each advance under the Standby Equity
Distribution Agreement. The 3% discount, the 5% retention and the one-time
commitment fee are underwriting discounts. In addition, we engaged Newbridge
Securities Corporation, a registered broker-dealer, to advise us in connection
with the Standby Equity Distribution Agreement. For its services, Newbridge
Securities Corporation received $10, which was paid by the issuance of 52,632
shares of our common stock.

Cornell Capital Partners was formed in February 2000 as a Delaware limited
partnership. Cornell Capital Partners is a domestic hedge fund in the business
of investing in and financing public companies. Cornell Capital Partners does
not intend to make a market in our stock or to otherwise engage in stabilizing
or other transactions intended to help support the stock price. Prospective
investors should take these factors into consideration before purchasing our
common stock.

Under the securities laws of certain states, the shares of common stock
may be sold in such states only through registered or licensed brokers or
dealers. The selling stockholders are advised to ensure that any underwriters,
brokers, dealers or agents effecting transactions on behalf of the selling
stockholders are registered to sell securities in all fifty states. In addition,
in certain states the shares of common stock may not be sold unless the shares
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

We will pay all the expenses incident to the registration, offering and
sale of the shares of common stock to the public hereunder other than
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
have agreed to indemnify Cornell Capital Partners and its controlling persons
against certain liabilities, including liabilities under the Securities Act. We
estimate that the expenses of the offering to be borne by us will be
approximately $85,000. The offering expenses consist of: a SEC registration fee
of $1,400, printing expenses of $2,500, accounting fees of $20,000, legal fees
of $50,000 and miscellaneous expenses of $11,000. We will not receive any
proceeds from the sale of any of the shares of common stock by the selling
stockholders. We will, however, receive proceeds from the sale of common stock
under the Standby Equity Distribution Agreement.

The selling stockholders should be aware that the anti-manipulation
provisions of Regulation M under the Exchange Act will apply to purchases and
sales of shares of common stock by the selling stockholders, and that there are
restrictions on market-making activities by persons engaged in the distribution
of the shares. Under Registration M, the selling stockholders or their agents
may not bid for, purchase, or attempt to induce any person to bid for or
purchase, shares of our common stock while such selling stockholders are
distributing shares covered by this prospectus. Accordingly, except as noted
below, the selling stockholders are not permitted to cover short sales by
purchasing shares while the distribution is taking place. The selling
stockholders are advised that if a particular offer of common stock is to be
made on terms constituting a material change from the information set forth
above with respect to the Plan of Distribution, then, to the extent required, a
post-effective amendment to the accompanying registration statement must be
filed with the Securities and Exchange Commission.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following information should be read in conjunction with the
consolidated financial statements of Limelight Media and the notes thereto
appearing elsewhere in this filing. Statements in this Management's Discussion
and Analysis and elsewhere in this prospectus that are not statements of
historical or current fact constitute "forward-looking statements." For an
overview of the Company please see the section entitled Description of the
Business which follows this section.

OVERVIEW

Limelight Media provides a turn-key solution for business desiring digital
signage systems for information display. Limelight Media continually contacts
high traffic businesses such a movie theaters, malls, restaurants and retail
stores to determine if a digitally managed captive audience networks. We install
all necessary servers and displays for its customers. The system is connected
via broadband internet to our video and content management servers. We provide
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 Media 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, we have executed co-marketing agreements that augment our own sales and
marketing team.

We plan 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 we consider 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 4,301,196 from 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 has not granted any warrants or options to employees for
compensation for the years ended 2003 and 2002, and for the period from April
19, 2001 (Date of Inception of Limelight Media Group, Inc.) through 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.

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
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.

term of 3 years and is secured by all of our assets. At Limelight Media'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 our common
stock 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 our
outstanding shares of common stock. 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 above.

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

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 Media 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 Media is the theater industry.

Limelight Media provides a turn-key solution for businesses desiring
digital signage systems for information display. Limelight Media 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 Media installs all necessary servers and displays for its customers.
The system is connected via broadband internet to Limelight Media video and
content management servers. Limelight Media provides this equipment at no cost
to the location partner. Limelight Media 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 Media 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, we have executed co-marketing agreements that augment its own sales and
marketing team and that enables the company to simultaneously penetrate
additional theaters.

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.

According to Universal McCann, the continued climb is expected through
2004, with total U.S. ad spending projected at $266.4 billion boosted by the
Olympics and election spending, and worldwide spending at $498.3 billion.

