<PAGE>

    As filed with the Securities and Exchange Commission on September 2, 2003

                                                       Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   LMIC, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                        84-1209978
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                      Identification Number)

                 6435 Virginia Manor Road, Beltsville, MD 20705
          (Address, including zip code of Principal Executive Offices)

                             2003 Stock Option Plan
               Agent Representation and Confidentiality Agreement
                            (Full Title of the Plans)

                                 Luis P. Negrete
                                    President
                             Chief Operating Officer
                                   LMIC, Inc.
                            6435 Virginia Manor Road
                              Beltsville, MD 20705
                                 (240) 264-8300
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                                    Copy to:
                             David N. Feldman, Esq.
                              Feldman Weinstein LLP
                              420 Lexington Avenue
                               New York, NY 10170
                                 (212) 869-7000
                            Telecopier (212) 997-4242

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------

                 Title of Securities                      Amount to        Proposed Maximum    Proposed Maximum      Amount of
                   to be Registered                     be Registered       Offering Price    Aggregate Offering  Registration Fee
                                                                             Per Share(3)           Price

----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                    <C>                    <C>               <C>

Common Stock $0.001 par value:

    Newly reserved under the 2003 Stock Option Plan    2,000,000 shares         $2.60             $5,200,000          $420.68
   (the "Option Plan")                                       (1)

   Newly issued to Affiliated Holdings Financial                                $2.60             $650,000            $52.59
   Group, Inc.                                       250,000 shares (2)

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

    Total:                                             2,250,000 shares         $2.60             $5,850,000          $473.27

</TABLE>

         (1)      This Registration Statement shall also cover any additional
                  shares of the Registrant's Common Stock that become issuable
                  under the Option Plan by reason of any stock dividend, forward
                  or reverse stock split, recapitalization or other similar
                  transaction effected without the receipt of consideration that
                  increases the number of the Registrant's outstanding shares of
                  Common Stock.

         (2)      These shares are issuable as compensation pursuant to the
                  Agent Representation and Confidentiality Agreement, dated as
                  of August 7, 2003, between the Registrant and Rod Whiton.

         (3)      Estimated solely for the purpose of computing the registration
                  fee required by Section 6(b) of the Securities Act pursuant to
                  Rules 457(c) and 457(h) under the Securities Act, based upon
                  the average between the high and low prices of the Common
                  Stock as reported on the Over the Counter Bulletin Board on
                  August 28, 2003.



                                       1
<PAGE>

                                   LMIC, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


Item 1. Plan Information.

         The documents containing the information specified in this Item 1 will
be delivered, sent or given to employees, officers, directors, consultants or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.


Item 2. Registration Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors, consultants or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are not being filed
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3. Incorporation of Documents by Reference.

         The following documents and information previously filed with the
Securities and Exchange Commission (the"Commission") by LMIC, Inc. (the
"Registrant") are hereby incorporated herein by reference:

         o        The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2002 filed with the Commission on
                  April 15, 2003 pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act");

         o        The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ended June 30, 2003 filed with the Commission on July
                  17, 2003 pursuant to the Exchange Act;

         o        The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ended March 31, 2003 filed with the Commission on May
                  20, 2003 pursuant to the Exchange Act;

         o        The Registrant's Current Report on Form 8-K filed with the
                  Commission on August 1, 2003 pursuant to the Exchange Act; and

         o        The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 10-SB/A filed
                  with the Commission on March 8, 1999, pursuant to Section
                  12(g) of the Exchange Act, including any amendment or report
                  filed for the purpose of updating such description.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act on or after the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold under this Registration Statement, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


Item 4. Description of Securities.

         The securities to be registered and offered are the shares of
Registrant's common stock, par value $.001 per share, which is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.


                                       2
<PAGE>

Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the
defense or settlement of any action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of an action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred.

