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 September 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:

                              November 22, 2004

                                  17,434,938*

     * This figure does not reflect a split of the Company's issued and
outstanding common stock in the ratio of three shares for one, which was
effectuated on November 8, 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.

<PAGE>

                       MICHELEX CORPORATION

                  Index to Financial Statements






     Consolidated Balance Sheets                  F-2 - F-3

     Consolidated Statements of Operations        F-4

     Consolidated Statements of Cash Flows        F-5 - F-6

     Notes to Consolidated Financial Statements   F-7 - F-12


                               F-1
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS


                                                September 30,   December 31,
                                                    2004           2003
           ASSETS


Current assets:
  Cash                                           $     77,956  $     225,825
  Accounts receivable, net                          1,868,633      3,575,495
  Accounts receivable   related party                 962,677        760,748
  Inventory, net                                    2,065,821      2,446,633
  Restricted cash                                     121,729             --
  Prepaid expenses and income taxes                   585,183        160,840
                                                 ------------  -------------
 Total current assets                               5,681,999      7,169,541

Fixed assets   net of accumulated depreciation
 and amortization of $20,772,383 and
 $20,318,859, respectively                          7,849,377      9,573,153

Other assets:
 Land and building held for investment                148,429        148,429
 Loans receivable   related party                      18,195         90,772
 Other assets                                         164,021        286,730
 Deferred taxes                                     1,334,464        622,509
                                                 ------------  -------------
   Total assets                                  $ 15,196,485  $  17,891,134
                                                 ============  =============

See notes to consolidated financial statements
                               F-2
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS

                                                September 30,   December 31,
                                                    2004           2003

    LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Note payable to bank                             $ 2,134,464 $ 2,724,291
  Current portion of long-term debt                  1,508,862     755,646
  Current portion of capital leases                    377,933     528,385
  Convertible debenture                                493,250          --
  Accounts payable                                   2,787,756   3,720,150
  Accrued expenses                                     473,998     468,324
  Payroll taxes payable                                419,063     146,987
                                                   ----------- -----------
       Total current liabilities                     8,195,326   8,343,783

Other liabilities:
 Long-term debt less current maturities              4,974,196   5,448,912
 Note payable   officers                               562,082     385,979
 Capital leases less current maturities                 69,775     889,597
 Note payable   related parties                         25,488     199,997
                                                   ----------- -----------
   Total liabilities                                13,826,867  15,268,268
                                                   ----------- -----------
Commitments and contingencies

Shareholders' equity
  Common stock - $.001 par value,
   100,000,000 shares authorized,
   14,706,666 and 12,990,000 shares
   issued and outstanding, respectively                 14,706      12,990
  Additional paid-in-capital                           356,803       4,850
  Retained earnings                                    998,109   2,605,026
                                                   ----------- -----------
 Total shareholders' equity                          1,369,618   2,622,866
                                                   ----------- -----------
 Total liabilities and shareholders' equity        $15,196,485 $17,891,134
                                                   =========== ===========

See notes to consolidated financial statements
                               F-3
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF OPERATIONS

                       Nine Months Ended Seven Months Ended Three Months Ended
                         September 30,     September 30,      September 30,
                           2 0 0 4           2 0 0 3       2 0 0 4   2 0 0 3
                         (Unaudited)       (Unaudited)  (Unaudited)(Unaudited)

Net sales-unrelated
parties                    $10,887,083   $12,272,873  $2,795,237  $5,209,809
Net sales-related parties      260,264        20,002      72,685      20,002
                           -----------   -----------  ----------  ----------
Net sales                   11,147,347    12,292,875   2,867,922   5,229,811
Cost of goods sold           7,071,699     7,465,189   1,751,073   3,420,684
                           -----------   -----------  ----------  ----------
Gross profit                 4,075,648     4,827,686   1,116,849   1,809,127
                           -----------   -----------  ----------  ----------
Operating expenses:
  Selling and shipping         387,141       346,971     224,688     177,155
  General and administrative 4,602,447     4,091,773   1,330,261   1,735,339
  Depreciation                 905,607       784,451     292,419     321,748
                           -----------   -----------  ----------  ----------
    Total operating expenses 5,895,195     5,223,195   1,847,368   2,234,242
                           -----------   -----------  ----------  ----------
(Loss) income before other
income (expense) and income
taxes                       (1,819,547)     (395,509)   (730,519)   (425,115)
                           -----------   -----------  ----------  ----------
Other income (expense):
 Other income                   99,351        75,778      13,613      16,622
 Interest expense             (651,775)     (405,775)   (214,224)   (166,300)
 Net income from rental
  properties                     9,086       (14,988)      5,503     (10,647)
                           -----------   -----------  ----------  ----------
    Other income (expenses)   (543,338)     (344,985)   (195,108)   (160,325)
                           -----------   -----------  ----------  ----------
Loss before income taxes    (2,362,885)     (740,494)   (925,627)   (585,440)

