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 March 31, 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

                      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-10

                               F-1
<PAGE>
<TABLE>
<CAPTION>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

                   CONSOLIDATED BALANCE SHEETS



                                               March 31,    December 31,
                                                 2004          2003


               ASSETS

<S>                                         <C>            <C>

Current assets:
  Cash                                      $      71,041  $     225,825
  Accounts receivable                           3,035,728      3,575,495
  Accounts receivable   related party             846,308        760,748
  Inventory, net                                2,595,702      2,446,633
  Restricted cash                                 267,467             --
  Prepaid expenses and income taxes               430,824        160,840
                                            -------------  -------------
     Total current assets                       7,247,070      7,169,541

Fixed assets   net of accumulated depreciation
     and amortization of $20,635,267 and
     $20,318,859, respectively                  9,331,550      9,573,153
Other assets:
     Land and building held for investment        148,429        148,429
     Loans receivable   related party              90,772         90,772
     Other assets                                 171,081        286,730
     Deferred taxes                               726,475        622,509
                                            -------------  -------------
          Total assets                      $  17,715,377  $  17,891,134
                                            =============  =============
</TABLE>

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

                   CONSOLIDATED BALANCE SHEETS


                                               March 31,    December 31,
                                                 2004          2003

           LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                         <C>            <C>

Current liabilities:
  Note payable to bank                      $   2,719,141  $   2,724,291
  Current portion of long-term debt               715,822        755,646
  Current portion of capital leases               533,561        528,385
  Accounts payable                              3,279,309      3,720,150
  Accrued expenses                                758,889        615,311
                                            -------------  -------------
     Total current liabilities                  8,006,722      8,343,783

Other liabilities:
     Long-term debt less current maturities     6,117,521      5,448,912
     Note payable   officers                      385,979        385,979
     Capital leases less current maturities       762,739        889,597
     Note payable   related parties               270,333        199,997
                                            -------------  -------------
          Total liabilities                    15,543,294     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                      104,450          4,850
  Retained earnings                             2,054,243      2,605,026
                                             ------------  -------------
     Total shareholders' equity                 2,172,083      2,622,866
                                             ------------  -------------
     Total liabilities and shareholders'
     equity                                  $ 17,715,377  $  17,891,134
                                             ============  =============
</TABLE>
See notes to consolidated financial statements
                               F-3
<PAGE>
<TABLE>
<CAPTION>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF OPERATIONS

                                          Three Months Ended  One Month Ended
                                              March 31,          March 31,
                                              2 0 0 4            2 0 0 3
<S>                                          <C>               <C>
Net sales   unrelated parties                   $ 4,297,549     $1,915,469
Net sales   related parties                          30,213         36,606
                                                -----------     ----------
Net sales                                         4,327,762      1,952,075
Cost of goods sold                                2,727,106      1,189,145
                                                -----------     ----------
Gross profit                                      1,600,656        762,930
                                                -----------     ----------
Operating expenses:
  Selling and shipping                               64,876         71,282
  General and administrative                      1,701,771        562,851
  Depreciation                                      304,458        116,631
                                                -----------     ----------
     Total operating expenses                     2,071,105        750,764
                                                -----------     ----------
(Loss) income before other income (expense)
     and income taxes                              (470,449)        12,166
                                                -----------     ----------
Other income (expense):
     Other income                                    37,428          4,314
     Interest expense, net                         (210,810)       (64,753)
     Gain on sale of assets                                            911
     Net loss from rental properties                (10,920)          (787)
                                                -----------     ----------
               Other income (expenses)             (184,302)       (60,315)
                                                -----------     ----------
Loss before income taxes                           (654,751)       (48,149)

Income tax (benefit)                               (103,967)       (12,038)
                                                -----------     ----------
Net loss                                        $  (550,784)    $  (36,111)
                                                ===========     ==========
Weighted shares outstanding:
  Primary and diluted                            13,096,667     12,990,000

