U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                   FORM 10-QSB


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

     For the quarterly period ended June 30, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from                to
                                    --------------    ---------------

                        Commission File No. 000-26695

                              MICHELEX CORPORATION
                            --------------------
              (Name of Small Business Issuer in its Charter)

          UTAH                                87-0636107
          ----                                ----------
(State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
incorporation or organization)

                                63 Trade Road
                           Massena, New York 13662
                           -----------------------
                 (Address of Principal Executive offices)

                 Issuer's Telephone Number: (315) 769-6616


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

     Yes       No
          ---      ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

                                 14,205,964

                                May 14, 2004


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
     The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant
for the periods then ended.


                              MICHELEX CORPORATION


                          Index to Financial Statements






      Consolidated Balance Sheets                                  F-3 - F-4

      Consolidated Statements of Operations                        F-5

      Consolidated Statements of Cash Flows                        F-6 - F-7

      Notes to Consolidated Financial Statements                   F-8 - F-13














                                       2
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS(UNAUDITED)



                                                    June 30,     December 31,
                                                       2004             2003
                                                ------------   -------------


                           ASSETS


Current assets:
     Cash                                       $     41,045   $     225,825
     Accounts receivable                           2,971,769       3,575,495
     Accounts receivable - related party             944,314         760,748
     Inventory, net                                2,040,063       2,446,633
     Restricted cash                                 120,954              --
     Prepaid expenses and income taxes               546,631         160,840
                                                ------------   -------------

         Total current assets                      6,664,776       7,169,541

Fixed assets - net of accumulated depreciation
     and amortization of $20,891,634 and
     $20,318,859, respectively                     9,089,519       9,573,153

Other assets:
     Land and building held for investment           148,429         148,429
     Loans receivable - related party                 90,397          90,772
     Other assets                                    163,744         286,730
     Deferred taxes                                1,101,666         622,509
                                                ------------   -------------

         Total assets                            $17,258,531     $17,891,134
                                                 ===========     ===========


See notes to consolidated financial statements


                                      F-3
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                   June 30,        December 31,
                                                      2004                2003
                                              -------------       -------------


   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

     Note payable to bank                       $ 2,573,311         $ 2,724,291
     Current portion of long-term debt              723,811             755,646
     Current portion of capital leases              497,031             528,385
     Accounts payable                             3,156,541           3,720,150
     Accrued expenses                               446,725             468,324
     Payroll taxes payable                          430,868             146,987
                                              -------------       -------------

         Total current liabilities                7,828,287           8,343,783

Other liabilities:
     Long-term debt less current maturities       5,942,104           5,448,912
     Note payable - officers                        542,979             385,979
     Capital leases less current maturities         710,550             889,597
     Note payable - related parties                 316,177             199,997
                                              -------------       -------------

      Total liabilities                          15,340,097          15,268,268
                                              -------------       -------------

Commitments and contingencies

Shareholders' equity
     Common stock - $.001 par value,
         100,000,000 shares authorized,
         13,390,000 and 12,990,000 shares
         issued and outstanding, respectively        13,390              12,990
     Additional paid-in-capital                     258,119               4,850
     Retained earnings                            1,646,925           2,605,026
                                              -------------       -------------

         Total shareholders' equity               1,918,434           2,622,866
                                              -------------       -------------

Total liabilities and shareholders' equity      $17,258,531         $17,891,134
                                                ============        ===========



See notes to consolidated financial statements


                                      F-4
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Six Months         Four Months     Three Months
                                                   Ended                  Ended            Ended
                                                   June 30,             June 30,         June 30,
                                                    2 0 0 4             2 0 0 3          2 0 0 4            2 0 0 3
                                                ------------        ------------      -----------       -----------

                                             <c>                 <c>               <c>               <c>
Net sales - unrelated parties                     $8,091,846          $7,230,869       $3,794,297        $5,315,400
Net sales - related parties                          187,579             281,464          157,366           244,858
                                                ------------        ------------      -----------       -----------

Net sales                                          8,279,425           7,512,333        3,951,663         5,560,258
Cost of goods sold                                 5,320,626           4,588,804        2,593,520         3,399,659
                                                 -----------         -----------      -----------       -----------

Gross profit                                       2,958,799           2,923,529        1,358,143         2,160,599
                                                 -----------         -----------      -----------       -----------

Operating expenses:
   Selling and shipping                              162,453             134,330           97,577            63,048
   General and administrative                      3,272,186           2,376,534        1,570,415         1,813,683
   Depreciation                                      613,188             464,690          308,730           348,059
                                                 -----------          ----------       ----------        ----------

