SecProbe.io

CORRESP
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      Limelight Media Corresp 11-8-2005

    PRYOR
      CASHMAN SHERMAN & FLYNN LLP

              410
                PARK AVENUE, NEW YORK, NEW YORK 10022-4441

              TELEPHONE:
                212-421-4100

              FAX:
                212-326-0806

              EMAIL:
                FIRM@PRYORCASHMAN.COM

              WRITER'S
                DIRECT DIAL: (212) 326-0846

              WRITER'S
                EMAIL:

              Ehellige@Pryorcashman.com

            November
              9, 2005

    VIA
      EDGAR

    Securities
      and Exchange Commission

    Judiciary
      Plaza

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Attention: Mr.
      Geoffrey Ossias

                Re:

                Limelight
                  Media Group, Inc.

              Preliminary Schedule
                14C

              Filed on October 5,
                2005

              File No.
                0-29107

    Ladies
      and Gentlemen:

    On
      behalf
      of Limelight Media Group, Inc., a corporation organized pursuant to the laws
      of
      the State of Nevada (the “Company”), we hereby file by EDGAR transmission our
      responses to the Staff’s letter dated October 25, 2005 relating to the Company’s
      preliminary information statement on Schedule 14C (the “Information Statement”).
      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 Information Statement.

    Responses

              1.

              On
                November 8, 2005, the Company filed by EDGAR transmission its responses
                to
                the Staff’s letter dated October 18, 2005 furnishing comments on the
                Company’s Annual Report on Form 10-KSB for the fiscal year ended December
                31, 2004, its Quarterly Report on Form 10-QSB for the fiscal quarter
                ended
                June 30, 2005 and its Current Report on Form 8-K/A filed on September
                23,
                2005. As of the date of this letter, the Company has not received
                further
                comments from the Commission.

              2.

              The
                Company has satisfied its obligations under its Agreement and Plan
                of
                Merger dated June 30, 2005 and, thus, it does not intend to rely
                on the
                effective increase in its authorized capital stock that will result
                from
                the reverse stock split described in the Information Statement for
                the
                purposes of satisfying its obligations thereunder. As reported in
                the
                Company’s Current Report on Form 8-K dated November 4, 2005 filed with the
                Commission on November 4, 2005 (the “November
                8-K”), the Company entered into an agreement, dated as of November 4,
                2005, with the former stockholders of Impart, Inc. (the “Former Impart
                Stockholders”) that acquired shares of the Company’s common stock in the
                acquisition consummated on June 30, 2005, as reported in the Company’s
                Current Report on Form 8-K dated June 30, 2005, as filed with the
                Commission on July 7, 2005. Under the terms of the agreement, each
                of the
                Former Impart Stockholders exchanged his right to receive the additional
                shares of the Company’s comment stock issuable following the
                closing of such acquisition for a
                promissory note. The
                agreement and form of promissory note were filed as Exhibits 10.1
                and
                10.2, respectively, to the November 8-K.

    ________________________

    The
      Company acknowledges that (i) it is responsible for the adequacy and accuracy
      of
      the disclosure in its 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 the Company’s filings; and (iii) the Company 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.

    The
      Company believes that it has fully responded to the comments of the Commission,
      and the Company requests that the review of Information Statement be handled
      on
      an expedited basis. If the Commission has any questions or further comments,
      the
      Company respectfully requests that such comments be directed to the undersigned
      as soon as practicable as the Company would like to begin mailing its definitive
      Information Statement not later than November 14, 2005. The undersigned would
      welcome the opportunity to discuss such questions or comments (or discuss
      further any of the Company’s responses) in advance of any written response of
      the Commission.

              Very
                truly yours,

              /s/
                Eric M. Hellige

              Eric
                M. Hellige

              cc:
                  David V. Lott, Chief Executive Officer

              L.L.
                Bradford & Co.