ZenithOptimedia offers a more conservative outlook, estimating 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
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 Media 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.

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 Media 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 Media 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 Media 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.

Mandalay has been retained by Limelight Media to assist us 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 Media 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 Media intends to have MPH
Entertainment create proprietary programming for the Limelight Network.

EMPLOYEES

As of December 31, 2003, Limelight Media had five (5) employees. We intend
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.

MANAGEMENT

Our directors, executive officers and key employees as of April 19, 2004,
are as follows:

NAME AGE POSITION
------------- ----- -----------------------------------------------
David V. Lott 47 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 Media 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 Media's affairs.

DAVID LOTT

Mr. Lott has served as President, Chief Executive Officer and a Director
of Limelight Media since September 2001. Mr. Lott has 20 years experience in
business development and management. In addition to his responsibility to
Limelight Media, 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 Media 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 Media 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).

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 Media 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 Media does not have an audit committee nor has it appointed a
financial expert for an audit committee.

SUMMARY COMPENSATION TABLE

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 ($) ($) ($) ($) (#) ($) ($)
- ------------------------------ ------- -------- ------- -------------- ---------- -------------- --------- ------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- ------------------------------ ------- -------- ------- -------------- --------- -------------- --------- ------------

David V Lott(1) 2003 -- -- -- 2,000,000 -- -- --
2002 -- -- -- -- -- -- --
2001 -- -- -- -- -- -- --

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

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

OPTION/SAR GRANTS TABLE

% TOTAL
OPTIONS/SAR'S
NO. OF SECURITIES GRANTED TO
ENDED DECEMBER 31 EMPLOYEES IN YEAR UNDERLYING
OPTIONS/SAR'S 2003 EXERCISE OR BASE PRICE
NAME GRANTED (#) (%) ($ PER SHARE) EXPIRATION DATE
- ------------------------------ ------------------ ----------------- ----------------------- -------------------

David V. Lott -- -- -- --
President and Chief Executive
Officer

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 Media's named
executive officer.

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

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
- ---------------------------- ------------- ---------- --------------- --------------- --------------- ---------------

David V. Lott -- -- -- -- -- --
President and
Chief Executive Officer

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, we 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, we 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, we 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, we 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.

OTHER COMPENSATION

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

DESCRIPTION OF PROPERTY

We lease 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 Media 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,
including computers, net of accumulated depreciation of $48,248.

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

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

Pending in the Circuit Court of Tennessee, is case # CT-006990-03, styled
Terrance Lall, Lester Hall and Heath Wilson vs, Limelight Media Group, Inc,
formerly known as Showintel Networks, Inc, David V. Lott and the David V. Lott
Living Trust, filed December 16, 2003. Mr. Lall, et. al., is alleging breach of
contract against the defendants and seeks (1) an order declaring that the
plaintiffs are not in breach of a stock purchase agreement to purchase 5,000,000
shares of common stock, (2) that the plaintiffs have lawfully exercised their
rights under the stock purchase agreement to withhold the balance of their
investment at this time, (3) that the plaintiffs are entitled to the 5,000,000
shares of common stock and an additional 1,000,000 shares of common stock
pursuant to a consulting agreement, (4) that Mr. Lall holds the proxy to vote
17,000,000 shares of common stock held by David V. Lott and/or the David V. Lott
Living Trust and (50 payment under an employment agreement for the sum of
$15,000 per month plus benefits. According to the complaint, Mr. Lall entered
into a stock purchase agreement, employment agreement and consultant agreement
with the Company on October 27, 2003. According to the agreements, Mr. Lall
entered an agreement to purchase shares in the Company for an investment of
$150,000 with a right for further investments. Additionally, Mr. Lall contends
that he was entitled to an employment and consulting agreement. Mr. Lall attests
that he performed according to the contracts. Limelight is challenging the
lawsuit and intends to vigorously defend against the lawsuit. The Company denies
receiving the funds despite delivering the stock to Mr. Lall according to the
stock purchase agreement. Limelight has filed a defense and counterclaim against
Mr. Lall for damages and failure to perform. The counterclaim seeks damages in
excess of $9000,000.00

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding the beneficial
ownership of all shares of common stock at May 3, 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 63,095,338 common
shares issued and outstanding at May 3, 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 May 3, 2004 as issued and outstanding.
Unless otherwise indicated, each person has sole voting and investment power
over such shares.