         Total operating expenses                  4,047,827           2,975,554        1,976,722         2,224,790
                                                 -----------         -----------      -----------       -----------
(Loss) income before other
   income (expense) and income taxes              (1,089,028)            (52,025)        (618,579)          (64,191)
                                                -------------      --------------    -------------    --------------

Other income (expense):
   Other income                                       80,738              65,572           43,310            61,258
   Interest expense, net                            (437,551)           (245,589)        (226,741)         (180,836)
   Gain on sale of assets                              5,000                 911            5,000                --
   Net gain (loss) from rental properties              3,583              (4,342)          14,503            (3,555)
                                             ---------------      ---------------   -------------     --------------

         Other income (expenses)                    (348,230)           (183,448)        (163,928)         (123,133)
                                               --------------       -------------    -------------      ------------

Loss before income taxes                          (1,437,258)           (235,473)        (782,507)         (187,324)

Income tax (benefit)                                (479,157)            (84,299)        (375,190)          (72,261)
                                               --------------      --------------    -------------     -------------

Net loss                                       $    (958,101)       $   (151,174)    $   (407,317)    $    (115,063)
                                               ==============       =============    =============    ==============

Weighted shares outstanding:
  Primary and diluted                             13,244,945          12,990,000       13,390,000        12,990,000

Earnings per share:
  Primary and diluted                     $             (.07)   $           (.01)$           (.03) $           (.01)


</TABLE>







See notes to consolidated financial statements

                                      F-5
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  Six Months Ended                Four Months Ended
                                                                        June 30,                   June 30,
                                                                         2 0 0 4                         2 0 0 3
                                                                         -------                         -------

                                                                <c>                                <c>


CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                             $ (958,101)                      $ (151,174)
   Adjustments to reconcile net loss to net
      cash used by operating activities:
      Depreciation and amortization                                        613,188                          476,864
      Financial consulting fees                                             33,333                               --
      Deferred taxes                                                      (479,157)                         (89,598)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
      Accounts receivable                                                  420,160                          (45,524)
      Inventory                                                            406,570                          (31,576)
      Prepaid expenses and other current assets                           (286,034)                           4,076
      Other assets                                                         122,986                           (8,721)
      Accounts payable                                                    (563,609)                         435,257
      Accrued expenses and taxes                                           262,282                          226,323
                                                                       -----------                      -----------

NET CASH FLOWS FROM OPERATING ACTIVITIES                                  (428,382)                         815,927
                                                                       -----------                      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of fixed assets                                            (129,554)                         (87,970)
                                                                       ------------                    -------------

NET CASH FLOWS FROM INVESTING ACTIVITIES                                  (129,554)                         (87,970)
                                                                       ------------                   --------------

See notes to consolidated financial statements

                                      F-6
</TABLE>

<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Six Months Ended                Four Months Ended
                                                                        June 30,                   June 30,
                                                                         2 0 0 4                         2 0 0 3
                                                                         -------                         -------

                                                                <c>                                <c>

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term debt                                          $ (549,044)                     $ (414,211)
   Proceeds from long-term debt                                            800,000                              --
   Net borrowings from loan payable                                       (150,980)                       (262,783)
   Net borrowings from loans to related parties                            273,180                          17,429
                                                                        ----------                     -----------

NET CASH FLOWS BY FINANCING ACTIVITIES                                     373,156                        (659,565)
                                                                        ----------                      -----------

NET CHANGE IN CASH                                                        (184,780)                         68,392

CASH AT BEGINNING OF PERIOD                                                225,825                         265,556
                                                                        ----------                      ----------

CASH AT END OF PERIOD                                                   $   41,045                       $ 333,948
                                                                        ==========                       =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Income taxes paid                                                     $ 392,243                       $ 238,336
                                                                         =========                       =========

   Interest paid                                                      $        380                    $        380
                                                                      ============                    ============

NONCASH INVESTING AND FINANCING ACTIVITIES:
   Financial consulting fees through issuance of
      common stock                                                       $ 100,000                  $           --
                                                                         =========                  ==============

Legal consulting fees through issuance of options
   to purchase common stock                                              $ 153,669                  $           --
                                                                         =========                  ==============


</TABLE>









See notes to consolidated financial statements.


                                      F-7
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JUNE 30, 2004 (UNAUDITED)






NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

In the opinion of management, the accompanying financial statements of Michelex
Corporation ("Michelex") contain all adjustments necessary to present fairly the
Company's financial position as of June 30, 2004 and December 31, 2003, the
results of operations and cash flows for the periods ended June 30, 2004 and
2003.

The results of operations for the periods ended June 30, 2004 and 2003 are not
necessarily indicative of the results to be expected for the full year.