    Income tax (benefit)      (755,967)     (197,162)   (276,810)   (229,081)
                           -----------   -----------  ----------  ----------
Net (loss) income          $(1,606,918)  $  (543,332) $ (648,817) $ (356,359)
                           ===========   ===========  ==========  ==========
Weighted shares outstanding:
 Basic                      13,586,776    11,472,477  14,263,007  12,990,000
 Diluted                    13,867,776    11,472,477  14,263,007  12,990,000

Basic and diluted (loss) per share:
 Loss per share            $      (.12)  $      (.05) $     (.05) $     (.03)
                           ===========   ===========  ==========  ==========

See notes to consolidated financial statements
                               F-4
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          Nine Months Ended Seven Months Ended
                                             September 30,    September 30,
                                               2 0 0 4          2 0 0 3
                                              (Unaudited)      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $(1,606,918)       $(543,332)

  Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Depreciation and amortization                  905,607          784,451
   Stock issued for services rendered                  --           20,000
   Gain on sale of assets                          (9,648)              --
   Deferred taxes                                (711,955)        (197,163)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
   Accounts receivable                          1,504,933         (192,114)
   Inventory                                      380,812           87,696
   Prepaid expenses and taxes                    (296,298)        (123,363)
   Other assets                                   122,709            8,556
   Accounts payable                              (932,394)         250,176
   Accrued expenses and taxes                     277,750          179,846
                                              -----------      -----------
NET CASH FLOWS FROM OPERATING ACTIVITIES         (365,402)         274,753
                                              -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of fixed assets                    (129,554)        (116,927)
  Proceeds from sale of equipment                 315,000               --
                                              -----------      -----------
NET CASH FLOWS FROM INVESTING ACTIVITIES          185,446         (116,927)
                                              -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt                    (845,507)        (666,333)
  Net borrowings from demand notes payable       (664,827)         710,644
  Proceeds from issuance of convertible
   debentures                                     493,250               --
  Proceeds from long-term debt                    800,000               --
  Borrowings from related parties                  74,171          189,711
  Proceeds from issuance of common stock          175,000               --
                                              -----------      -----------
NET CASH FLOWS BY FINANCING ACTIVITIES             32,087          234,022
                                              -----------      -----------
NET INCREASE IN CASH                             (147,869)         391,848

CASH AT BEGINNING OF PERIOD                       225,825          265,556
                                              -----------      -----------
CASH AT END OF PERIOD                         $    77,956      $   657,404
                                              ===========      ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Income taxes paid                           $       380      $        --
                                              ===========      ===========
  Interest paid                               $   608,419      $   397,897
                                              ===========      ===========

NON-CASH 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      $        --
                                              ===========      ===========

See notes to consolidated financial statements
                               F-5
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004


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 September 30,
2004 and December 31, 2003, the results of operations and cash flows
for the periods ended September 30, 2004 and 2003.

The results of operations for the periods ended September 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-6
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004



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.  In October of
2004, Mr. Arnold and Investor Relations Services filed a new claim for
arbitration.  The date of the arbitration has not yet been determined
pending the resolution of several technical issues raised by the
Company with the American Arbitration Association.  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.  Shares totaling 1,267,924 are being held in escrow pending
the results of the arbitration.