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

Common David V. Lott Living Trust 17,407,000 27.6%
1701 Tall Forrest Lane
Collierville TN 38017

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

Common Ron Ricciardi 600,000 *
8000 Centerview Parkway, Suite 115
Memphis, TN 38018

Common Peter Kertes 4,333,665 6.9%
8000 Centerview Parkway, Suite 115
Memphis, TN 38018

Common Funding Enterprises, Inc. 4,900,000 7.76%
2033 Main Street
Sarasota, FL 34236

Common Bottom Line Advisors, Inc. 4,900,000 7.76%
9710 Chipstead Court
Spring, TX 77379

Common All Officers and Directors as a Group (4 individuals) 22,335,665 35.4%

- ---------------
* Represents less than 1%.
(1) Applicable percentage of ownership is based on 63,095,338 shares of common
stock outstanding as of May 3, 2004 together with securities exercisable
or convertible into shares of common stock within 60 days of May 3, 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 May 3, 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.

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 Media 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 January 18, 2002 Limelight Media entered into a management agreement
with several officers of See/Saw Communications, Inc. The agreement provides for
strategic planning and general business services for a period of one year in
consideration of 760,000 shares of Limelight Media's common stock, to include
330,000 shares to Ms. Marna Grantham, the President of See/Saw Communications,
Inc. We have valued this transaction at $494,000 or $0.65 per share, which has
been expensed during the year December 31, 2002.

During the six month period ended June 30, 2002, Mr. David V. Lott, our
President and a Director of Limelight Media'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 we have recorded a stock payable-related party totaling $535,950
for these shares to be issued in the future to Mr. Lott as a replacement. We
have expensed $416,794 for the year ended December 31, 2002 and $119,156 for the
year ended December 31, 2001 for a total accumulated expense of $535,950 as of
December 31, 2002. During November 2002, we issued 600,000 shares of our common
stock to Mr. Lott in satisfaction of the stock payable-related.

During November 2002, we issued 2,000,000 shares of our common stock to
Mr. Lott in satisfaction of due to stockholder totaling $323,303.

On April 16, 2003, we issued 580,000 shares of our common stock to David
V. Lott, our President and a Director, in satisfaction of a $58,000 reduction of
due to stockholder. On the date of issuance, the market price of the common
stock was $0.10.

In May 2003, David V. Lott, our President and a Director, borrowed $40,000
from a third party lender using 296,000 shares of his personal common stock of
Limelight Media as collateral and loaned the $40,000 to Limelight Media. In
August 2003, the lender sold the stock in consideration of interest on the loan
totaling $9,700. On December 12, 2003, Limelight Media issued 296,000 shares of
common stock to Mr. Lott to replace the stock sold by the lender. On the date of
issuance, the market price of the common stock was $0.08. We recorded the
issuance as interest expense totaling $23,680. Further, Mr. Lott 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 Limelight Media, we
increased the loan from Mr. Lott and recorded interest expense totaling $17,238.

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

On August 25, 2003, we issued 1,383,555 shares of our common stock to
David V. Lott, our President and a Director, for services at $0.04 per share. On
the date of issuance, the market price of the common stock was $0.04.

On October 26, 2003, we issued 250,000 shares of our common stock to David
V. Lott, our President and a Director, for services at $0.11 per share. On the
date of issuance, the market price of the common stock was $0.11.

On October 1, 2003, we 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 Limelight
Media'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, we 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 Limelight Media'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, we 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 Limelight Media'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, we 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 Limelight Media'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, we issued 150,000 restricted shares of our common
stock to David V. Lott, our President and a Director, for services at $0.12 per
share. On the date of issuance, the market price of the common stock was $0.12.

On November 14, 2003, we issued 155,000 restricted shares of our common
stock to John Fraier, our Chief Financial Officer, for services at $0.12 per
share. On the date of issuance, the market price of the common stock was $0.12.

On November 14, 2003, we 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 $0.12.

On December 12, 2003, we issued 90,000 restricted shares of our common
stock to John Fraier, our Chief Financial Officer, 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 $0.08.

On December 12, 2003, we issued 150,000 restricted shares of our common
stock to David V. Lott, our President and a Director, for services at $0.08 per
share. On the date of issuance, the market price of the common stock was $0.08.

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

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER 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

In April 2001, we issued 15,000,000 shares of our common stock to Mr.
David V. Lott, our founder and President, for cash consideration totaling
$247,725, or $0.0165 per share.

In April 2001, we issued 3,000,000 shares of our common stock to Mr.
David V. Lott, our founder and President, for past services rendered totaling
$49,500, or $0.0615 per share, which has been recorded as an expense during
2001.