         Section 102 of the DGCL allows a Delaware corporation to eliminate or
limit the personal liability of a director to the corporation or to any of its
stockholders for monetary damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in intentional misconduct or knowingly violates a law, (iii) authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section 174 of the DGCL or (iv) obtains an improper personal benefit. In
accordance with the DGCL, the Registrant's Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL as it may be amended, no
director shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.

         The Registrant maintains insurance covering its directors and officers
against certain liabilities incurred by them in their capacities as such,
including among other things, certain liabilities under the Securities Act of
1933, as amended.


Item 7. Exemption from Registration Claimed.

        Not applicable.


Item 8. Exhibits.

   Exhibit
    Number          Description
----------------  -------------------------------------------------------------
         4.1      Certificate of Amendment to the Certificate of Incorporation
                  of Cheshire Distributors, Inc. (which is incorporated herein
                  by reference to Exhibit A to the Registrant's Definitive
                  Information Statement filed with the Commission on June 18,
                  2003).

         4.2      Bylaws of Tamaron Oil & Gas, Inc. (which are incorporated
                  herein by reference to Exhibit 2.7 on Registrant's Form
                  10-SB/A filed July 3, 1996).

         4.3      2003 Stock Option Plan.

         5.1      Opinion of counsel as to legality of securities being
                  registered.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of Independent Accountants.



Item 9. Undertakings.

        (a)   The  undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.


                                       3
<PAGE>

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beltsville, State of Maryland, on this 28th day
of August 2003.


                   LMIC, INC.
                       /s/  LUIS P. NEGRETE
                   By: -------------------------------------------------
                       Luis P. Negrete
                       President, Chief Operating Officer and Director



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Luis P. Negrete , his or her true
and lawful agent, proxy and attorney-in-fact, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 together with all schedules and
exhibits thereto, (ii) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
therewith and (iii) take any and all actions that may be necessary or
appropriate to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 28, 2003:

<TABLE>
<CAPTION>
         Signatures                                 Title
------------------------- -------------------------------------------------------------------------------

<S>                       <C>
/s/  KWOK LI               Chairman of the Board of Directors, Chief Executive Officer and Director
-------------------------  (Principal Executive Officer)
 Kwok Li
/s/  LUIS NEGRETE
-------------------------  President, Chief Operating Officer and Director
 Luis Negrete
/s/  AJIT R. MEDHEKAR       Director
-------------------------
 Ajit R. Medhekar
/s/  BARTON SHIGEMURA      Director
-------------------------
 Barton Shigemura
/s/  ROGER CAVANAUGH       Controller and Treasurer
------------------------- (Principal Financial and Accounting Officer)
  Roger Cavanaugh
</TABLE>


                                       5
<PAGE>

   Exhibit
    Number          Description
----------------  -------------------------------------------------------------
         4.1      Certificate of Amendment to the Certificate of Incorporation
                  of Cheshire Distributors, Inc. (which is incorporated herein
                  by reference to Exhibit A to the Registrant's Definitive
                  Information Statement filed with the Commission on June 18,
                  2003).

         4.2      Bylaws of Tamaron Oil & Gas, Inc. (which are incorporated
                  herein by reference to Exhibit 2.7 on Registrant's Form
                  10-SB/A filed July 3, 1996).

         4.3      2003 Stock Option Plan.

         5.1      Opinion of counsel as to legality of securities being
                  registered.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of Independent Accountants.

                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 21283}]
{"company-data": {"conformed-name": "LMIC INC", "cik": "0000946283", "assigned-sic": "9995", "irs-number": "841209978", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108495", "film-number": "03880757"}, "business-address": {"street1": "135 WEST 50TH STREET", "street2": "SUITE 1700", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "9156821761"}, "mail-address": {"street1": "211 WEST WALL", "city": "MIDLAND", "state": "TX", "zip": "79701"}, "former-company": [{"former-conformed-name": "CHESHIRE DISTRIBUTORS INC", "date-changed": "20000419"}, {"former-conformed-name": "PACIFIC DEVELOPMENT CORP", "date-changed": "19960325"}, {"former-conformed-name": "TAMARON OIL & GAS INC /CO/", "date-changed": "19950606"}]}
As filed with the Securities and Exchange Commission on September 2, 2003

