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CORRESP
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      Limelight Media Group Inc Corresp 10-03-2005

    Limelight
      Media Group, Inc.

    1300
      North Northlake Way

    Seattle,
      WA 98103-8919

    800-544-3343

    October
      3, 2005

    Mr.
      Steven Jacobs

    Accounting
      Branch Chief

    Securities
      and Exchange Commission

    Washington,
      DC 20549

              Re:

              Limelight
                Media Group, Inc.

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

              File
                No. 000-29107

    Dear
      Mr.
      Jacobs:

    We
      have
      received the Staff’s letter dated May 5, 2005. In connection with
      our
      Annual
      Report on Form 10-KSB for the fiscal year ended December 31, 2004 (the “Annual
      Report”), we hereby file by EDGAR transmission this letter containing our
      responses to the Staff letter’s furnishing the comments of the Securities and
      Exchange Commission (the “Commission”) on the Annual Report.

    The
      numbered responses below correspond to the numbered paragraphs of the Staff’s
      letter. Capitalized terms not otherwise defined in this letter have the meanings
      ascribed to them in the Annual Report.

    Responses

    1.
      As indicated in the section titled “Stock-based Compensation” under note 1 to
      our financial statements included in the Annual Report, shares of our common
      stock issued as compensation for services are valued using the market price
      of
      the stock on the date of the related services agreement. We feel this is
      consistent with Issue 1 of EITF 96-18 which states “Equity instruments issued or
      granted for services to non-employees are measured at the fair value of the
      shares as of the earlier of 1) The date at which a commitment for performance
      by
      the counterparty to earn the equity instruments is reached or 2) The date at
      which the counterparty’s performance is complete.”

    We
      also
      recognize that EITF 96-18 draws the consensus that the fair value of the equity
      instrument would be recognized in the same period(s) and in the same manner
      (that is, capitalize versus expense) as if the enterprise had paid cash for
      the
      goods or services. Under such circumstances where stock is issued for future
      services, we would recognize prepaid services recorded as a contra equity line
      item in the balance sheet. That item would be amortized in accordance with
      the
      terms of the related agreement. Please be advised, however, that no such prepaid
      services existed as of December 31, 2004, and that all stock issued was issued
      for services performed. Additionally, all shares of our common stock issued
      in
      exchange for services are fully vested and non-forfeitable at time of
      issuance.

    We
      recognize, with respect to your comment, the need to add more discussion to
      the
      Stock-based Compensation note as discussed in the preceding paragraphs and
      will
      do so in the financial statements included in our Quarterly Report on Form
      10-QSB for the period ended September 30, 2005.

    2.
       We issued a total of 3,125,000 additional shares of our common stock in
      January 2005 to the parties involved in the 2004 stock purchase agreement as
      a
      result of the adjustment mechanism set forth in such agreement. In connection
      with such issuances, for the year ended December 31, 2004, , we accrued a
      liability of $100,000, included in “Due to Related Parties” on our balance
      sheet, and incurred an expense of $100,000, included in “Consulting Fees” on our
      balance sheet. Such issuances were disclosed in the sections titled
“Management’s Discussion and Analysis or Plan of Operation” and “Security
      Ownership of Certain Beneficial Owners and Management”. Further, we discussed
      the related party transactions generally in Note 5 and item 4 of Note 19
      (Subsequent Events) to our financial statements included in the Annual
      Report.

    3.
      None of the shares sold for cash were issued to officers and employees of our
      company. The shares were sold at a negotiated purchase price per share that
      we
      believe represented the “fair value” of such shares at the time of issuance. In
      determining the “fair value”, we considered the following factors:

              ·

              the
                market price of the freely-tradable, unrestricted shares of our common
                stock on the date of each issuance;

              ·

              the
                issued shares were “restricted securities,” as defined in the Securities
                Act of 1933, and could not be offered and sold in the public markets
                for a
                period of at least one year;

              ·

              the
                trading market for our common stock has been volatile and is subject
                to
                wide swings; and

              ·

              an
                investment in our common stock is speculative and involves significant
                risk

    We
      acknowledge that (i) we are responsible for the adequacy and accuracy of the
      disclosure in our filings; (ii) Staff comments or changes to disclosure in
      response to Staff comments do not foreclose the Commission from taking any
      action with respect to our filings; and (iii) we may not assert any Staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United States.

    We
      believe we have fully responded to the comments of the Commission. If the
      Commission has any questions or further comments with respect to the Annual
      Report, we respectfully request that such comments be directed to the
      undersigned as soon as practicable. The undersigned would welcome the
      opportunity to discuss such questions or comments (or discuss further any of
      our
      responses) in advance of any written response of the Commission.

              Very
                truly yours,

              /s/
                David V. Lott

              David
                V. Lott

              Chief
                Executive Officer

    cc:
      LL
      Bradford & Co.