In September 2001, we issued 2,431,000 shares of our common stock for the
acquisition of all the outstanding capital stock of Showintel Network, Inc. We
recorded an expense of $2,431 during 2001 as a result of this transaction.

In October 2001, we 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 our common stock valued at
$432,000. We 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%. We believe 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 our common stock.

$103,950. We 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%. We believe that 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 our common stock.

In November 2001, we 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 our common stock with
a weighted average exercise price of $1.00. We have valued this transaction at
$350,000.

On January 18, 2002, we entered into a management consulting agreement
with several officers of See/Saw Communications, Inc. The agreement provides for
strategic planning and general business services for a period of one year in
consideration of 760,000 shares of Limelight Media's common stock, to include
330,000 shares to Ms. Marna Grantham, the President of See/Saw Communications,
Inc. We have 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, we issued 760,000 shares of our common stock to
various individuals of See/Saw Communications, Inc.

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

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

During the six-month period ended June 30, 2002, Mr. David V. Lott, our
President and a Director, had given 600,000 shares of Limelight Media'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 was $0.65 per share, which we have recorded a stock payable-related
party totaling $535,950 for these shares to be issued in the future to Mr. Lott
as a replacement. We have expensed $416,794 for the year ended December 31, 2002
and $119,156 for the year ended December 31, 2001, for a total accumulated
expense of $535,950 as of December 31, 2002. During November 2002, we issued
600,000 shares of our common stock to Mr. David V. Lott, our President and a
Director, in satisfaction of the stock payable-related.

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

In July 2002, we issued 150,000 shares of our common stock for cash at
$0.10 per share.

In July 2002, we issued 2,000,000 shares of our common stock for cash at
$0.10 per share, net of offering cost of $20,000, through a Common Stock
Purchase Agreement. Pursuant to the 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 Limelight
Media 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.
Mr. David V. Lott, our President and Director, has personally guarantee the
provisions of the put right within the agreement in the event the stock value is
less than the required purchase price.

In August and September 2002, we issued 1,100,000 shares of our common
stock to various consultants for consulting expense valued at $85,000.

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

In September 2002, we 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 our common stock and warrants to purchase 200,000 shares of
common stock with a weighted average exercise price of $0.75. We have valued
this transaction at $25,000. We have issued both the shares of common stock and
warrants as of December 31, 2002. We have recorded expenses for $17,709 and
$7,291 for the years ended December 31, 2003 and 2002, respectively.

In September 2002, we 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 our common stock and warrants to purchase
300,000 shares of common stock with a weighted average exercise price of $0.75.
We have valued this transaction at $25,000. We have issued both the shares of
common stock and warrants as of September 30, 2002. We have recorded expenses
for $17,309 and $7,691 for the years ended December 31, 2003 and 2002,
respectively.

In November 2002, we issued 500,000 shares of our common stock for the
acquisition of Uniguest of Tennessee, Inc.

In November 2002, we issued 600,000 shares or our common stock to Mr.
David V. Lott, our President and Director, in satisfaction of stock
payable-related party totaling $535,950.

In November 2002, David V. Lott returned 362,000 shares of common stock to
Limelight Media, which we cancelled.

During November 2002, we issued 2,000,000 shares of our common stock to
Mr. David V. Lott, our President and a Director, in satisfaction of due to
stockholders totaling $323,303.

On November 7, 2001, we issued warrants to a consultant to purchase
1,000,000 shares of our common stock at an exercise price of $0.50 and $1.50,
respectively. These warrants were exercisable upon issuance and expire November
12, 2004.

On February 13, 2003, 177,000 shares were issued, at a price of $0.11 per
share, to Market Pathways, a market development and research company, pursuant
to Section 4(2) 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 30, 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 $0.10 per share.

On March 30, 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 $0.10 per share.

On April 16, 2003, Limelight Media issued 580,000 shares of our common
stock, at a price of $0.10 per share, in satisfaction of a $58,000 reduction due
to David V. 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 $0.10 per share.

On August 10, 2003, Limelight Media 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 a Board of Directors' Resolution of August 1, 2003, Limelight
Media agreed to issue up to 5 million shares to David V. Lott, our President and
a Director, for services rendered, at an average price of $0.07 per share. Mr.
Lott has accepted no compensation and has continually financed Limelight Media
since its inception out of personal funds. The Board of Directors has agreed to
the additional shares to Mr. Lott in consideration of his support of Limelight
Media. As of this filing, Limelight has issued 2,813,555 to Mr. Lott.