                                                       Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   LMIC, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                        84-1209978
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                      Identification Number)

                 6435 Virginia Manor Road, Beltsville, MD 20705
          (Address, including zip code of Principal Executive Offices)

                             2003 Stock Option Plan
               Agent Representation and Confidentiality Agreement
                            (Full Title of the Plans)

                                 Luis P. Negrete
                                    President
                             Chief Operating Officer
                                   LMIC, Inc.
                            6435 Virginia Manor Road
                              Beltsville, MD 20705
                                 (240) 264-8300
    (Name, address, including zip code, and telephone number, including area
                          code, of agent for service)

                                    Copy to:
                             David N. Feldman, Esq.
                              Feldman Weinstein LLP
                              420 Lexington Avenue
                               New York, NY 10170
                                 (212) 869-7000
                            Telecopier (212) 997-4242

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------

                 Title of Securities                      Amount to        Proposed Maximum    Proposed Maximum      Amount of
                   to be Registered                     be Registered       Offering Price    Aggregate Offering  Registration Fee
                                                                             Per Share(3)           Price

----------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value:

    Newly reserved under the 2003 Stock Option Plan    2,000,000 shares         $2.60             $5,200,000          $420.68
   (the "Option Plan")                                       (1)

   Newly issued to Affiliated Holdings Financial                                $2.60             $650,000            $52.59
   Group, Inc.                                       250,000 shares (2)

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

    Total:                                             2,250,000 shares         $2.60             $5,850,000          $473.27
(1)      This Registration Statement shall also cover any additional
                  shares of the Registrant's Common Stock that become issuable
                  under the Option Plan by reason of any stock dividend, forward
                  or reverse stock split, recapitalization or other similar
                  transaction effected without the receipt of consideration that
                  increases the number of the Registrant's outstanding shares of
                  Common Stock.

         (2)      These shares are issuable as compensation pursuant to the
                  Agent Representation and Confidentiality Agreement, dated as
                  of August 7, 2003, between the Registrant and Rod Whiton.

         (3)      Estimated solely for the purpose of computing the registration
                  fee required by Section 6(b) of the Securities Act pursuant to
                  Rules 457(c) and 457(h) under the Securities Act, based upon
                  the average between the high and low prices of the Common
                  Stock as reported on the Over the Counter Bulletin Board on
                  August 28, 2003.

                                       1
LMIC, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1. Plan Information.

         The documents containing the information specified in this Item 1 will
be delivered, sent or given to employees, officers, directors, consultants or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.

Item 2. Registration Information and Employee Plan Annual Information.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors, consultants or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Commission and the instructions to Form S-8, such documents are not being filed
with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference.

         The following documents and information previously filed with the
Securities and Exchange Commission (the"Commission") by LMIC, Inc. (the
"Registrant") are hereby incorporated herein by reference:

         o        The Registrant's Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2002 filed with the Commission on
                  April 15, 2003 pursuant to the Securities Exchange Act of
                  1934, as amended (the "Exchange Act");

         o        The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ended June 30, 2003 filed with the Commission on July
                  17, 2003 pursuant to the Exchange Act;

         o        The Registrant's Quarterly Report on Form 10-QSB for the
                  quarter ended March 31, 2003 filed with the Commission on May
                  20, 2003 pursuant to the Exchange Act;

         o        The Registrant's Current Report on Form 8-K filed with the
                  Commission on August 1, 2003 pursuant to the Exchange Act; and

         o        The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 10-SB/A filed
                  with the Commission on March 8, 1999, pursuant to Section
                  12(g) of the Exchange Act, including any amendment or report
                  filed for the purpose of updating such description.

