SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

     [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

    [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
        FOR THE TRANSITION PERIOD FROM ______________ TO________________

                          COMMISSION FILE NO. 000-26186

                                   LMIC, INC.

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          A DELAWARE CORPORATION                          84-1209978
      (STATE OR OTHER JURISDICTION                      (IRS EMPLOYER
    OF INCORPORATION OR ORGANIZATION)                IDENTIFICATION NUMBER)


                            6435 VIRGINIA MANOR ROAD
                              BELTSVILLE, MD 20705
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (240) 264-8341
                         (REGISTRANT'S TELEPHONE NUMBER)


Securities registered under Section 12(b) of the Exchange Act:
None.

Title of each class Name of each exchange on which registered Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$.001 per share.

           Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. [X] Yes
[ ] No

           Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X] Yes [ ] No


           The Registrant's revenues for the fiscal year ended December 31, 2003
was $6,140,666. The aggregate market value of the common stock held by
non-affiliates of the Registrant, based upon the closing sale price of the
common stock on March 31, 2004, was approximately $11,619,689. Shares of common
stock held by each executive officer and director and by certain persons who own
5% or more of the outstanding common stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

           Number of shares of common  stock  outstanding  as of March 31, 2004:
17,779,719.

                       DOCUMENTS INCORPORATED BY REFERENCE

           None

           Transitional Small Business Disclosure Format (Check one):
                               Yes [ ]; No [X]

                                PRELIMINARY NOTE

           This Form 10-KSB/A is being filed by LMIC,  Inc.  (the  "Company") to
report Part III information in lieu of the  incorporation of such information by
reference  to the  Company's  Proxy  Statement  for its 2004  Annual  Meeting of
Stockholders.






<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.


                     BOARD OF DIRECTORS AND MANAGEMENT TEAM

Brief  biographies  of the members of the Board of Directors  and our  executive
officers are presented below.



Name              Age              Title
----              ---              -----
Kwok Li           46       Chairman of the Board
Ajit Medhekar     45       Director
Barton Shigemura  44       Director
Luis P. Negrete   56       President, Chief Executive Officer, Director
Mary Faith Boyer  45       Vice President & Secretary
Payesh Jhaveri    39       Chief Financial Officer
John J. Duffy     49       Vice President, Sales
John Lambert C.   46       Vice President, Quality
Shreenath Shetty  42       Vice President, Engineers
Bob Leypoldt      45       Vice President, Manufacturing



KWOK LI, CHAIRMAN

Mr. Li is a major investor and Chairman of the board of directors of what is now
LMIC, Inc. He is also the Chairman and Managing Partner of Linsang Partners,
LLC, a holding company focusing on the integration of computing and
communications . Mr. Li has created several privately held companies that are
critical in such applications. Among Linsang's publicly and privately held
companies is Splitrock Services, Inc., a nationwide, multi-service, network
provider. Splitrock used unique network algorithms that achieved a highly
efficient data network with minimum routing delays for Internet data traffic. In
1998, Splitrock successfully raised a $261m bond offering, and became publicly
traded in July 1999. In January 2000, Splitrock was acquired by McLeodUSA, Inc.,
(NASD-MCLD). Before starting Linsang, Mr. Li was the cofounder the Chief
Technology Officer of Yurie Systems, Inc. (NASD-YURI), which designed and
manufactured a line of high capacity data and voice switches. Yurie was listed
on NASD in February 1997, and was acquired by Lucent Technologies (LU) in June
1998. Yurie pioneered the use of Asynchronous Transfer Mode (ATM) technology in
network access applications. In the years before starting Yurie Systems, Mr. Li
held various positions with WilTel and with BNR, the R&D arm of Northern
Telecom. Linsang Partners, LLC and Linsang International, L.P. are two of the
largest shareholders of the Company. Linsang Partners, LLC, a Delaware limited
liability company, is the beneficial owner of 5,317,787 shares of common stock
of the Company. Linsang International, L.P., a Delaware limited partnership, is
the beneficial owner of 1,875,461 shares of common stock. The Chairman of the
Company, Kwok Li, is the managing member of Linsang Partners, LLC and may be
deemed to indirectly share voting and investment control of the shares of common
stock held by it. Mr. Li's wife, Felice Li, is the sole member of Hyla Holdings,
LLC, which is the general partner of Linsang International, L.P., and may be
deemed to indirectly share voting and investment control of the shares of common
stock held by Linsang International, L.P. Mr. Li is also the general manager of
Hyla Holdings, LLC. Mr. Li received his B.E.S. in Electrical Engineering from
the Johns Hopkins University in 1979, and is a member of its Board of Trustees.