On December 12, 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 Media.

As a matter of clarification, Limelight Media 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.

DESCRIPTION OF SECURITIES

GENERAL

Limelight Media Media's authorized capital consists of 100,000,000 shares
of common stock, par value $0.001 per share. As of May 3, 2004, there were
63,095,338 outstanding shares of common stock and no outstanding shares of
preferred stock. Set forth below is a summary description of certain provisions
relating to Limelight Media Media's capital stock contained in its Articles of
Incorporation and By-Laws and under the Nevada Revised Statutes. The summary is
qualified in its entirety by reference to Limelight Media Media's Articles of
Incorporation and By-Laws and applicable Nevada law.

COMMON STOCK

Our Articles of Incorporation authorize the issuance of 100,000,000 shares
of common stock, $0.001 par value per share. As of May 3, 2004, 63,095,338
shares of common stock were issued and outstanding. The following description is
a summary of the capital stock of Limelight Media and contains the materials
terms of the capital stock. Additional information can be found in Limelight
Media's Articles of Incorporation and Bylaws.

Each holder of our common stock is entitled to one vote per share of
common stock standing in such holder's name on our records on each matter
submitted to a vote of our stockholders, except as otherwise required by law.
Holders of our common stock do not have cumulative voting rights so that the
holders of more than 50% of the combined shares of our common stock voting for
the election of directors may elect all of the directors if they choose to do so
and, in that event, the holders of the remaining shares of our common stock will
not be able to elect any members to our Board of Directors. Holders of our
common stock are entitled to equal dividends and distributions, per share, when,
as and if declared by our Board of Directors from funds legally available.
Holders of our common stock do not have preemptive rights to subscribe for any
of our securities nor are any shares of our common stock redeemable or
convertible into any of our other securities. If we liquidate, dissolve or wind
up our business or affairs, our assets will be divided up pro-rata on a
share-for-share basis among the holders of our common stock after creditors and
preferred shareholders, if any, are paid.

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 and is secured by all of our assets. At Limelight Media'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 our common
stock 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 our
outstanding shares of common stock. 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 above.

CONVERTIBLE DEBENTURES

WARRANTS

As of May 3, 2004, we have total warrants outstanding to purchase
1,000,000 shares of our common stock. Warrants to purchase 500,000 shares of our
common stock at zero dollars expire on November 12, 2004. Warrants to purchase
500,000 shares of our common stock at $1.50 per share expire on November 12,
2004.

CONVERTIBLE NOTES

As of May 3, 2004, we have outstanding convertible notes in the principal
amount of $95,400. Of this amount, $75,400 of the convertible notes accrue
interest at 12% per annum and $20,000 of the convertible notes accrue interest
at 9% per annum. All of the convertible notes are convertible into shares of our
common stock at a conversion price that is equal to 75% of the average closing
bid price of our common stock over the preceding 5 business days.

TRANSFER AGENT

The transfer agent for our common stock is First American Stock Transfer,
Inc., 1717 East Bell Road, Suite 2, Phoenix, Arizona 85022 and its telephone
number is (602) 485-1346.

LIMITATION OF LIABILITY: INDEMNIFICATION

Under Nevada Revised Statutes Section 78.7502 and 78.751, our articles of
incorporation and bylaws provide us with the power to indemnify any of our
directors and officers. The director or officer must have conducted
himself/herself in good faith and reasonably believe that his/her conduct was
in, or not opposed to our best interests. In a criminal action the director,
officer, employee or agent must not have had a reasonable cause to believe
his/her conduct was unlawful.

Advances for expenses may be made if the director or officer affirms in
writing that he/she believes he/she has met the standards and that he/she will
personally repay the expense if it is determined such officer or director did
not meet the standards.

We will not indemnify a director or officer adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative action is
limited to reasonable expenses incurred in connection with the proceeding.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Limelight Media pursuant to the foregoing, or otherwise, Limelight Media has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF NEVADA STATE LAW

We may be or in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and it does business in Nevada or through an affiliated corporation.