                               F-7
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004

NOTE 3   SEGMENT INFORMATION

                                                   Michelex
                              Michele   Michelex    Media
                              Audio     Plastics   Products  Total

Nine months ended
September 30, 2004

 Net sales                  $3,074,070  $7,092,816 $980,461 $11,147,347
 Net (Loss)/Profit            (155,348) (1,915,350) 463,780  (1,606,918)
 Segment assets              3,419,007  11,463,331  314,147  15,196,485

Seven months ended
September 30, 2003

 Net sales                  $3,438,875  $8,126,089 $727,911 $12,292,875
 Net (Loss)/Profit            (147,632)   (746,470) 350,770    (543,332)
 Segment assets              4,889,877  13,426,926  371,175  18,687,978

Corporate expenses totaling $111,856 are included in the net loss of
the Michelex Plastics division in the nine months ended September 30,
2004.

NOTE 4   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.    In
September 2004, the distributor sold six machines for a total of
$315,000.  The Company reported a gain of $26,688 on the sale.    In
October of 2004 the Company terminated the contract and no further
equipment was sold.

                               F-8
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004


NOTE 5   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 original agreement required the Company to make the past due May
and June lease payments prior to the termination of the lease.  In
September 2004, the lessor waived the payment of the May and June
payments and the lease was terminated.  The Company had recorded the
lease as a capital lease.  The termination of the lease resulted in a
loss of $25,039.


NOTE 6   PROPOSED OFFERING OF SECURED CONVERTIBLE DEBENTURES

In August  and November of 2004, the Company agreed to issue $300,000
and $150,000 respectively  of 12% Secured Convertible Debentures
("Convertible Debentures").  The Convertible Debentures will be due on
November 30, 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, the personal guarantees of 2 of the officers of the Company,
and options to purchase 16,236,120 shares of the Company's common stock
at a price of $.0001 per share in the event of a default as defined
under the agreement.  Additionally, the Convertible Debenture grants
the Holders a warrant to purchase 50,000 shares of the Company's common
stock at an exercise price of $.1875 per share and "piggy-back"
registration rights.    At September 30, 2004, the Company had not
issued any of the Convertible Debentures.  In October and November
2004, the Company issued $300,000 and $150,000 respectively of the
Convertible Debentures.  In November 2004, $300,000 of the debentures
were converted into 1,600,000 shares of the Company's common stock at a
price of $.1875 per share.
                               F-9
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004


NOTE 7   PROPOSED PRIVATE PLACEMENT OF 5% CONVERTIBLE DEBENTURES
Through September 30, 2004, the Company issued $493,250 of 5%
Convertible Debentures ("5% Debentures").  The 5% Debentures require
the Company to issue non-restricted shares of the Company's common
stock within 41 days of funding at a conversion price of $.17 per
share.  In the event non-restricted shares of the Company's common
stock is not issued with in the 41 days, then each debenture holder is
entitled to 3 shares of restricted stock for each share of non-
restricted shares required under the conversion provisions of the
debenture.  Additionally, if the Company fails to deliver non-
restricted shares of the Company's common stock to the debenture
holders within one year after the first closing date, the Company shall
be required to deliver additional shares of restricted stock in
sufficient quantities to guarantee the holders a 45% return on their
investment.  The Private Placement Memorandum further grants the
Placement Agent the right of first refusal on all subsequent offerings
by the Company for a period of 2 years.  On October 1, 2004, the
Company issued the final $10,000 5% Debentures, at which time the
offering was closed.  The Company aggregated net proceeds of $408,865
from the offering.

NOTE 8   PROPOSED ACQUISITION OF MEDIA BOOKS

In September 2004, the Company signed a letter of intent to acquire
Media Books, LLC, an entity which is 50% owned by an officer/director
of the Company.


NOTE 9   PROPOSED STOCK SPLIT

On November 5, 2004, the Company issued a 3 for 1 stock split.
                               F-10
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2004


NOTE 10   COMMITMENT TO ACQUIRE EQUIPMENT

In October 2004, the Company agreed to acquire approximately $270,000
of manufacturing equipment.  In November 2004, a third party, issued a
$278,000 letter of credit on behalf of the Company to secure the
purchase of the equipment.  Approximately $92,000 of the proceeds from
the $150,000 12% convertible debenture (see Note 7) was used as cash
collateral for the letter of credit.  The Company expects to receive
the equipment and begin production by the end of the current fiscal
year.

NOTE 11   ISSUANCE OF ADDITIONAL COMMON STOCK

Payment of Legal Services

In October 2004, the Company issued 29,654 shares of common stock to a
law firm for legal services rendered.

