SecProbe.io

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      October 25, 2005

Mail Stop 4561

David Lott
Chief Executive Officer
Limelight Media Group, Inc.
1300 North Northlake Way
Seattle, WA 98103

      Re:	Limelight Media Group, Inc.
Schedule 14C
File No. 0-29107
October 5, 2005

Dear Mr. Lott:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
make changes in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable.
Please be as detailed as necessary in your explanation.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
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.

General

1. On page 11 of your Schedule 14C information statement you
incorporate by reference your annual report for the period ending
December 31, 2004, filed April 15, 2005 on Form 10-KSB.  This
report
is currently under review.  Please note that you may not file your
definitive information statement until you have resolved all
comments
outstanding on your annual report.

2. From page 5 of your information statement, we note that you
intend
to effect a 20 for 1 reverse stock split.  From page 6, we note
that
this will result in an increase in your available share capital
from
1,621,506 to 87,581,075 shares.  From page 7 of your quarterly
report
for the period ending June 30, 2005, filed September 1, 2005 on
Form
10-QSB, it appears that you have not yet satisfied obligations
under
your merger agreement with Impart, Inc. and may still have to
issue
more than 15 million shares of common stock to Impart
shareholders.
Please tell us how you expect to meet your remaining share
commitment.  To the extent you intend to rely on the effective
increase in share capital as a result of your reverse split,
please
provide the information required by Items 13 and 14 of Schedule
14A.
Refer to Note A to Schedule 14A.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      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 filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Geoffrey Ossias at 202-551-3404 or me at
202-
551-3780 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc: 	Edward Normandin (via facsimile, 212-326-0806)
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David Lott
Limelight Media Group, Inc.
October 25, 2005
Page 1

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