The law focuses on the acquisition of a "controlling interest" which means
the ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors: (i) one-fifth or
more but less than one-third, (ii) one-third or more but less than a majority,
or (iii) a majority or more. The ability to exercise such voting power may be
direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and
those acting in association with it, obtains only such voting rights in the
control shares as are conferred by a resolution of the stockholders of the
corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once
by the other stockholders. Thus, there is no authority to strip voting rights
from the control shares of an acquiring person once those rights have been
approved. If the stockholders do not grant voting rights to the control shares
acquired by an acquiring person, those shares do not become permanent non-voting
shares. The acquiring person is free to sell its shares to others. If the buyers
of those shares themselves do not acquire a controlling interest, their shares
do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person
has acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

Nevada's control share law may have the effect of discouraging takeovers
of the corporation.

In addition to the control share law, Nevada has a business combination
law which prohibits certain business combinations between Nevada corporations
and "interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder" unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten

percent or more of the voting power of the then outstanding shares of the
corporation. The definition of the term "business combination" is sufficiently
broad to cover virtually any kind of transaction that would allow a potential
acquiror to use the corporation's assets to finance the acquisition or otherwise
to benefit its own interests rather than the interests of the corporation and
its other stockholders.

The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

EXPERTS

The consolidated financial statements as of and for the years ended
December 31, 2002 and 2001 included in the Prospectus have been audited by LL
Bradford & Company, LLC independent certified public accountants, to the extent
and for the periods set forth in their report (which contains an explanatory
paragraph regarding Limelight Media Media's ability to continue as a going
concern) appearing elsewhere herein and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting.

LEGAL MATTERS

___________________________________, will pass upon the validity of the
shares of common stock offered hereby for us.

HOW TO GET MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

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

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

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

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

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

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
----------------- ----------------- -------------------

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
============ ============ ============

See Accompanying Notes to Financial Statements

F-3

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

Common stock
-------------------------------- Prepaid
Number Additional Consulting
of Shares Amount Paid-in capital Services
--------------- --------------- -------------------- -----------

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 (291,666)

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

Balance, December 31, 2001 20,431,000 20,431 629,225 (291,666)

Issuance of common stock to related party for prepaid
consulting services at $0.65 per share 760,000 760 493,240 (494,000)

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 (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)

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 (25,000)

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

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 -- -- -- --
----------- ----------- ----------- -----------
Balance, December 31, 2002 28,894,000 28,894 2,728,265 (35,018)

Total
Accumulated Stockholders'
Deficit Deficit
--------------- --------------

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 -- 58,334

Net loss (698,767) (698,767)
----------- -----------

Balance, December 31, 2001 (698,767) (340,777)

Issuance of common stock to related party for prepaid
consulting services at $0.65 per share -- --

Issuances of common stock to various consultants with a
weighted average exercise price of $0.08 per share -- --

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)

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 -- --

Expensed portion of prepaid consulting services -- 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)
----------- -----------
Balance, December 31, 2002 (2,680,431) 41,710

See Accompanying Notes to Financial Statements

F-4

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

Common stock
----------------------------
Number Additional
of Shares Amount Paid-in capital
------------ ------------ ---------------

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 1,250,000 1,250 97,970
per share

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
=========== =========== ===========

Prepaid Total
Consulting Accumulated Stockholders'
Services Deficit Deficit
------------- ------------- -------------

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 -- -- 99,220
per share

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)
=========== =========== ===========

See Accompanying Notes to Financial Statements

F-5

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

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

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 $ -- $ -- $ --
=========== =========== ===========

See Accompanying Notes to Financial Statements

F-6

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

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

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
======== ========= ========

See Accompanying Notes to Financial Statements

F-7

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 $6,450,000 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

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

F-9

during the applicable period. Diluted earnings per share is 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

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.

F-11

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

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:

Limelight UniGuest of Limelight
Media Group, Inc. Tennessee, Inc. Pro Forma Media Group, Inc.
(Pro forma) (Pro Forma) Adjustments (as reported)
----------------- --------------- ------------ -----------------

Revenues $ 1,762 $ 87,165 $ -- $ 88,927
Expenses 1,471,616 51,115 -- 1,522,731
------------ ------------ ------------ ------------

Income (loss) from operations (1,469,854) 36,050 -- (1,433,804)
Other income (expense) (137,483) 191 (49,669) (186,961) (a)
------------ ------------ ------------ ------------

Income (loss) before provision
for income taxes (1,607,337) 36,241 (49,669) (1,620,765)
------------ ------------ ------------ ------------

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

Net income (loss) $ (1,607,337) $ 36,241 $ (49,669) $ (1,620,765)
============ ============ ============ ============

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

Basic and diluted weighted
common shares outstanding 31,592,202 32,007,270
============ ============

(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:

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) $ -- $ (1,981,664)
============ ============ ============ ============

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

Basic and diluted weighted
common shares outstanding 23,314,353 23,378,738
============ ============

F-13

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

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

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 shares of its common stock to the
President and majority stockholder of the Company in satisfaction of amounts due
to such stockholder totaling $323,303.