Except as stated below, the accounting policies followed by the Company are set
forth in Note 1 to the Company's financial statements included in its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2003.

Restricted Cash

Restricted cash is comprised of funds which have been collected through a
lockbox. These funds are used solely to pay down the credit line. These funds
are not available to the Company for any other purpose.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the
current period presentation.


                                      F-8
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JUNE 30, 2004 (UNAUDITED)



NOTE 2 - COMMITMENTS

During the 2003 fiscal year, Michele Audio Corporation of America (the
"Company") entered into a Consulting Agreement with Investor Relations Services,
Inc., a Delaware corporation whose address is 120 Flagler Avenue, New Smyrna
Beach, Florida and simultaneously a Personal Services Agreement with Mr. Charles
Arnold located at 2 Spur Lane, Rolling Hills, California. The agreements were
effective June 1, 2003 and they both expire on May 31, 2004. The agreements
called for certain services, which are enumerated in the agreements, to be
provided by Mr. Arnold and Investor Relations Services for the benefit of the
Company. As compensation for these services the Company agreed to issue both
Investor Relations Services and Mr. Arnold preferred shares of stock in Michele
Audio Corporation of America. Additionally, the preferred shares were to have
conversion rights allowing Mr. Arnold and Investor Relations Services, Inc. each
to convert their preferred shares to 4.9% undiluted of the common stock issued
and outstanding following the first round of financing after the Company became
a public entity. It was further agreed the stock when issued would be restricted
pursuant to Rule 144.

In March of 2004 Mr. Arnold and Investor Relations Services filed for
arbitration, as called for in the agreements, against Michelex Corporation
claiming they have not been compensated as called for in the agreements. The
Company responded indicating that Michelex Corporation was not a party to the
agreement and was therefore not bound to the arbitration and the filing was
dismissed. The Company among other defenses contends that neither Mr. Arnold nor
Investor Relations Services, Inc. provided the quantity or quality of services
contemplated under the agreements and intends to vigorously defend its position.



                                      F-9

<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JUNE 30, 2004 (UNAUDITED)




NOTE 3 - SECOND MORTGAGE ON UTAH PROPERTY

In January 2004, the Company obtained a second mortgage totaling $800,000 on its
Utah facilities from a mortgage lender. The Company is required to make interest
only payments at the rate of 9% for 18 months, at which time, the mortgage is
due.

NOTE 4 - FINANCIAL CONSULTING AGREEMENT

In March 2004, the Company entered into an agreement with an unrelated party
which is to provide financial consulting services to the Company for one year.
Fees for the services are comprised of 400,000 shares of the Company's common
stock which the Company has valued at $100,000, the market value of the shares
on the date of the agreement.

NOTE 5 - FINANCIAL ADVISORY AGREEMENT

In March 2004, the Company entered into a financial advisory agreement with an
investment banking firm. The financial advisory services to be rendered include
capital raising and business acquisition and sale. The fees for these services
are to be based upon a schedule as set out in the agreement as services are
performed.

NOTE 6 - AMENDMENT TO CREDIT LINE

In April 2004, the revolving note agreement with Wells Fargo Business Credit
Line, Inc. was amended. The amendment changed certain of the provisions of the
agreement including the formula used to calculate the funds available to be
borrowed. In addition, certain default charges were settled. The Company
estimates that an additional $200,000 to $400,000 was made available to the
Company as a result of the amendment.

                                      F-10
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JUNE 30, 2004 (UNAUDITED)



NOTE 7 - LEGAL CONSULTING AGREEMENT

In June 2004, the Company entered into an agreement with an unrelated party
which is to provide legal services through June 2005. Fees for these services
are comprised of options to purchase 1,100,000 shares of the Company's common
stock at an exercise price of the lesser of par value or $0.0001 per share. The
agreement calls for 650,000 of the shares to be registered under form S-8 and
the remaining 450,000 shares are restricted shares. Additionally, the agreement
calls for the Company to issue options to purchase an additional 666,666 shares
at an exercise price of $0.15 per share. These options will also be registered
under Form S-8. In July 2004, the option to purchase 666,666 shares of the
Company's common stock was exercised. Proceeds from the exercise totaled
$100,000.

NOTE 8 - JOSEPH STEVENS FINANCIAL CONSULTING AGREEMENT

In June 2004, the Company entered into a one year financial consulting agreement
with Joseph Stevens & Company. In exchange for the financial consulting services
to be rendered, Joseph Stevens will receive either an option to purchase
restricted shares totaling 5% of the issued and outstanding shares or an option
to purchase free trading shares totaling 5% of the issued and outstanding shares
at an exercise price of $.15 per share. The shares are subject to specified
lock-up restrictions. In addition, Joseph Stevens is entitled to a fee in the
event of a merger or acquisition.