                                       1
<PAGE>

AJIT MEDHEKAR

In 1997, Mr. Medhekar founded Lara Technology, Inc., a telecommunications
company, and served as its Chairman and CEO. In 1999 Lara Technology, Inc. was
renamed empowerTel Networks, Inc. and created a new company named Lara Networks,
Inc. He continued to serve as Chairman of Lara Networks until it was acquired by
Cypress Semiconductor in July 2001. Mr. Medhekar continued to serve as Chairman
and CEO of empowerTel Networks until it was acquired by IPUnity, Inc. in July
2002. He currently serves on the Board of Directors of IPUnity, Inc., Corrent
Corporation, and SIGPRO Wireless, as well as LMIC, Inc.

In his capacity as an electrical engineer, Mr. Medhekar co-authored 14 patents,
13 of which have been granted to date. Mr. Medhekar received both Bachelors and
Masters Degrees in Electrical Engineering from the Massachusetts Institute of
Technology in 1981.

BARTON SHIGEMURA

Mr. Shigemura is currently president and CEO of YottaYotta Inc., a leader in the
storage utility arena. He has been with YottaYotta Inc. since 2003. Prior to
YottaYotta, Mr. Shigemura was Chairman and CEO of Alidian Networks from
September 1999 to December 2003, a layer 2 grooming and aggregation platform in
the metro optical market. Prior to Alidian, Mr. Shigemura was Vice President of
worldwide Marketing for all data products at Lucent Technologies from June 1998
to September 1999. He joined Lucent via their acquisition of Yurie Systems. Mr.
Shigemura served as Senior Vice President of Sales and Marketing at Yurie from
April 1996 to June 1998, and was a member of their Board of Directors. Before
joining Yurie from May 1993 to April 1996, Mr. Shigemura was Vice President of
Marketing and Services for Premisys Communications. Earlier in his career, Mr.
Shigemura held executive sales and marketing positions at Nortel Networks,
General DataComm and IBM. Mr. Shigemura is currently on the board of directors
of YottaYotta Inc., Zhone Technologies, and Cibernet.Mr. Shigemura has a B.S. in
Marketing and Finance from the University of Southern California.

LUIS P. NEGRETE, PRESIDENT AND CHIEF EXECUTIVE OFFICER

As President and CEO, Mr. Negrete has provided executive leadership at LMIC,
Inc. since its inception in January 2000. LMIC, Inc. was founded by Luis
Negrete. Mr. Negrete has over 30 years of executive-level experience in a
diverse set of industries around the world. His experience spans manufacturing,
research, design, and development of new technologies, strategic planning, and
engineering development. Mr. Negrete was formerly Director of Manufacturing at
Lucent Technologies, Inc. (June 1998 to January 2000), Director of
Administrative Services for Yurie Systems, Inc., and Vice-President of DIMISA,
in Madrid, Spain, a company oriented to the research, design and development of
new technologies in the automobile industry.

Mr. Negrete held numerous high level positions in the Republic of Cuba. As
Vice-Minister of Industry, he was directly responsible for the research, design
and development of the Cuban automobile industry. In that capacity, Mr. Negrete
oversaw 12 manufacturing facilities with more than 6,000 employees, and the
Institute for the Development of Engineering Technology, with more than 300
engineers of different specialties. Mr. Negrete was also President of the
Agricultural Machinery Industry, overseeing the Institute for Agricultural
Development and six manufacturing facilities with more than 500 employees and
800 foreign consultants. Mr. Negrete also served as President of the Cuban Rice
Industry, Vice President of Iron & Steel Industry and Vice President of
Cuba-Tobacco. Mr. Negrete left Cuba in 1982 to begin a career in the US
intelligence community. Mr. Negrete holds a degree in Business
Administration-Economics and a Masters Degree in Economic Planning from the
University of Havana.

MARY-FAITH BOYER, SPHR, VICE PRESIDENT

Ms. Boyer joined LMIC in February of 2003 where she is responsible for, among
other things, investor relations, public relations, employee relations, human
resources, EEO, staffing, government compliance, payroll, OSHA, risk management
and facilities management. Prior to joining LMIC, Ms. Boyer served as a
consultant with PRM Consulting from June 2002 to January 2003. Ms. Boyer served


                                       2
<PAGE>

as director of administration and human resources at VTLinx, Inc. from December
2000 to September 2001, and QualStream, LLC from October 2001 to February 2002,
each Silver Spring, Maryland-based high-tech start-up companies. She was also
director of human resources and federal facility security officer for PTFS, Inc
of Bethesda, Maryland from June 1999 to December 2000 and director of human
resources for Digital System Resources in Fairlakes, Virginia from September
1996 to June 1999. In 1983 Ms. Boyer received a B.A. in Social and Political
Institutions from Wilson College in Chambersburg, Pennsylvania.

