Impart Media Group Inc · 8-K · For 12/8/04

Filed On 12/8/04 10:54am ET   ·   SEC File 0-29107   ·   Accession Number 1144204-4-21264

Current Report   ·   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the
 SECURITIES EXCHANGE ACT OF 1934

------------------

 Date of Report: Dec 8, 2004

 Limelight Media Group, Inc.
(Exact Name of Registrant as Specified in Charter)

                                                                · Download Table

                                                               
           Nevada                0-09358        88-0441338     
----------------------------  ------------  -------------------
(State or other jurisdiction   (Commission     (IRS Employer   
     of incorporation)        File Number)  Identification No.)

8000 Centerview Parkway, Suite 115, Memphis, TN                     38018     
-----------------------------------------------                   ---------   
(Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code: (901) 757-0195              
                                      --------------

================================================================================

Item 7.01.  Regulation FD Disclosure                                            

Item 1:                                                                         

    On Feb 17, 2004, Limelight Media Group, Inc entered into a Standby
Equity Line Agreement with Cornell Capital Partners, LP (SEDA) whereby Cornell  
Capital agreed to provide funding of $12 million. Subject to the agreements,    
Limelight Media agreed to file a registration statement covering the underlying 
common stock to be issued according to the agreements. Limelight Media filed the
requisite registration statement. The SEC approved the registration and declared
the registration statement effective August 16, 2004. Pursuant to the SEDA,     
Limelight Media had the right but not the obligation to sell to Cornell Capital,
$170,000 worth of company common stock every seven business days. Cornell       
Capital was obligated to purchase the stock.                                    

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Subsequent, to the effective date of the registration statement, Cornell Capital
contacted Limelight Media and agreed to advance $500,000 under a promissory note
arrangement. Under the Promissory Note, Limelight agreed to escrow requests for 
advances As required by the Promissory Note, Limelight Media had to submit to   
Butler Gonzalez LLP, the escrow agent for the transaction and counsel for       
Cornell Capital, a total of sixteen million seven hundred twenty nine thousand, 
six hundred sixty four (16,729,664) shares which would drawn against to pay for 
the Promissory Note. Under the agreement, Cornell would have the right to       
require Butler Gonzales to release escrowed shares every seven days beginning on
Sept 13, 2004 under four advance draw requests. On August 30, 2004, all         
documents relating to the transaction were completed. On August 30, 2004, upon  
directions from Butler Gonzales, LLP, the transfer agent for Limelight Media    
transferred to Butler Gonzales, LLP a total of 16,729,664 shares of Limelight   
Media Common Stock. On August 31, 2004, disbursement documents were executed    
between all parties. Despite execution of all documents and delivery of the     
shares into escrow, Cornell Capital did not fund the executed agreement.        

Butler Gonzalez, LLP received the shares from Limelight Media's transfer agent  
and placed them into escrow. The escrow account was established with Alpine     
Securities, a firm which was not approved by Limelight Media Group. Further,    
Butler Gonzalez, LLP did not return the shares to the company upon Cornell      
Capital refusal to fund the executed agreement. As a condition of the Promissory
Note, Cornell Capital further agreed to convert only $50,000 per month against  
an outstanding convertible debenture to avoid undue market pressure from selling
the stock in the market. On August 27, Sept 13, Sept 17, Oct 1 and Oct 27,      
Cornell Capital has converted a total of $200,000 worth of stock against the    
convertible debenture. The results of the actions of Cornell Capital have       
severely depressed the market valuation of Limelight Media Group, Inc.          

Additionally, on or about Sept 27, 2004, Cornell Capital removed 1,530,612      
shares from the escrow account as partial payment against a demand note executed
between Limelight Media and Cornell Capital. On or about Oct 5, 2004, Cornell   
Capital removed 2,466,443 shares from the escrow account at a price of 2.9 cents
in full settlement of the outstanding demand note. On Oct 22, 2004, Cornell     
Capital did provide an advance to Limelight Media Group a sum of $60,000 which  
amounted to a disbursement of 3,389,830 shares of common stock which Cornell    
Capital removed from the escrow account at a price of 1.7 cents per share. The  
number of shares issued far exceeds the number of shares that would have been   
issued under the Promissory Note Agreement. At the time of the execution of the 
Promissory Note the common stock of Limelight Media Group was publicly trading  
in the 8 cent to 10 cent range.                                                 

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Beginning on Nov 8, 2004, Limelight Media Group, Inc has issued several demands 
to Cornell Capital Partners and Butler Gonzales, LLP demanding the return of the
remaining 9,342,778 shares held in escrow. As of this date, Cornell Capital     
Partners and Butler Gonzales have ignored the demands and not responded to the  
letters. Limelight Media represents that Cornell Capital Partners is in breach  
of its contracts and severely damaged the business of Limelight Media Group, Inc
by refusing to fund the company pursuant to executed agreements. Limelight Media
Group, Inc is currently evaluating legal actions against Cornell Capital        
Partners including the return of escrowed shares and the resulted financial     
damages to the company and shareholders.                                        

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

                                 LIMELIGHT MEDIA GROUP, INC.

Date: Dec 6, 2004                                                               

                           By: /s/ David V. Lott
                                         ---------------------------
                         Name: David V. Lott
                   Its: Director

                         By: /s/ Phil Worack
                                         ---------------------------
                       Name: Phil Worack
                   Its: Director

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		8/16/04		1					4, NT 10-Q
		8/30/04		2
		8/31/04		2
Filed On / Filed As Of / For The Period Ended		12/8/04
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