                                      F-11
<PAGE>



                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2004




NOTE 9 - SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                                          Michelex
                                                     Michele            Michelex             Media
                                                     Audio              Plastics          Products          Total
<S>                                                 <C>                <C>                 <C>            <C>
Six months ended June 30, 2004

   Net sales                                         $2,218,138         $ 5,451,605          $609,682      $  8,279,425
   Net loss                                            (112,311)         (1,112,750)          266,960          (958,101)
   Segment assets                                     6,213,376          10,747,201           297,954        17,258,531

Four months ended June 30, 2003

   Net sales                                         $2,011,136        $  5,109,353          $391,744      $  7,512,233
   Net loss                                             (73,253)           (185,322)          107,401          (151,174)
   Segment assets                                     6,212,080          11,843,882           341,119        18,397,081

</TABLE>
NOTE 10 - DEPOSIT ON EQUIPMENT

In July 2004, The Company entered into a sale agreement for the sale of certain
of its equipment located in the Utah facilities for $675,000. The Company
received $300,000 as a deposit on equipment. Upon the sale of the equipment by
the distributor, the Company will receive the balance of the proceeds. If the
distributor cannot sell the equipment, the Company would be required to refund
the deposit.


                                      F-12
<PAGE>


                              MICHELEX CORPORATION
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JUNE 30, 2004 (UNAUDITED)



NOTE 11 - TERMINATION OF CAPITAL LEASE

In July 2004, the Company and the lessor of its Ogdensburg facilities reached an
agreement whereby the lessor agreed to terminate the lease. The Company will be
required to make the May and June lease payments prior to the termination of the
lease. The Company had recorded the lease as a capital lease. The termination of
the lease will result in a loss of $31,895.

NOTE 12 - PROPOSED OFFERING OF SECURED CONVERTIBLE DEBENTURES

In August 2004, the Company agreed to issue $150,000 of 12% Secured Convertible
Debentures ("Convertible Debentures"). The Convertible Debentures will be due in
September 2005 and may be prepaid in whole at any time after giving 20 days
advance notice. The holders of the Convertible Debentures may elect at any time
to convert the principle balance due into shares of the Company's common stock
at the lesser of $.1875 per share or 75% of the current market price at
conversion. The Convertible Debentures are to be secured by a second security
interest in all the Company's assets.

NOTE 13 - PROPOSED PRIVATE PLACEMENT OF 5% CONVERTIBLE DEBENTURES

In July 2004, the Company agreed to issue between $200,000 and $1,000,000 of 5%
Convertible Debentures ("5% Debentures"). The 5% Debentures are automatically
convertible into non-restricted common stock of the Company on the second
anniversary date of issuance at a discount of 35% to the market price of the
Company's common stock. The 5% Debentures are secured by 3 shares of restricted
stock for each non-restricted share to be issued.




                               F-13
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
        ---------------------------------------------------------

Plan of Operation.
------------------
       Based on a critical review of the Company's operations performed by
management during the fourth quarter of 2003, management developed a turnaround
plan designed to return the Company to profitability. During the first six
months of 2004, management has initiated several of the strategies enumerated in
the Company's plan of operation which is summarized in the following pages. An
integral part of management's review included an evaluation of the Company's
strengths that could be employed in the execution of the turnaround plan. The
Company's strengths identified by management include:

     *  a loyal and diverse customer base;

     *  infrastructure capable of producing, importing and selling at more than
        double the current volumes;

     *  well established channels of distribution;

     *  management and technical personnel with a broad base of diverse industry
        experience;

     *  a diverse and well established network of industry contacts, vendors and
        suppliers; and

     *  a broad range of products with strong market demand.

     To facilitate the Company's return to profitable operations, management's
turnaround plan for the 2004 fiscal year included the following strategies:

     *  Increase the percent of import products in the overall product mix;

     *  Improve profit margins on low margin products;

     *  Focus financial and operational resources on high margin products;

     *  Increase sales to existing customers through cross selling of products;

     *  Implement divisional sales plans to increase sales to new customers;

     *  Reduce operating expenses through increased operational efficiencies;

     *  Optimize asset utilization through diversification and disposition
         of non-productive assets; and

     * Maximize the utility of technology-based operational and sales tools.

     Each of these strategies is discussed in greater detail below as they apply
to each of the Company's three divisions. The elements of the plan incorporate
fundamental business practices; however, the success of the plan depends on the
implementation and monitoring of each strategy and the success of management in
securing sufficient working capital and import letters of credit to facilitate
the plan.