JOHN J. DUFFY, VICE PRESIDENT OF SALES

Mr. Duffy joined LMIC, Inc. in October 2000. Mr. Duffy has led the expansion of
our sales pipeline and hired sales representatives for the mid-Atlantic and
northeast regions, with experience in the EMS, optical, and other technology
sectors. Mr. Duffy has 25 years of industrial sales, service, and marketing
experience, with nearly ten years in the EMS industry in the mid-Atlantic
region. Before joining LMIC, Inc., Mr. Duffy was sales manager at Zentech
Manufacturing (September 1999 through September 2000), where he designed and
implemented a strategic marketing plan that tripled sales volume in a six-month
period. Before Zentech, Mr. Duffy managed business development in the
Mid-Atlantic region for IEC Electronics (January 1994 through September 1999), a
Tier Two EMS provider. Mr. Duffy was National Sales Manager for Walchem
Corporation and also held engineering and marketing positions at the Milton Roy
Company. He studied mechanical engineering at Virginia Polytechnic Institute and
marketing and management at LaSalle University.

JOHN C. LAMBERT, VICE PRESIDENT OF QUALITY

Mr. Lambert joined LMIC, Inc. in January 2000. He led the development and
integration of our quality and information systems, and the development and
acquisition of equipment and production systems currently in use at our
facilities. Through Mr. Lambert's leadership, LMIC, Inc. was able to obtain ISO
9001 certification in the design, manufacturing and servicing of electronic
equipment after only nine months of operation and maintain continuous
certification through expansion to our new facility.

Mr. Lambert has over 20 years experience in testing, manufacturing and quality
engineering, engineering management and in evaluating contract manufacturers.
Before joining LMIC, Inc., Mr. Lambert was Director of Quality and Reliability
at Lucent Technologies (June 1998 to January 2000) and Yurie Systems. In that
capacity, Mr. Lambert was responsible for supplier and manufacturing quality,
process and reliability engineering functions. He was also a member of the team
assigned to integrate the Ascend acquisition into the Lucent organization.
Before Yurie, Mr. Lambert was a technical leader at AlliedSignal GES
Communications Systems, responsible for the quality, test and process
engineering functions for all IFF product lines. A Six Sigma Black Belt, he was
also a member of the Lean Manufacturing Implementation Team. Mr. Lambert has a
B.S.E.E. from Temple University and is an AQS certified ISO 9000 Lead Auditor.

MR. PAYESH JHAVERI, CHIEF FINANCIAL OFFICER

Mr. Payesh Jhaveri jointed LMIC, Inc. as CFO in April of 2004. Prior to joining
LMIC, Inc., Mr. Jhaveri worked as a Controller for Iphotonics, Inc. from July
2000 to April 2004, an optical division of Solectron Corporation, where he
directed all finance operations. He was instrumental in establishing the finance
department which supported revenue growth from $400,000 to $25,000,000 annually.
At Iphotonics he also played a key role to bring the start-up operations to a
break-even level in less than 3 years. Before Joining Iphotonics, Mr. Jhaveri
worked as a Business Unit Controller with the Process Division of GSE systems in
Columbia, MD (from February 1999 to July 2000). He has also held key finance
positions with ManTech Solutions (FKA Accel, Inc.) (from February 1992 to
February 1999), and Hills of Westchester, Inc. (from March 1987 to February
1992). Mr. Jhaveri completed his CPA certification in 1990; earned MBA from Ohio
University in 1986 and Bachelors in Commerce from Bombay University in 1984.

SHREENATH SHETTY, VICE PRESIDENT OF ENGINEERING

Mr. Shetty joined LMIC, Inc. in February of 2003. He has more than 10 years of


                                       3
<PAGE>

experience in engineering, bringing in extensive experiences from all areas of
product development. Most recently (1999 through 2002), he led the System
Integration and Test team at ARMILLAIRE TECHNOLOGIES, a company that designed,
built and fielded a packet based tandem switch in ARBROS' (CLEC) network, and
completed the pre-production trials of a NGN CLASS 5 switch with TELMEX (ILEC).
With experiences in embedded and DSP software development, configuration
management, black box and white box system testing, product roll-out and field
installation, he has a proven ability to lead multi-discipline teams. Prior to
his tenure with ARMILLAIRE, Mr. Shetty worked as Director of Software
Development with SOTAS, Inc. (1997 to 1999), working in intrusive and
non-intrusive telephony measurement and led embedded, DSP, and windows
application development teams from requirements to delivery of new products. Mr.
Shetty completed a Master's degree in Electrical Engineering from Tennessee
Technological University in 1993, and a Bachelor's degree in Electronics and
Communications from University of Mysore in India in 1987.

