SecProbe.io

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May 5, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (901) 757-1497

Mr. David V. Lott
Chief Executive Officer and Chief Financial Officer
Limelight Media Group, Inc.
8000 Centerview Parkway
Suite 115
Memphis, TN  38018

Re:	Limelight Media Group, Inc.
Form 10-KSB for the year ended December 31, 2004
File No. 000-29107

Dear Mr. Lott:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Financial Statements and Notes

Note 1, Description of Business, History and Summary of
Significant
Accounting Policies,
page F-10

1. Please advise us of, and disclose in future filings, your
accounting policy with respect to shares issued to non-employees
for
services since this represents a significant part of financing
your
operations.  In your response, tell us how your accounting policy
complies with EITF 96-18.  Also, are the shares fully vested and
non-
forfeitable on the date you enter into an agreement with your
consultant or contractor.

Note 15, Consulting Services, page F-22

2. We note that the shares issued pursuant to your February 2004
Stock Purchase Agreement were subject to adjustment based on the
closing bid price of your common stock during the thirty days
following an effective registration statement.  Since it appears
that
the price of your common stock fell below the $0.50 per share
price
during the thirty days following the effectiveness of your
registration statement, please tell us whether you issued
additional
shares pursuant to this agreement and how you accounted for such
shares.

Note 16, Stockholders` Deficit, page F-22

3. We note that at times you issue shares of common stock for cash
at
prices significantly lower than the fair market value of common
stock
quoted on the OTC Bulletin Board.  Please tell us whether any of
these shares are issued to officers or employees of the Company.
Also, please explain the difference between the price per share
negotiated with these investors and the price quoted on the OTC
Bulletin Board during the same period.

*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

							Sincerely,

Steven Jacobs
      Accounting Branch Chief

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Limelight Media Group, Inc.
May 5, 2005
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