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CORRESP
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      Limelight Media Group Inc. Corresp 11-05-2005

    Limelight
      Media Group, Inc.

    1300
      North Northlake Way

    Seattle,
      WA 98103-8919

    800-544-3343

    November
      8, 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

    Form
      10-QSB for the quarter ended June 30, 2005

    Form
      8-K/A filed September 23, 2005

    File
      No.
      000-29107

    Dear
      Mr.
      Jacobs:

    In
      connection with our
      Annual
      Report on Form 10-KSB for the fiscal year ended December 31, 2004 (the “Annual
      Report”), our Quarterly Report on Form 10-QSB for the fiscal quarter ended June
      30, 2005 (the “Quarterly Report”) and our Current Report on Form 8-K/A filed on
      September 23, 2005 (the “Current Report”), we hereby file by EDGAR transmission
      this letter dated October 18, 2005 containing our responses to the Staff’s
      letter furnishing the comments of the Securities and Exchange Commission (the
      “Commission”) on the Annual Report, the Quarterly Report and the Current
      Report.
      The
      numbered responses below correspond to the numbered paragraphs of the Staff’s
      letter.

    Responses

    1.    As
      noted
      in the Current Report, our financial statements included in the Quarterly Report
      required a restatement, which we included in our amended Quarterly Report on
      Form 10-QSB/A that was filed with the Commission on November 1, 2005 (the
“Amended Quarterly Report”). As required by the Current Report, pursuant to an
      audit of Impart, Inc. as of December 31, 2004 and for the years ended
      December 31, 2004 and 2003, we discovered an error that resulted in the
      overstatement of our inventory at December 31, 2004 by $146,000. We also
      discovered compensation due to certain employees that resulted in accrued
      compensation of $268,346. The net adjustments totaling $414,346 represent the
      difference between the December 31, 2004 accumulated deficit as reported in
      the Current Report and the Quarterly Report. The restated financials included
      in
      the Amended Quarterly Report describe and reflect these
      adjustments.

        Mr.
          Steven Jacobs

        November
          8, 2005

        Page
          2

    2.    With
      the
      acquisition of iPoint Networks, LLC, we acquired certain computer equipment,
      office furniture and fixtures and software. The acquired software enables iPoint
      to provide the deployment of content into the Interactive, Digital Signage
      and
      Narrowcasting sectors of the evolving Out of Home Digital market sector.

    The
      computer equipment and furniture and fixtures had fair values of approximately
      $52,500 and $3,500, respectively, based on fair values of similar equipment
      on
      the open market. In regards to the software fair value, since iPoint had little
      operating history and no sales, the Replacement Value Method was used to
      determine the amount it would cost our company to develop iPoint’s patent
      pending software. This method included estimates of the amount it would cost
      for
      us to develop this software on our own. Under this method, we determined the
      fair value of the software to be approximately $2,400,000.

    The
      consideration given for the assets was $1,000,000, which included a promissory
      note of $250,000 and 9,375,000 shares of our common stock, which were valued
      at
      $750,000. The $750,000 value was based on the trading price per share of our
      common stock at the time of the negotiations for the asset purchase, or $0.08
      per share. All assets discussed above were accordingly valued at $1,000,000,
      which was allocated on a pro-rata basis over the assets acquired based on their
      fair values.

    As
      regarding the holdback shares, the restated financials discussed in response
      to
      comment no. 1 above include a reclassification totaling $262,500 from
“additional paid-in capital” to a new line item called “other liability for
      iPoint Transaction.” The $750,000 value of the common stock component of the
      iPoint purchase price is now recorded as additional paid-in capital in the
      amount of $487,500 for the 6,057,692 shares of our common stock actually issued
      in the transaction, and a liability in the amount of $262,500 for the value
      of
      the 3,317,308
      shares
      of our common stock representing the holdback shares.

    3.    Due
      to
      the nominal amount of cash totaling $1,968 received from Limelight Media Group,
      Inc., all legal costs of approximately $95,700 related to the acquisition were
      expensed as incurred throughout 2004 and 2005 and included as professional
      and
      consulting expense.

    4.    Our
      responses to comments 1 and 2 above contain the requested description of the
      restatement adjustments to the financial statements contained in the Quarterly
      Report. We first reported the need to make certain adjustments to such financial
      statements in note 7 to the financial statements contained in the Current
      Report. The restated financial statements were included in the Amended Quarterly
      Report. As a result of such disclosures, we believe such information has been
      already broadly disseminated to the public markets. As a result of such
      disclosures and restatement, we believe no additional disclosure is now required
      and do not intend to file an additional Current Report on Form 8-K to make
      the
      disclosures required under Item 4.02.

        Mr.
          Steven Jacobs

        November
          8, 2005

        Page
          3

    5.    Please
      be
      advised that there has been no change in our independent accountants as a result
      of the transactions reported in the Current Report. L.L. Bradford & Company,
      which audited our financial statements for the year ended December 31, 2004,
      has
      been retained to perform the audit of our financial statements for the year
      ended December 31, 2005. As a result, there is no information to report pursuant
      to Item 4.01 of Form 8-K.

    6.    In
      response to this comment, we have prepared the following discussion of the
      analysis we performed to determine that, at the time of the transaction with
      Impart, Inc. on June 30, 2005, we were a “shell company.” In accordance
      with the Staff’s supplemental telephonic request of November 4, 2005, we have
      also included a discussion of the analysis we performed pursuant to Statement
      of
      Financial Accounting Standards (SFAS) 141 to determine that Impart, Inc. was
      the
“accounting acquirer” in the transaction. We do not believe, however, that a
      determination of whether or not we were a “shell company” is the dispositive
      factor for the purpose of determining whether or not Impart,
      Inc. was the “accounting acquirer” in the transaction.
      Instead, it is our understanding that such a determination is required to be
      made pursuant to paragraph 17 of SFAS 141.