ROBERT LEYPOLDT, VICE PRESIDENT OF MANUFACTURING

Mr. Leypoldt joined LMIC in January of 2001 as a senior Quality Engineer. He was
been instrumental in obtaining and upgrading our ISO certification, and in so
doing became an integral member of the manufacturing management team. When an
opening for Vice President of Manufacturing came open in December of 2003, he
was the logical choice to fill that void. Mr. Leypoldt has more than 25 years
experience in electronics manufacturing. Between 1998 and 2001 he worked as
Senior Quality Engineer for Lucent Technologies, and prior to that (1985 through
1998) he worked in various quality-related positions for Allied-Signal, Inc.

AUDIT COMMITTEE FINANCIAL EXPERT

           Our Board of Directors has determined that it does not have an "audit
committee financial expert", as defined under Item 401(e) of Regulation S-B,
serving on its Board. The Company has been actively seeking a financial expert
to fill this position, but to date, has not been able to fill this position.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

           Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and any person who owns more than 10% of our
common stock (the "Reporting Persons") to file with the Securities and Exchange
Commission reports of ownership and reports of changes in ownership of our
common stock. Under Securities and Exchange Commission rules, we receive copies
of all Section 16(a) forms that these Reporting Persons file. We have reviewed
copies of these reports and written representations from the Reporting Persons.
We believe all Reporting Persons complied with their Section 16(a) reporting
obligations during 2003, except for the following individuals: Payesh Jhaveri,
who failed to file his Form 3 at the time of his appointment to our management
team.

CODE OF ETHICS

           We have adopted a Code of Ethics within the meaning of Item 406(b) of
Regulation S-B. This Code of Ethics applies to our principal executive officer,
our principal financial officer and principal accounting officer, as well as all
other employees, and is filed herewith. If we make substantive amendments to
this Code of Ethics or grant any waiver, including any implicit waiver, we will
disclose the nature of such amendment or waiver on our website or in a report on
Form 8-K within five days of such amendment or waiver.


                                       4
<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation of
our CEO and any additional officers who were serving at the end of our most
recently completed fiscal year and earned salary and bonus in excess of $100,000
(collectively, the "named executive officers").



<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                   ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
--------------------------------------------------------------------------------------------------------------------
                                                                           AWARDS            PAYOUTS
                                                                       ---------------------------------------------
                                                                                 SECURITIES
                                                                    RESTRICTED   UNDERLYING              ALL OTHER
   NAME AND                                       OTHER ANNUAL        STOCK       OPTIONS/      LTIP      COMPEN-
  PRINCIPAL        YEAR       SALARY    BONUS     COMPENSATION       AWARD(s)       SARs       PAYOUTS    SATION
  POSITION                     ($)       ($)           ($)             ($)          (#)          ($)        ($)

     (a)            (b)        (c)       (d)           (e)             (f)          (g)         (h)         (i)
--------------------------------------------------------------------------------------------------------------------
<S>                <C>      <C>           <C>           <C>             <C>          <C>         <C>         <C>
Luis P. Negrete    2003     $220,000      0             0               0            0           0           0
President & CEO
--------------------------------------------------------------------------------------------------------------------
John Lambert,      2003     $110,000      0             0               0          3,412         0           0
VP of Quality
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table sets forth  information  with respect to stock option grants
to the named executive officers during the most recently completed fiscal year.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                            OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                    [Individual Grants]
--------------------------------------------------------------------------------------------------------------------
                      NUMBER OF          PERCENT OF TOTAL
                      SECURITIES           OPTIONS/SARs
 NAME                 UNDERLYING            GRANTED TO         EXERCISE OR BASE           EXPIRATION DATE
                      OPTIONS/SARs         EMPLOYEES IN          PRICE ($/SH)
                      GRANTED (#)          FISCAL YEAR

(a)                       (b)                  (c)                    (d)                       (e)
--------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>               <C>                            <C>
Luis P.
Negrete,
President & CEO           0                    0                     0
--------------------------------------------------------------------------------------------------------------------
John Lambert,           3,412                  8%                $3.52 ea.                      2013
VP of Quality
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    5
<PAGE>


The following table sets forth information with respect to the fiscal year end
option value of options held by the named executive officers as of the end of
the most recently completed fiscal year.