F-16

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

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

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

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

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:

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
- ---------------- ------------------ -------------- -------------- -----------

-- Equals $ -- $ -- $ --
300,000 Exceeds $ 0.15 $ 0.15 $ 0.05
-- Less Than $ -- $ -- $ --
- ---------------- ------------------ -------------- -------------- -----------

300,000 $ 0.15 $ 0.15 $ 0.05
================ ================== ============== ============== ===========

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

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

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, LLP ("Cornell"). The Distribution Agreement entitles
the Company to draw funds up to $12,000,000 from issuance of its common stock
for an amount equal to 97% of the lowest closing bid price on the
Over-the-Counter Bulletin Board or other principal market 5 days immediately
following the advance notice date, expiring February 2006, subject to certain
terms and conditions. Cornell Capital Partners will retain 5% of each advance
under the Distribution Agreement. Additionally, the Distribution Agreement
requires the Company to pay Cornell a commitment fee in the amount of $340,000
to be paid by the issuance of a Convertible Fee Debenture, as discussed 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. In addition, the
Company issued 52,632 shares of common stock to Newbridge Securities Corporation
as a placement agent fee in connection with the Standby Equity Distribution
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 $340,000. The balance is unsecured, bears an
interest rate of 5.0%, with principal and interest to automatically convert into
the Company's common stock in February 2007. Additionally, Cornell is entitled
to convert all or part of the principal and interest balance of the Debenture
into the Company's common stock equal to the lowest closing bid price for the
three trading days immediately preceding the conversion date.

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

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO PROVIDE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS ABOUT LIMELIGHT MEDIA GROUP, INC. EXCEPT
THE INFORMATION OR REPRESENTATIONS CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT
RELY ON ANY ADDITIONAL INFORMATION OR REPRESENTATIONS IF MADE.

-----------------------

This prospectus does not constitute an offer to sell, or a ----------------------
solicitation of an offer to buy any securities:
PROSPECTUS
[ ] except the common stock offered by this
prospectus; ---------------------

[ ] in any jurisdiction in which the offer or
solicitation is not authorized;
58,211,160
[ ] in any jurisdiction where the dealer or other SHARES OF COMMON STOCK
salesperson is not qualified to make the offer or
solicitation;

[ ] to any person to whom it is unlawful to make the LIMELIGHT MEDIA GROUP, INC.
offer or solicitation; or

[ ] to any person who is not a United States resident
or who is outside the jurisdiction of the United
States.

The delivery of this prospectus or any accompanying sale ______________, 2004
does not imply that:

[ ] there have been no changes in the affairs of
Limelight Media Group, Inc. after the date of
this prospectus; or

[ ] the information contained in this prospectus is
correct after the date of this prospectus.

-----------------------

Until _________, 2004, all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth estimated expenses expected to be incurred
in connection with the issuance and distribution of the securities being
registered. Limelight Media will pay all expenses in connection with this
offering.

Securities and Exchange Commission Registration Fee $ 1,100
Printing and Engraving Expenses $ 2,500
Accounting Fees and Expenses $ 20,000
Legal Fees and Expenses $ 50,000
Miscellaneous $ 11,300
-----------

TOTAL $ 85,000
===========

RECENT SALES OF UNREGISTERED SECURITIES

In April 2001, we issued 15,000,000 shares of our common stock to Mr.
David V. Lott, our founder and President, for cash consideration totaling
$247,725, or $0.0165 per share.

In April 2001, we issued 3,000,000 shares of our common stock to Mr. David
V. Lott, our founder and President, for past services rendered totaling $49,500,
or $0.0615 per share, which has been recorded as an expense during 2001.

In November 2001, we 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 our common stock valued at
$103,950. We 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%. We believe that 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 our common stock.

On January 18, 2002, we entered into a management consulting agreement
with several officers of See/Saw Communications, Inc.

II-1

The agreement provides for strategic planning and general business
services for a period of one year in consideration of 760,000 shares of
Limelight Media's common stock, to include 330,000 shares to Ms. Marna Grantham,
the President of See/Saw Communications, Inc. We have 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, we issued 760,000 shares of our common stock to
various individuals of See/Saw Communications, Inc.