Michelex Plastics Division.
---------------------------
     The Michelex Plastic Division imports, manufactures and sells plastic
injection molded media packaging products. This is the largest of the three
divisions in terms of revenues, personnel, and infrastructure. Actual revenues
for this division accounted for 71.2%, 65.1%, and 66.4% of the total company
revenues for the 12 month periods ended February 28, 2002, February
28, 2003 and December 31, 2003 respectively. Revenues for this division in the
first six months of 2004 accounted for 64.5% of total sales. Given the relative
size of this division and the impact it has on the overall Company, returning it
to profitability is a key objective of the Company's turnaround plan. Following
is a brief description of the strategic elements of the plan devised for the
Michelex Plastics Division.

     Increase Product Imports. Although management identified the benefits of
augmenting domestically produced products with a balance of imported products
years ago. However, since 1999, a period in which raw material prices and
production related expenses have increased dramatically, import product sales
have declined from approximately 32.9% of the plastic division sales for the 12
months ended February 28, 2000 to approximately 24.5% of the plastic division
sales for the 12 months ended December 31, 2003. Typically the imported products
are specialty items that sell for higher prices per piece, require minimal
additional expense by the Company, and produce higher profit margins.

     Management believes increasing the amount of import products as a percent
of the total Michelex Plastic Division sales is one of the most critical
elements of the Company's overall turnaround strategy. For the 12 months January
through December, 2004, the Company has projected total product sales of
approximately $15,042,800 for this division. This represents an increase of
approximately 10.8% as compared to the same period for 2003. Of this increase,
73.7% is from import product sales. Management has projected import product
sales will constitute approximately 25.8% of the total division product sales
for the 12 months ending December 31, 2004.

     The advantage of import products varies within each product line of this
division. Management has focused on changing the mix of imports and domestically
produced products on the product lines where it believes the most benefit can be
derived.

     The most significant changes have been made in the Jewel Box and Tray
product lines. Production of domestically produced Jewel Boxes and Trays are
forecasted to decrease, while imported pieces are projected to increase. The
projected declines in pieces of import C-0's and domestically produced Norelco
Boxes are the result of a shrinking market for these products. Management has
projected a small growth in Video boxes (3.4%) for 2004 due to the declining
overall market. However, the Company is currently evaluating an opportunity that
could result in a dramatic increase in domestically produced Video Box sales.

     The significant projected increase in the domestically produced C-Shell
product line is based on a strong market demand for the product. To meet the
current demand the Company has ordered and will take delivery of two new molds
in the first and second quarters of 2004 to enhance production.

     Within the DVD product line management has projected an increase of both
domestically produced pieces and imported pieces. As with the C-Shell product
line, demand for the DVD boxes remains strong. The Company plans to maximize the
production capacity of the one DVD mold it currently owns during 2004. The DVD
boxes the Company imports are being produced on molds owned by Michelex. The
cost of these molds is being amortized in the cost of the imported pieces
purchased. It is anticipated this cost will be completely amortized in the third
quarter of 2004 and the cost of imported DVD Boxes will drop significantly. No
adjustment has been made in the projections to reflect the impact of this
change. Management is confident that with import letters of credit available,
the Company has the infrastructure and resources in place to effect the
projected changes.

     Increase Product Prices. A preliminary review of customer pricing in
conjunction with a recent review of domestic and import product costs has
indicated the need to selectively implement a price increase. Given the nature
of the Company's existing customer base, management believes an across the board
price increase on all products to all customers is not feasible. Management has
initiated a program to review each customer to determine the
cross section of products the customer purchases, the volume purchased of each
product line and the customer's current pricing structure. Price increases will
be based on the results of this review. Price increases have already been
initiated on several customers, including two of the Company's largest
customers. In conjunction with the price increase program, new guidelines have
been established for new customer product pricing and two new accounts have been
acquired at significantly better pricing than has been historically achieved.
Management has included modest price increases in the sales projections for
certain product lines.

     Increase Sales to Existing Accounts.   In conjunction with the customer
file review noted above, each customer file is being reviewed for the potential
to sell additional product lines from the plastic division as well as products
from the other divisions. Management believes this will prove to be an efficient
and cost effective tool to generate additional sales and promote improved
customer relations. An important aspect of this and the other strategies related
to increasing sales is a constant supply of all product lines. This aspect ties
directly into the revisions of the import and production strategies.

     Increase Sales Through New Business. Included as integral elements of this
turnaround plan are the addition of two new sales staff positions, production of
a new product catalog, upgrades to the Company's website, additional media
advertising and trade show related expenses. The primary focus of these
positions will be the acquisition of new accounts. Additionally, the Company is
currently evaluating the feasibility and cost effectiveness of diversifying and
domestically producing two new specialty products for two large retailers.

