SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c) of the Securities Exchange
Act of 1934
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, for use of the Commission Only (as permitted by Rule
14c-d(d)(2))
|_| Definitive Information Statement
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LIMELIGHT MEDIA GROUP, INC
(Name of Registrant As Specified In Its Charter)
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|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Aggregate number of securities to which transaction applies: N/A
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to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined) : N/A
3) Proposed maximum aggregate value of transaction: N/A 1)
4) Total fee paid: N/A
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid: $0
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LIMELIGHT MEDIA GROUP, INC.
8000 Centerview Parkway, Suite 115
Cordova, TN 38018
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INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY STATEMENT AND
YOU ARE REQUESTED NOT TO SEND A PROXY
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Approximate date of Mailing of this Information Statement: ___Nov 29,
2004___________
TO ALL STOCKHOLDERS:
NOTICE is hereby given that the Company will take the following actions
pursuant to Written Consent of the Majority Shareholders of Showintel Networks,
Inc.:
1. To increase the authorization limit to 250,000,000 shares of common stock
from the current limit of 100,000,000 shares
2. To approve the members of the Board of Directors as follows: a. David V.
Loot b. Philip A. Worack
The Board of Directors has fixed the close of business on Dec 10, 2004,
2003 as the Record Date for determining the Shareholders entitled to Notice of
the foregoing.
The costs of preparing, printing, and mailing this Information Statement
will be borne by the Company.
THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
/s/ David V. Lott
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David V. Lott
Its: Secretary
Date: Nov 29, 2004
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INTRODUCTION
This Information Statement is being furnished by the Board of Directors of
Limelight Media Group, Inc. (the "Company"), to stockholders in connection with
actions taken by certain Shareholders by Consent Without Meeting pursuant to
Nevada Revised Statutes 78.320(2) and 78.207. The Board of Directors have
adopted a resolution to amend the Articles of Incorporation to increase the
authorization limit on common stock from 100 million to 250 million shares. The
Board believes the increase in necessary to meet obligations by the company and
allow sufficient shares in the authorization limit for the company to operate.
Currently all shares available to the company are obligated under various
agreements.
DISSENTER'S RIGHTS
The Nevada Revised Statutes does not provide for dissenter's rights in
connection with these actions taken.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, nominee for election as an executive officer or any
other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the proposed amendments which is not shared by all
other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the Record Date, the Company's authorized capitalization consisted
of 100,000,000 shares of stock, par value $.001. As of the Record Date, there
were 100,000,000 shares of Common Stock issued and outstanding, all of which
were entitled to vote, and 0 shares of preferred stock outstanding. Each share
of Common stock entitles its holder to one vote on each matter submitted to the
Shareholder.
The following table sets forth, as of the Record Date, the number of
shares of Common Stock of the Company owned by (i) each person who is known by
the Company to own of record or beneficially five percent (5%) or more of the
Company's outstanding shares, (ii) each director of the Company, (iii) each of
the executive officers, and (iv) all directors and executive officers of the
Company as a group. Unless otherwise indicated, each of the Shareholders has
sole voting and investment power with respect to the shares beneficially owned.
Name and Address Number of Shares of Common Stock Percentage of
of Beneficial Owner Beneficially Owned Class
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David V. Lott Living 13,139,390 13.1%
Trust. (Officer/Director)
1701 Tall Forrest Lane
Collierville TN 38017
Phil A. Worack 740,000 .7%
5245 S. Danube
Centennial, CO 80015
Officers and Directors 13,879,390 13.8%
As a Group
5% Owner
Peter G. Kertes 5,000,000 5.0%
16400 NE 31 Ave
No. Miami Beach, FL 33160
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ADDITIONAL INFORMATION
Additional information concerning the Company, including all reports filed
with the Securities and Exchange Commission, may be accessed through the
Securities and Exchange Commission's EDGAR archives at www.sec.gov.
By Order of the Board of Directors
/s/ David V. Lott
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David V. Lott, Director