--------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

                            NUMBER OF SECURITIES    VALUE OF UNEXERCISED
                           UNDERLYING UNEXERCISED       IN-THE-MONEY
                           OPTIONS/SARS AT FY-END     OPTIONS/SARS AT
          NAME                      (#)                  FY-END ($)
                                EXERCISABLE/            EXERCISABLE/
                               UNEXERCISABLE           UNEXERCISABLE
          (a)                       (d)                      (e)
--------------------------------------------------------------------------------
Luis P. Negrete,             213,132 / 102,374           $184,223.52/$0
President & CEO
--------------------------------------------------------------------------------
John Lambert, VP of          29,174 / 10,000             $23,335.20/$0
    Quality
--------------------------------------------------------------------------------

EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS

We do not have a defined benefit, pension plan, profit sharing or other
retirement plan, although we may adopt one or more of such plans in the future.

COMPENSATION OF DIRECTORS

At present, we do not pay directors for attending meetings of the Board of
Directors. Outside directors receive a grant of options to purchase 20,000
shares of our common stock per year. Each of our non-employee directors has
received a grant of options to purchase 60,000 shares of our common stock
vesting over three years based on continued service on the board , in lieu of
annual grants of options for 20,000 shares.

Other Arrangements. During the year ended December 31, 2002, and except as
disclosed elsewhere in this prospectus, no director of LMIC received any form of
compensation from LMIC.

STOCK OPTION AND BONUS PLANS

We have a stock option plan, adopted by our Board of Directors in May 2003 and
approved by our stockholders in July 2003, pursuant to which up to 2,000,000
incentive and non-incentive options may be granted (the "Plan"). The Plan will
remain in effect until May 1, 2013, unless terminated earlier by action of our
Board of Directors. Officers, directors, employees, advisors and consultants may
be granted options under the Plan. The Plan is administered by our Board or a
committee appointed by the Board, which has the authority to interpret the
provisions of the Plan and supervise its administration. In addition, the Board
is empowered to select those persons to whom shares or options are to be
granted, to determine the number of shares subject to each such grant and to
determine when, and upon what conditions, shares or options granted under the
Plan will vest or otherwise be subject to forfeiture and cancellation. Options
granted pursuant to the Plan which are not exercised, terminate upon the date
specified at the time the option was granted.


                                       6
<PAGE>

In the discretion of the Board, any option granted pursuant to the Plan may
include installment exercise terms such that the option becomes fully
exercisable in a series of cumulating portions. The Board may also accelerate
the date upon which any option (or any part of any options) is first
exercisable. Any shares issued pursuant to the Plan will be forfeited if the
"vesting" schedule established by the Board of Directors at the time of the
grant is not met. For this purpose, vesting means the period during which the
employee must remain an employee of LMIC or the period of time a non-employee
must provide services to LMIC. At the time an employee ceases working for LMIC
(or at the time a non-employee ceases to perform services for LMIC), any shares
or options not fully vested will be forfeited and cancelled. At the discretion
of the Board, payment for the shares of common stock underlying options may be
paid through the delivery of shares of common stock having an aggregate fair
market value equal to the option price, provided such shares have been owned by
the option holder for at least one year prior to such exercise. A combination of
cash and shares of common stock may also be permitted as payment for options at
the discretion of the Board.

Options are generally non-transferable except upon death of the option holder.
Shares issued pursuant to the Plan will generally not be transferable until the
person receiving the shares satisfies the vesting requirements imposed by the
Board when the shares were issued.

The Board may, at any time and from time to time, amend, terminate or suspend
the Plan in any manner it deems appropriate, provided that such amendment,
termination or suspension cannot adversely affect rights or obligations with
respect to shares or options previously granted.

The Plan is not qualified under Section 401(a) of the Internal Revenue Code, nor
are they subject to any provisions of the Employee Retirement Income Security
Act of 1974.

To date, no new options have been granted under the Plan.

There are currently 639,000 options for employees of the former Linsang
Manufacturing that were converted to the new plan. These shares are valued at
$.59 and 3.52 per share, dependent upon the strike price under which they were
issued.


                                       7
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

                PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT

The following table sets forth certain information as of March 31, 2004,
regarding (i) each person known by the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each director, and
named executive officer of the Company, (iii) all officers and directors as a
group.

For a description of certain transactions between us and the persons listed in
this table, see the section of this Prospectus entitled "Board of Directors and
Management Team - Certain Relationships and Transactions."