     Reduce Production Related Expenses.  Management is continually in the
process of reviewing the Company's production operations and the costs
associated with these operations. Increasing costs, especially in the areas of
raw materials (primarily polystyrene), freight expense and insurance coverage
coupled with increasing cash flow constraints have negatively impacted the
Company's ability to maintain efficient production operations. Although
polystyrene prices are projected to continue to increase, management believes
reducing inefficiencies in operations coupled with a consistent supply of
polystyrene will result in reductions in the total cost per unit of the
Company's domestically produced products in 2004.

     Management's plan contemplates a reduction in the number of units of
certain domestically produced products, securing a consistent supply, grade and
quality of raw materials, and closer monitoring of the production processes.
Management is continuing to monitor and evaluate the potential for future
increases in the cost of styrene. In conjunction with this, management is also
evaluating the feasibility and cost of importing a percentage of the standard
jewel box and tray requirements that are currently produced domestically.
Importing a portion of these product lines will reduce the Company's exposure to
availability and price fluctuations of styrene and increasing production related
expenses. Additionally, reducing the number of domestically produced units would
enable the Company to contract and consolidate its production operations and
concentrate on producing higher margin products (such as C-Shells and DVD Boxes)
thereby optimizing the cost per unit of the remaining domestically produced
products.

     Reduce and Control Sales and Administrative Expenses. Management is
currently in the process of reviewing all sales, general and administrative
expenses. The Company intends to consolidate certain overlapping administrative
functions within the divisions and streamline its financial and management
reporting processes. The purpose of this review is not to arbitrarily eliminate
expenses but rather to improve the productivity for the resources expended on
these functions. This is especially true with respect to the sales and marketing
expenses where management has projected increased expenses for fiscal 2004 to
add additional personnel and increase media
exposure. Management believes it is important for the Company to re-establish
itself as a reliable supplier of quality products within the media packaging
industry with existing, previous and new customers.

     Optimize Asset Utilization. Although the Company has a substantial asset
base, several of the assets are not currently generating revenues for the
Company. Management has initiated a review of all of the Company's assets and
will evaluate each one with respect to its potential to profitably generate
revenues. Thus far, management has identified three properties that are being
considered for disposition. Selling these three parcels could reduce the
Company's total debt by approximately 10 to 15 percent and also enhance cash
flow. Management is fairly confident two of three properties can be disposed of.
However, the third parcel is located in Salt Lake City and may be more difficult
to sell in the immediate future. The premises are leased however, and the lease
payments help offset the carrying costs of the facility. The Company is also
evaluating the feasibility and cost effectiveness of selling certain of its
current production assets and replacing them with newer, more efficient and less
labor-intensive equipment.

Michele Audio Division.
-----------------------

     This division is involved primarily in the duplication and packaging of
music and spoken word communication products.  During the fiscal year ended
February 28, 2003 this division accounted for approximately 34.5% of the total
company sales. For the 12 months ended December 31, 2003, this declined to
approximately 28.0% of total company sales, a level that more accurately
reflects recent historical sales. The elements of the turnaround strategy for
this division are in many ways similar to those proposed for the Michelex
Plastics Division and are described below.

     Revise The Divisions Product Mix.  This is the single most important
element of this division's turnaround strategy.  Historically the principal
product line for this division has been cassette-based products.  For the 12
months ended February 28, 2002; February 28, 2003; and December 31, 2003,
cassette-based products have accounted for 83.3%, 79.9%, and 72.5% respectively
of the total division sales. Although management identified the changing market
dynamics several years ago, the Company did not aggressively pursue the CD and
DVD market segments.

     During 2004, the Company has adopted a strategy to aggressively pursue the
CD and DVD market segments and has projected an increase of approximately 23.5%
in CD/DVD product sales for the 12 months ending December 31, 2004, as compared
to actual sales for the same period ending December 31, 2003. No increase was
projected for cassette-based sales. Management has established 2004 as the base
year for aggressively initializing this shift in product mix and contemplates
the 2005 fiscal year will involve a far more dramatic shift in the product mix.
The items discussed in the next paragraph are an integral part of this overall
strategy.

     Increase New Customer Accounts.  In order to achieve the objectives set
forth in the previous paragraph it is imperative that the Company initiates a
sales and marketing program to aggressively pursue new accounts in the CD and
DVD marketplace. The Division is currently in the process of restructuring its
catalog and updating the Company's website to emphasize the Company's CD and DVD
replicating and packaging capabilities. Additionally management is currently
interviewing candidates for two new sales positions, one each on the East and
West coast to specifically pursue new accounts. Management believes it can also
use the reputation it has established as a high-speed quality replication and
packaging source for cassette products as an effective marketing tool in this
strategy.