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

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

In July 2002, we issued 150,000 shares of our common stock for cash at
$0.10 per share.

In August and September 2002, we issued 1,100,000 shares of our common
stock to various consultants for consulting expense valued at $85,000.

In September 2002, we 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 our common stock and warrants to purchase 200,000 shares of
common stock with a weighted average exercise price of $0.75. We have valued
this transaction at $25,000. We have issued both the shares of common stock and
warrants as of December 31, 2003 and 2002, respectively. We have recorded
expenses for $17,709 and $7,291 for the years ended December 31, 2003 and 2002,
respectively.

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In November 2002, we issued 500,000 shares of our common stock for the
acquisition of Uniguest of Tennessee, Inc.

In November 2002, we issued 600,000 shares or our common stock to Mr.
David V. Lott, our President and Director, in satisfaction of stock
payable-related party totaling $535,950.

In November 2002, we returned 362,000 shares of common stock to Limelight
Media, which we cancelled.

During November 2002, we issued 2,000,000 shares of our common stock to
Mr. David V. Lott, our President and a Director, in satisfaction of due to
stockholders totaling $323,303.

On December 12, 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 Media.

II-3

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.

EXHIBITS

EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ------------------------- ----------------------------------------------

2.1 Plan of Acquisition Incorporated by reference to Exhibit 2.1 to
Company's Registration Statement on Form 8K as
filed on July 21, 2000 and provided herewith

3.1 Articles of Incorporation Incorporated by reference to Company's
Registration Statement on Form 10SBG as filed
January 25, 2000 and provided herewith

3.2 By-laws Incorporated by reference to Exhibit 3.4 to
Company's Registration Statement on Form 8K as
filed on July 21, 2000 and provided herewith

5.1 Opinion re: legality To be filed by amendment

10.1 Stock Purchase Agreement, Provided herewith
dated February 17, 2004 by
and between Limelight Media
and Cornell Capital Partners,
L.P.

10.2 Investor Registration Rights Provided herewith
Agreement, dated February 17,
2004 by and between Limelight
Media and Cornell Capital
Partners, L.P.

10.3 Security Agreement, dated Provided herewith
February 17, 2004 by and
between Limelight Media and
Cornell Capital Partners, L.P.

10.4 Irrevocable Transfer Agent Provided herewith
Instructions, dated February
17, 2004 by and among Limelight
Media, Cornell Capital Partners,
L.P. and First American Stock
Transfer

10.5 Escrow Agreement, dated February Provided herewith
17, 2004 by and among Limelight
Media, Cornell Capital Partners,
L.P. and Butler Gonzalez, LP

10.6 Form of Secured Convertible Provided herewith
Debenture

10.7 Form of Warrant Provided herewith

10.8 Standby Equity Distribution Provided herewith
Agreement, dated February
17, 2004 by and between
Limelight Media and Cornell
Capital Partners, L.P.

10.9 Registration Rights Agreement, Provided herewith
dated February 17, 2004 by and
between Limelight Media and
Cornell Capital Partners, L.P.

10.10 Escrow Agreement, dated February Provided herewith
17, 2004 by and among Limelight
Media, Cornell Capital Partners,
L.P. and Butler Gonzalez, LP

10.11 Placement Agent Agreement, Provided herewith
dated February 17, 2004, by
and among Limelight Media,
Cornell Capital Partners,
L.P. and Newbridge Securities
Corporation

10.12 Irrevocable Transfer Agent Provided herewith
Instructions, dated February
17, 2004 by and among Limelight
Media, Cornell Capital Partners,
L.P. and First American Stock
Transfer

10.13 Corporation Debenture, dated Provided herewith
February 17, 2004

23.1 Opinion of L.L. Bradford & Provided herewith
Company, LLC

II-4

UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Sections 10(a)(3) of
the Securities Act of 1933 (the "ACT"); ---

(ii) Reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

(iii) Include any additional or changed material information
on the plan of distribution;

(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-5

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, on May 4th, 2004.

LIMELIGHT MEDIA GROUP, INC.

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

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

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE

/s/ David V. Lott
- -----------------------------
David V. Lott Director, President and Chief Executive Officer May 4, 2004

/s/ John Fraier
- -----------------------------
John Fraier Chief Financial Officer and Principal Accounting Officer May 4, 2004

/s/ Ronald Ricciardi
- -----------------------------
Ronald Ricciardi Director May 4, 2004

/s/ Peter Kertes
- -----------------------------
Peter Kertes Director May 4, 2004

II-6