                                          NUMBER OF SHARES        APPROXIMATE
                                           BENEFICIALLY         PERCENTAGE OF
NAME                                           OWNED             COMMON STOCK

                                               (1)                     (2)

Ajit K. Medhekar (3)                          66,667                   *
c/o LMIC, Inc.
6435 Virginia Manor Road
Beltsville, MD 20705

Kwok Li (3), (4), (5)                       7,193,248                  40.26%
c/o LMIC, Inc.
6435 Virginia Manor Road
Beltsville, MD 20705

Linsang Partners, LLC (4)                   5,317,787                  29.97%
Post Office Box 0039
Beltsville, MD 20704
Kwok Li, Owner

Linsang International, L.P. (5)             1,875,461                  10.29%
Post Office Box 0039
Beltsville, MD 20704
Hyla Holdings, LLC
Kwok Li, Chairman

Luis Negrete (3)                             213,132                     *
c/o LMIC, Inc.
6435 Virginia Manor Road
Beltsville, MD 20705

Barton Y. Shigemura (3)
c/o LMIC, Inc.                                  0                        *
6435 Virginia Manor Road
Beltsville, MD 20705


John Lambert (3)
c/o LMIC, Inc.                               29,174                      *


                                       8
<PAGE>

6435 Virginia Manor Road
Beltsville, MD 20705

All officers and directors as a group,      7,502,221                   42%
(10 individuals)

---------


* less than 1%.

(1) Pursuant to the rules of the Securities and Exchange Commission, a person is
deemed to "beneficially own" shares of common stock over which the person has or
shares investment or voting power, or has the right to acquire such power within
60 days.

(2) The percentage of common stock owned is calculated based on the number of
shares of common stock outstanding, plus in the case of each person the number
of shares of common stock issuable only to such person upon the exercise of
options or warrants and the conversion of convertible debt securities.

(3) Officer or director.

(4) Kwok Li is the managing member of Linsang Partners, LLC and may be deemed to
share voting and investment control of the shares directly owned by Linsang
Partners, LLC.

(5) Hyla Holdings, LLC is the general partner of Linsang International, L.P. and
may be deemed to share voting and investment control of the shares directly
owned by Linsang International, L.P. As the sole member of Hyla holdings, LLC,
Felice Li (the wife of Kwok Li) may be deemed to share voting and investment
control of the shares directly owned by Linsang International, L.P. and that may
be deemed to be indirectly owned by Hyla Holdings, LLC.


                                       9
<PAGE>




ITEM 12.  Certain Relationships And Transactions

GENERAL

Beginning in fiscal year 2000, we joined with Linsang Management Corp., an
entity wholly-owned by Kwok Li, our Chairman, in a benefits package with a third
party benefits providers to provide health benefits and a 401k plan to employees
of both companies. This was done to achieve economies of scale, as small groups
often pay an increased premium for these benefits. The interest in these plans
has varied with staffing levels for each party. LMIC has had sufficient
headcount since 2000 to qualify as a mid-sized company for most health benefits
providers. There is no formal arrangement with Linsang Management and we may, in
the future, determine to engage our own benefits package providers. As of
December 31, 2003, the joint 401(k) plan has been terminated, and we are
currently exploring options for a separate health benefit plan. While our
Chairman and certain members of his family have participated in this
arrangement, our Chairman's interest has been limited to under $60,000.

Beginning in fiscal year 2000, we began  providing  design,  manufacturing,  and
related  services to  companies  controlled  by our  Chairman,  Mr. Kwok Li. The
Company was  developed to serve as a captive  manufacturing  entity  meeting the
needs of  those  telecom  companies  controlled  by Mr.  Li.  Such  arrangements
included sales to the following  related entities:

           o          Linsang Partners, LLC, an entity controlled by Mr. Kwok
                      Li. Mr. Li is the Manager, Chairman and 98% owner of
                      Linsang Partners, LLC. In 2001, we provided Linsang
                      Partners, LLC a mix of services in the amount of $44,106,
                      with no sales to that entity in 2002, and sales in the
                      amount of 62,828 in 2003;

           o          Wavix, Inc., a company controlled by Linsang Partners,
                      LLC, which has ownership interest of 51% in that company.
                      In 2001 we made sales to Wavix for engineering services in
                      the amount of $108,286. In 2002 this amount increased to
                      $554,004, and in 2003, our sales to Wavix increased to
                      $1,561,007

           o          Arbros Communications, Inc., an entity controlled by
                      Linsang Partners, LLC, which has ownership interest of 52%
                      in that entity. In 2001 we provided design, engineering
                      and manufacturing services in the amount of $809,101 to
                      Arbros. This amount decreased in 2002 to $191,700, and
                      further decreased in 2003 to sales of only $85,564.