     Increase Product Pricing. Simultaneously with the review of the Plastics
division customer base previously discussed, management initiated a review of
the Audio division customer account base. To date, price increases have been
obtained from several existing Audio division accounts. Management believes
there may also be another opportunity on the horizon for cassette-based
products. Although the market for these products is shrinking, so is the source
of reliable quality suppliers. Although this may be a short duration
opportunity, it could prove to be a profitable source of revenue during the
transition period.

     Reduce and Control Production and Operating Expenses. Management is in the
process of revising and implementing changes for controlling, monitoring and
reporting cost and production data. Additionally, the Company is reviewing its
production scheduling process to more efficiently and cost-effectively
facilitate the production of customer orders. As with the plastics division,
management is reviewing all administrative functions to eliminate duplication
and overlap with other divisions.

     Management believes the turnaround strategies applicable to the Michele
Audio Division are going to be the most difficult to successfully implement and
integrate into the Company's operations. Although the Company has
experience in CD replication and packaging, this element of the strategy is the
most aggressive in terms of changing existing operation strategies and deviation
from existing business practices within this division.

Michelex Media Products Division.
---------------------------------

     This division began operations in February, 2003, when Michele Audio
Corporation took over the operations of the Enpack Company. Since that time,
this division has been the fastest growing and most profitable division of the
Company. This division's products consist primarily of paper, vinyl, tyvek and
board mailer-based media packaging products for use with CD and DVD media.
Although the strategies outlined below are not technically categorized as
turnaround strategies for this division, they are an integral part of the
overall corporate turnaround plan.

     Increase Website Related Sales.  The Company has contracted a website
design Company to assist in designing and implementing an upgrade to the
Company's website and its links to other websites. Various market survey data
reviewed by the Company and contact with new and existing customers have
indicated the website is a very effective tool in this segment of the media
packaging industry. The Company contemplates the website will be fully
functional by the end of the second quarter 2004 and has projected sales
generated through this venue will constitute approximately 27.8% of the total
projected sales for 2004.

     Continue the Growth of Wholesale Sales. Management is confident the growth
in this area will continue. Demand for the product remains strong and the
Company believes it can successfully cultivate additional business from its
existing customer base in the other two divisions as well as pursue new
customers. Additionally, management has projected adding two additional
personnel in the sales department, allocated resources to create a new product
catalog, and projected an increase in advertising and trade show expenses. The
critical element in this particular strategy will be the ability of the Company
to secure ample quantities of inventory to satisfy the customer's demands in a
timely manner.

     The primary focus in this business segment will be to maintain the sales
momentum the Company has generated during the first year of operation and
capitalize on the opportunities that currently exist.

     Although management has and continues to vigorously pursue various sources
of additional capital for the Company, as of June 30th management had not
secured the funding contemplated in the development of its turnaround plan. As a
result management has been unable to fully execute the strategies detailed in
its turnaround plan and the actual sales and pre tax net income as stated in the
consolidated statement of operations for the first six months of 2004 (detailed
in Part I of this filing) are below those projected in the Company's turnaround
plan. Although the Company continues to compete with increasing pressure from
products produced offshore in its market segments and is faced with continuing
increases in the costs of certain raw materials and operating expenses, demand
for the Company's products and services remains strong. It is management's
opinion the primary cause for the Company's failure to meet its projected
results of operations for the six months ended June 30, 2004 has been the
Company's inability (due to a lack of sufficient working capital) to obtain
adequate quantities of products required to fill customer orders. Management is
working diligently with the Company's investment banking firm and financial
advisors to identify and secure sources for additional working capital to enable
the Company to execute its turnaround plan. Management remains confident that
with adequate capital resources they will be able to continue to fully execute
the strategies of the turnaround plan and return the Company to profitability.

         It should be noted that although management is confident that through
implementation and execution of the turnaround plan the Company can return to
profitability there is no guarantee the Company will receive the additional
capital resources required to implement and execute the turnaround plan. As
additional time passes the Company will continue to lose market share, incur
additional operating losses and increase its working capital deficit which may
negatively impact the value of the Company's stock thereby making it more
difficult for the Company to raise the capital required to fully implement its
turnaround plan and return to profitability. If additional capital is not raised
by the Company and the Company continues to operate at a loss there exists some
doubt as to the Company's ability to continue as a going concern (as noted in
the December 31, 2003 notes to the audited financial statements) and the Company
may be required to significantly alter or completely discontinue operations.