         In addition, all documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act on or after the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold under this Registration Statement, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

         The securities to be registered and offered are the shares of
Registrant's common stock, par value $.001 per share, which is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

                                       2
Item 6. Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that any such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A Delaware corporation may indemnify officers and
directors against expenses (including attorneys' fees) in connection with the
defense or settlement of any action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of an action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which such
officer or director actually and reasonably incurred.

         Section 102 of the DGCL allows a Delaware corporation to eliminate or
limit the personal liability of a director to the corporation or to any of its
stockholders for monetary damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of loyalty
to the corporation or its stockholders, (ii) fails to act in good faith, engages
in intentional misconduct or knowingly violates a law, (iii) authorizes the
payment of a dividend or approves a stock purchase or redemption in violation of
Section 174 of the DGCL or (iv) obtains an improper personal benefit. In
accordance with the DGCL, the Registrant's Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL as it may be amended, no
director shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director.

         The Registrant maintains insurance covering its directors and officers
against certain liabilities incurred by them in their capacities as such,
including among other things, certain liabilities under the Securities Act of
1933, as amended.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

   Exhibit
    Number          Description
----------------  -------------------------------------------------------------
         4.1      Certificate of Amendment to the Certificate of Incorporation
                  of Cheshire Distributors, Inc. (which is incorporated herein
                  by reference to Exhibit A to the Registrant's Definitive
                  Information Statement filed with the Commission on June 18,
                  2003).

         4.2      Bylaws of Tamaron Oil & Gas, Inc. (which are incorporated
                  herein by reference to Exhibit 2.7 on Registrant's Form
                  10-SB/A filed July 3, 1996).

         4.3      2003 Stock Option Plan.

         5.1      Opinion of counsel as to legality of securities being
                  registered.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of Independent Accountants.

Item 9. Undertakings.

        (a)   The  undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.

                                       3
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beltsville, State of Maryland, on this 28th day
of August 2003.

                   LMIC, INC.
                       /s/  LUIS P. NEGRETE
                   By: -------------------------------------------------
                       Luis P. Negrete
                       President, Chief Operating Officer and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Luis P. Negrete , his or her true
and lawful agent, proxy and attorney-in-fact, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 together with all schedules and
exhibits thereto, (ii) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
therewith and (iii) take any and all actions that may be necessary or
appropriate to be done, as fully for all intents and purposes as he or she might
or could do in person, hereby approving, ratifying and confirming all that such
agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or
cause to be done by virtue thereof.

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of August 28, 2003:
Signatures                                 Title
------------------------- -------------------------------------------------------------------------------
/s/  KWOK LI               Chairman of the Board of Directors, Chief Executive Officer and Director
-------------------------  (Principal Executive Officer)
 Kwok Li
/s/  LUIS NEGRETE
-------------------------  President, Chief Operating Officer and Director
 Luis Negrete
/s/  AJIT R. MEDHEKAR       Director
-------------------------
 Ajit R. Medhekar
/s/  BARTON SHIGEMURA      Director
-------------------------
 Barton Shigemura
/s/  ROGER CAVANAUGH       Controller and Treasurer
------------------------- (Principal Financial and Accounting Officer)
  Roger Cavanaugh
5
Exhibit
    Number          Description
----------------  -------------------------------------------------------------
         4.1      Certificate of Amendment to the Certificate of Incorporation
                  of Cheshire Distributors, Inc. (which is incorporated herein
                  by reference to Exhibit A to the Registrant's Definitive
                  Information Statement filed with the Commission on June 18,
                  2003).

         4.2      Bylaws of Tamaron Oil & Gas, Inc. (which are incorporated
                  herein by reference to Exhibit 2.7 on Registrant's Form
                  10-SB/A filed July 3, 1996).

         4.3      2003 Stock Option Plan.

         5.1      Opinion of counsel as to legality of securities being
                  registered.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of Independent Accountants.

                                       6