           o          Alatiere, Inc. was controlled by Linsang Partners, LLC,
                      which had an ownership interest of 100% in that company.
                      In 2001 we provided engineering and design services in the
                      amount of $32,750. Alatiere ceased operations on November
                      30, 2001.

           o          VTLinx Multimedia Services, Inc. was controlled by Linsang
                      Partners, LLC, which had an ownership interest of 100% in
                      that company. In 2001 we provided engineering and
                      manufacturing services in the amount of $340,425. VTLinx
                      ceased operations on September 7, 2001.

           o          Armillaire Technologies, Inc. was controlled by Linsang
                      Partners, LLC, which had an ownership interest of 93.9% in
                      that company. In 2001, we provided design, engineering,
                      and manufacturing services in the amount of $3,157,244.
                      This amount decreased to $30,080 in 2002. Armillaire
                      ceased operations on February 2, 2002.

           o          Xyterra Computing, Inc. was controlled by Linsang
                      Partners, LLC, which had an ownership interest of 46.8%,
                      and Linsang International, LP,, which had an ownership
                      interest of 33.2% in that company. In 2001, we provided
                      engineering services in the amount of $660,742. This
                      amount increased to $136,201 in 2002. Xyterra ceased
                      operations by June 2002.

           o          Linsang Leasing LLC is controlled by Linsang Partners,
                      LLC, which has an ownership interest of 100% in that
                      entity. In 2003 we received $7,000 as lease payments from
                      that entity.


                                       10
<PAGE>

            o     International Prepaid Communications, Inc. is owned by Mr.
                  Lawrence Li, the brother of our Chairman, Mr. Kwok Li. In
                  2003, we provided engineering services in the amount of
                  $335,090


On June 27, 2002, the Company issued a $2,000,000 convertible promissory note
which bears interest of 8%, and was originally due and payable on October 15,
2002. This note was a bridge loan from a third party in anticipation of a
private placement which did not occur. In October 2002, the note was amended to
extend the due date to January 15, 2003. In 2003, the note was amended a second
time to change the terms to a demand note. As consideration for the second
amendment, the Company issued 300,000 shares of the Company's common stock
valued at $1.50 per share or $450,000, which has been expensed and is reflected
in interest and other debt expense in 2003. The note is personally guaranteed by
the majority shareholder, Mr. Kwok Li, and can be converted into shares of the
Company's common stock at a rate of $14.66 per share as adjusted for the reverse
acquisition ($2.50 per share pre-reverse). At December 31, 2003, this debt
includes accrued interest of approximately $242,000.

During 2003, we entered into three subleases with related entities, Wavix, Inc.,
Arbros Communications, Inc. and Linsang Partners, LLC. Our Chairman, Mr. Kwok Li
is Manager, Chairman and 98% Owner of Linsang Partners, LLC, which holds a 51%
and 52% ownership interest in Wavix, Inc. and Arbros Communications, Inc.,
respectively. These subleases generated approximately $195,000 of income in
2003, and expired from January to March 2004. We have extended these leases on a
month-to-month basis.

In February 2003, the Company entered into a short-term $2 million term note
payable agreement with a related party, Laurus Master Funds, Ltd,, a majority
stockholder of Cheshire Distributors, Inc. prior to the reverse merger. The note
bears interest at 8.35% per annum and was secured by the personal guarantee of
the Company's principal shareholder, Mr. Kwok Li.

On July 17, 2003, in conjunction with the reverse merger, the Company assumed a
convertible (at the Company's discretion) loan payable to Laurus Master Funds,
Ltd. of $600,000, bearing interest at 8%, payable in 12 equal monthly
installments of $50,000, commencing on September 1, 2004. The conversion price
per share is 100% of the average closing price of the common stock for the
twenty (20) days prior to the first repayment date.

On May 1, 2003, LMIC, Inc., formerly known as Cheshire Distributors, Inc., (a
shell corporation of which Laurus Master Funds, Ltd, was majority stockholder),
Linsang Acquisition Corp., Linsang Manufacturing, Inc., and certain major
stockholders of the Registrant and Linsang entered into an Agreement and Plan of
Reorganization, as amended ("Merger Agreement") pursuant to which LAC merged
with and into Linsang (the "Merger"). On July 17, 2003, the transactions
contemplated by the Merger Agreement were consummated. Pursuant to the Merger
Agreement, stockholders of Linsang exchanged their shares for shares of our
common stock. Following the conversion of shares by Linsang's stockholders, such
stockholders owned approximately 85% of the outstanding shares of common stock
on a fully diluted basis and our stockholders before the Merger owned
approximately 15% on a fully diluted basis.