    “Shell
      Company” Analysis.

    Rule
      405
      of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act
      of
      1934, the Commission defines a “shell company” as “a company, other than an
      asset-backed issuer, with:

              ·

              no
                or nominal operations; and

              ·

              either:

              -

              no
                or nominal assets;

              -

              assets
                consisting solely of cash and cash equivalents; or

              -

              assets
                consisting of any amount of cash and cash equivalents and nominal
                assets.”

    We
      note
      that in the Commission’s Final Rule Release Nos. 33-8587 and 34-52038 , the
      Commission determined not to define the term “nominal” as used in the definition
      of “shell company” nor to include qualitative thresholds in such definitions. As
      a result, we applied our own quantitative and qualitative measures to determine
      that we had nominal operations and nominal assets on the date of the transaction
      with Impart, Inc.

        Mr.
          Steven Jacobs

        November
          8, 2005

        Page
          4

    No
      or
      Nominal Operations.

    As
      the
      Staff indicated in its letter, we disclosed in our Quarterly Report on Form
      10-QSB for the period ended March 31, 2005 (the “March Report”) that we had a
      business plan to deliver digital advertising services. However, as we further
      disclosed in the March Report, we had no revenues for the reported period and
      “we
      conducted limited operations as we sought funding opportunities to allow us
      to
      fully commence operations and implement our business strategy.” These operations
      consisted solely of marketing efforts by our sole officer and employee to obtain
      contracts with retailers for the deployment of digital signage equipment and
      with advertisers for the deployment of advertising content to such equipment.
      This fact was disclosed in the March Report wherein we stated “we
      are
      currently in discussions with a number of supermarket chains and other retailers
      in an effort to reach agreements under which we can license space for the
      installation of our digital signage network.” We did not reach agreement with
      any such supermarket chain or other retailer and, at June 30, 2005, we
      had no agreements for the provision of digital advertising services. For the
      foregoing reasons, we concluded that we had no or nominal operations at the
      time of the transaction with Impart.

    No
      or
      Nominal Assets.

    At
      the
      time of the acquisition, we had fixed assets of $238,961, primarily
      consisting of digital signage equipment (e.g. video displays and computer
      equipment) previously used by us in the delivery of digital advertising services
      to a supermarket chain. At the time of the transaction, such assets were not
      used in operations as we had no advertising contracts for the delivering of
      content to our video displays. In addition, a significant portion of these
      assets include assets purchased from Impart, Inc. at Impart’s cost. At the time
      of the transaction, we owed approximately $170,000 to Impart, Inc. and
      $36,000 to the stockholders of Impart. Accordingly, we concluded that our
      assets, without the related liabilities owed to Impart and its stockholders,
      were nominal.

    As
      a
      result of the foregoing, we determined that, at the time of the transaction
      with
      Impart, Inc., we were a “shell company.”

    Analysis
      of “Accounting Acquirer”

    Paragraph
      17 of SFAS 141 requires the consideration of several factors in determining
      the
      identity of the acquiring entity in a business combination through the exchange
      of equity interests. In determining that Impart, Inc. was the “accounting
      acquirer” in the transaction, we considered, in particular, the following facts
      and circumstances of the transaction:

            Mr.
              Steven Jacobs

            November
              8, 2005

            Page
              5

              ·

              Upon
                consummation of the transaction, the former stockholders of Impart,
                Inc.
                received the right to acquire, in the aggregate, 162.5 million shares
                of
                our common stock, representing approximately 65% of our issued and
                outstanding shares on June 30,
                2005.

              ·

              Upon
                consummation of the transaction, two of our three directors resigned
                from the board of directors and two directors designated by the former
                stockholders of Impart, Inc. were appointed to the fill the vacancies
                created by such resignations. As a result, immediately following
                the
                transaction, Impart, Inc. controlled the board of directors of the
                combined entity.

              ·

              Upon
                consummation of the transaction, senior management of the combined
                entity
                consisted of only one officer of Limelight Media Group, Inc. and
                four
                officers of Impart, Inc. The officers of Impart, Inc. were appointed
                to
                the following positions of the combined entity: President, Chief
                Financial Officer, Chief Strategy Officer, Chief Operating Officer
                and
                Chief Technology Officer.

              ·

              The
                terms of the acquisition agreement provided for a change in the corporate
                name of the combined entity to “Impart Media Group, Inc.” The reason for
                requiring the change was to take advantage of the strong
                business relationships and name recognition in our industry that
                Impart,
                Inc. had developed over its twenty years of operating history. As
                discussed above, we had no or nominal operations and assets at the
                time of
                the transaction. Following the transaction, our
                board of directors and stockholders approved the change in our corporate
                name, which will take effect upon satisfaction of the requirements
                under
                Regulation 14C of the Securities Exchange Act of
                1934.

    As
      a
      result of the foregoing, we determined that Impart, Inc. was the “accounting
      acquirer” in the transaction.

    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.

        Mr.
          Steven Jacobs

        November
          8, 2005

        Page
          6

    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, the Quarterly Report, the Current Report or the Amended Quarterly 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:

              L.L.
                Bradford & Co.

              Pryor
                Cashman Sherman & Flynn LLP