     Forward-Looking Information.
     ----------------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of our Company, including, without limitation,
statements preceded by, followed by or that include the words "may", "would",
"could", "should", "expects", "projects", "anticipates", "believes",
"estimates", "plans", "intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in our Company's reports on file with the Securities and Exchange
Commission: (i) general economic or industry conditions, nationally and/or in
the communities in which our Company may conduct business; (ii) changes in the
interest rate environment, legislation or regulatory requirements; (iii)
conditions of the securities markets; (iv) changes in the industries in which
the Company competes; (v) the development of products or services that may be
superior to products or services offered or developed by our Company; (vi)
competition; (vii) changes in the quality or composition of products or services
developed by our Company; (viii) our ability to develop new products or
services; (ix) our ability to raise capital; (x) changes in accounting
principals, policies or guidelines; (xi) financial or political instability;
(xii) acts of war or terrorism; (xiii) other economic, competitive,
governmental, regulatory and technical factors affecting our Company's
operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from expected
results in these statements. Forward-looking statements speak only as of the
date they are made. The Company does not undertake, and specifically disclaims,
any obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

Item 3.  Controls and Procedures.

     The Company's President and Treasurer are responsible for establishing and
maintaining disclosure controls and procedures.

     (a) Evaluation of Disclosure Controls and Procedures

     Based on their evaluation as of March 31, 2004, the President and the
Treasurer have concluded that the Company's disclosure controls and procedures
(as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended) are effective to ensure that information required to be
disclosed in reports that the Company files or submits under the Securities
Exchange Act, as amended is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission.

     (b) Changes in internal controls

     Based on their evaluation as of March 31, 2004, the President and the
Treasurer have concluded that there were no significant changes in the Company's
internal controls over financial reporting or in any other areas that could
significantly affect the Company's internal controls subsequent to the date of
his most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     Except as indicated below, the Company is not a party to any pending legal
proceeding. To the knowledge of management, no federal, state or local
governmental agency is presently contemplating any proceeding against the
Company. No director, executive officer or affiliate of the Company or owner of
record or beneficially of more than five percent of its common stock is a party
adverse to the Company or has a material interest adverse to the Company in any
proceeding.

     During the 2003 fiscal year, Michele New Jersey entered into a Consulting
Agreement with an investor relations consultant, and simultaneously a entered
into Personal Services Agreement with an individual. The agreements were
effective June 1, 2003 and they both expire on May 31, 2004. The agreements
called for certain services, to be provided by the consultants for the benefit
of the Michele New Jersey. As compensation for these services, Michele New
Jersey agreed to issue to both consultants preferred shares of stock in Michele
New Jersey.

     In March of 2004, the consultants filed for arbitration, as called for in
the agreements, against the Company, claiming they have not been compensated as
called for in the agreements. The Company responded by indicating that it was
not a party to the agreement and was therefore not bound to the arbitration, and
the filing was dismissed. The consultants re-filed the arbitration in April,
2004. All parties are contesting the existence and validity of the arbitration
clause in the first instance. The Company, among other defenses, plans to
contend that neither consultant provided the quantity or quality of services
contemplated under the agreements. The Company intends to vigorously defend its
position.

Item 2.   Changes in Securities and Small Business Issuer Purchases of Equity
Securities.

     On April 13, 2004, which is subsequent to the period covered by this
Report, the Company issued 400,000 "unregistered" and "restricted" shares of its
common stock to Stock Communications Group, Inc., in consideration of investor
relations services valued at $100,000. On the same date, the Company issued
633,962 shares to Charles Arnold and 233,962 shares to Investor Relations
Services, Inc., in anticipation of the settlement of the Company's disputes with
those entities. These disputes relate to whether the Company received the
services that were to be the consideration for the issuance of the shares and
whether certain triggering events had occurred that would require the issuance
of the shares.

        We believe that the offer and sale of these securities was exempt from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the
Securities and Exchange Commission and pursuant to various similar state
exemptions.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

          None; not applicable.

Item 5.   Other Information.

          None; not applicable.
Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.


          (b) Reports on Form 8-K.

          None.

<PAGE>

                                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 thereunto duly authorized.

                                        MICHELEX, INC.


Date:   August 26, 2004                 By: /s/ GINETTE GRAMUGLIA
     ----------                            --------------------
                                           Ginette Gramuglia
                                           Director and President

Date:   August 26, 2004                 By: /s/ THOMAS GRAMUGLIA
     ----------                            --------------------
                                           Thomas Gramuglia
                                           Director, Vice President and
                                           Treasurer


Date:   August 26, 2004                 By: /s/ SHARON BISHOP
     ----------                            --------------------
                                           Sharon Bishop
                                           Director and Secretary