Extension of Legal Consulting Agreement

In September 2004, the Company amended the agreement for legal services with
one of its attorneys.  The amendment extends the termination date of the
original agreement from June 22, 2005 to January 22, 2006.  The amendment
requires the Company to issue the attorney options, with a term of 2 years, to
purchase 500,000 shares of the Company's common stock at a price of $.32 per
share, options also with a term of 2 years to purchase 200,000 shares of the
Company's common stock at a price of $.20 per share, and 753,000 shares of the
Company's common stock which will be registered under Form S-8.

Common Share Issuance Agreement

In October 2004, the Company issued 500,000 shares of common stock to an
unrelated party in exchange for $160,000.

                                   F-11
<PAGE>
                           MICHELEX CORPORATION
                              AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            SEPTEMBER 30, 2004


NOTE 12   LOAN PAYABLE

In September 2004, one of the Company's law firms made an unsecured loan to
the Company in the amount of $75,000.

NOTE 13   CORNELL EQUITY LINE

In November 2004, the Company signed a Standby Equity Distribution Agreement
with Cornell Capital Partners, LP ("Cornell") whereby Cornell has agreed to
purchase, during the next 2 years, up to $10,000,000 of the Company's common
stock pursuant to the terms and conditions of the Standby Equity Distribution
Agreement.

NOTE 14   Business Development Company

The management and directors of the Company have chosen a strategy to operate
the Company as a Business Development Company and as such, in November 2004,
the Company filed a notification with the Securities and Exchange Commission,
that pursuant to Section 54(a) of the Investment Company Act of 1940, of its
election to become subject to the provisions of Sections 55 through 65 of the
Investment Company Act of 1940.

NOTE 15   COLLATERAL SHARE AGREEMENT

In October 2004, the Company entered into a Collateral Share Agreement (the
"Agreement") with Ginette and Thomas Gramuglia the President and Vice
President of the Company respectively.  The Agreement calls for the Company to
issue each Thomas Gramuglia and Ginette Gramuglia 3 million shares of the
Company's common stock as consideration for their continuing personal
guarantees of certain of the Company's loan obligations.  Ownership of the
collateral shares remains with the Company unless an event of default occurs
under the guaranteed loans set forth in the Agreement, however Tom and Ginette
Gramuglia have voting rights for the shares during the term of the Agreement.
Additionally, the collateral share agreement stipulates that either Thomas or
Ginette Gramuglia have the option to purchase the collateral shares at either
$.24 per share or the average closing bid price for the shares for any 5 day
trading period during the term of the agreement.  The Agreement further
indicates that the Company may from time to time transfer ownership of the
collateral shares to Thomas Gramuglia pursuant to his employment agreement and
applicable securities laws.  The term of the agreement is the shorter of 10
years or the term of the loan guarantees.

                                   F-12
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.
        ---------------------------------------------------------

Plan of Operation.
------------------

     Based on a 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 nine 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
has formulated the following turnaround plan for the 2004 fiscal year:

     *  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 quarter of 2004 accounted for 66.7% 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
coverages couple 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 September 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 the turnaround plan and the actual sales and pre-tax net income as
stated in the consolidated statements of operations for the first nine 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 costs increases in 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 nine months ended
September 30, 2004 has been the Company's inability (due to the lack of
adequate working capital) to obtain adequate quantities of products required
to fill customers 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 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
secured 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 September 30, 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 September 30, 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 expired 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 October, 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 August 10, 2004, the Company issued 400,000 "unregistered" and
"restricted" shares of its common stock to Stock Communications Group, Inc.,
in consideration of investor relations services, in anticipation of the
settlement of the Company's dispute with that entity.  This dispute relates 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.

          31.1 - 302 Certification Ginette Gramuglia.

          31.2 - 302 Certification Thomas Gramuglia.

          32   - 906 Certification.

          (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: 11/22/04                              /s/ Ginette Gramuglia
     ----------                            ----------------------
                                           Ginette Gramuglia
                                           Director and President


Date: 11/22/04                              /s/ Thomas Gramuglia
     ----------                            ---------------------
                                           Thomas Gramuglia
                                           Director, Vice President and
                                           Treasurer