In November 2003, the Company entered into a $4,000,000 working capital line of
credit with Laurus Master Trust, Ltd., our majority shareholder prior to the
reverse merger, which included a refinancing of the $2 million short-term note
payable. Principal amounts of the note may be converted into the Company's $.001
par value common stock at an exercise price of 125% of the average closing price
for the twenty (20) days prior to the conversion notice. The Company shall issue
additional 7 year warrants to purchase a number of shares equal to 5% of the
principal being converted divided by 125% of the fixed conversion price. The
line of credit accrues interest at the prime rate (4% at December 31, 2003) plus
..5%. It is collateralized by all the assets of the Company, as well as a limited
personal guarantee of our principal stockholder, Mr. Kwok Li. In conjunction
with this new facility, the Company issued 7 year warrants to purchase up to
64,000 shares of the Company's common stock with an exercise price of 125% of
the average closing price of the common stock for the twenty (20) days prior to
the exercise notice. The warrants cannot be exercised if, on the exercise date,
the exercise would result in beneficial ownership of the lender or affiliates
exceeding 4.99% of the total outstanding common stock of the Company. The $2
million term note was rolled into this new agreement and an additional $1,500,00
was advanced on November 23, 2003. On December 30, 2003, $2,000,000 was repaid
by certain third parities who received 1,333,333 shares in exchange for such
payment. At December 31, 2003, the outstanding balance on this facility was
$1,500,000.


                                       11
<PAGE>

CHESHIRE DISTRIBUTORS PRIOR TO JULY 2003

In April 2002 , Cheshire Distributors, Inc. (a shell corporation into which
Linsang Manufacturing, Inc. would later merge) issued three convertible notes
aggregating $734.166 in principal amount to Laurus Master Fund, Ltd., which was
at the time its controlling shareholder. The convertible notes were issued in
exchange for the assignment of certain promissory notes receivable.

LMIC RELATED PARTY TRANSACTIONS FROM 2002

On December 12, 2002 we executed a $200,000 Demand Note in favor of Ajit
Medhekar, a member of our board of Directors, in exchange for a $200,000 loan to
us. Interest is payable at 8% per annum. This note may be prepaid at any time,
upon at least 30 days notice to Mr. Medhekar. On January 21, 2004, Mr. Medhekar
accepted 66,667 shares of common stock in LMIC, in conjunction with the private
offering coordinated by Vertical Ventures, Inc. In return, his note was
amendment and restated for $100,000.


ITEM 13.  EXHIBITS.

14.1       LMIC, Inc. Code of Business Conduct and Ethics for Employees,
           Financial Officers and Senior Executives, approved by the Company's
           Board of Directors on April 2, 2004.

31.1       Certification of Chief Executive Officer and Chief Financial Officer
           pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
           Exchange Act, as amended

32.1       Certification of Chief Executive Officer and Chief Financial Officer
           pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002


                                       12
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

<TABLE>
<CAPTION>
                                                     2003                                  2002

<S>        <C>                            <C>                                      <C>
(1)        Audit Fees                     approximately  $ 105,000                 approximately $89,000

(2)        Audit Related Fees                        ----                                  ----

(3)        Tax Fees:                                 N/A                                 $16,400

(4)        All Other Fees                 approximately $12,900  for
                                            registration actions

(5)        Audit Committee                           ----                                  ----

(6)        Percentage of principal  accountant's  time in excess of 50% performed by non-employee: N/A
</TABLE>


                                       13
<PAGE>


                                   SIGNATURES

           In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: April 30, 2004
                                           LMIC, INC.
                                           BY: /S/ LUIS P. NEGRETE
                                               -------------------
                                           LUIS P. NEGRETE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                           ACTING CHIEF FINANCIAL OFFICER

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on April 30, 2004 by the following persons on
behalf of the Registrant and in the capacities.


<TABLE>
<CAPTION>
Signatures                                          Title
<S>                                                 <C>
/s/ Kwok Li                                         Chairman of the Board of Directors
---------------------
Kwok Li

/s/ Luis P. Negrete                                 Chief Executive Officer, President and Director
---------------------                               Acting Chief Financial Officer
Luis P. Negrete

/s/ Ajit R. Medhekar                                Director
---------------------
Ajit K. Medhekar

/s/ Barton Shigemura                                Director
---------------------
Barton Shigemura
</TABLE>


                                       14