Earnings per share:
  Primary and diluted                           $      (.04)    $       --
</TABLE>
See notes to consolidated financial statements
                               F-4
<PAGE>
<TABLE>
<CAPTION>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                          Three Months Ended  One Month Ended
                                              March 31,          March 31,
                                              2 0 0 4            2 0 0 3
<S>                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                     $ (550,784)    $  (36,111)
  Adjustments to reconcile net (loss) income
  to net cash provided by operating activities:
      Depreciation and amortization               304,458        116,631
      Financial consulting fees                     8,333             --
      Deferred taxes                             (103,966)       (12,038)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
      Accounts receivable                         454,207       (443,582)
      Inventory                                  (149,069)       279,066
      Prepaid expenses and other current assets  (437,451)       (14,886)
      Other assets                                115,649         20,570
      Accounts payable                           (440,841)       238,259
      Accrued expenses and taxes                  147,196         80,026
                                               ----------     ----------
NET CASH FLOWS FROM OPERATING ACTIVITIES         (652,268)       227,935
                                               ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of fixed assets                     (74,805)       (17,442)
                                               ----------     ----------
NET CASH FLOWS FROM INVESTING ACTIVITIES          (74,805)       (17,442)
                                               ----------     ----------
</TABLE>

See notes to consolidated financial statements

                               F-5
<PAGE>
<TABLE>
<CAPTION>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                          Three Months Ended  One Month Ended
                                              March 31,          March 31,
                                              2 0 0 4            2 0 0 3
<S>                                            <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt                   $ (292,897)    $  (42,091)
  Proceeds from long-term debt                     800,000             --
  Net borrowings from loan payable                  (5,150)      (172,315)
  Net borrowings from loans to related parties      70,336             --
                                                ----------     ----------
NET CASH FLOWS BY FINANCING ACTIVITIES             572,289       (214,406)
                                                ----------     ----------
NET DECREASE IN CASH                              (154,784)        (3,913)

CASH AT BEGINNING OF YEAR                          225,825        265,556
                                                ----------     ----------
CASH AT END OF YEAR                             $   71,041     $  261,643
                                                ==========     ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Income taxes paid                             $      380     $      380
                                                ==========     ==========
  Interest paid                                 $  190,859     $   62,601
                                                ==========     ==========
NONCASH INVESTING AND FINANCING ACTIVITIES:
     Financial consulting fees through issuance
     of common stock                            $  100,000     $       --
                                                ==========     ==========
</TABLE>
See notes to consolidated financial statements.
                               F-6
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The results of operations for the periods ended March 31, 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.
                               F-7
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 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 April 2004, Mr. Arnold and Investor Relations Services re-filed
for arbitration.  All parties are contesting the existence and validity of the
arbitration clause in the first instance.  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-8
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          March 31, 2004




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 investor relations 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-9
<PAGE>
                       MICHELEX CORPORATION
                          AND SUBSIDIARY

                  NOTES TO FINANCIAL STATEMENTS
                          MARCH 31, 2004


NOTE 7   SEGMENT INFORMATION


                                                      Michelex
                             Michele     Michelex       Media
                              Audio      Plastics     Products      Total

Period ended March 31, 2004

     Net sales              $1,042,468  $ 2,884,608    $400,686  $4,327,762
     Net loss                 (130,293)    (458,208)     37,717    (550,784)
     Segment assets          5,861,845   11,513,161     340,371  17,715,377

Period ended March 31, 2003

     Net sales              $  523,570  $ 1,329,284    $ 99,221  $1,952,075
     Net loss                  (83,250)      51,666      (4,527)    (36,111)
     Segment assets          5,057,950   12,556,501     276,683  17,891,134

                               F-10
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
        ---------------------------------------------------------

Plan of Operation.
------------------
     The Company recorded a net loss of $550,784 during the three months ended
March 31, 2004.  Although the Company recorded a net loss for the first
quarter of 2004, the loss was approximately $10,900 (1.9%) less than the loss
projected in the Company's turnaround plan for 2004.  During the first quarter
of 2004, management initiated several of the strategies enumerated in the
Company's plan of operation which is summarized in the following pages.
During the fourth quarter of 2003, management performed a critical review of
the Company's strengths to determine what would be required to return the
Company to profitability.  The Company's strengths 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.

     Management believes the implementation of several of the strategies
outlined in its plan of operation for 2004 have enabled the Company to meet
and even slightly exceed its projected operating results for the first quarter
of 2004.  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,
management is confident the Company can achieve or exceed its projections for
2004 if the Company continues to successfully execute its plan of operation.
As part of its plan, the Company has retained an investment banking firm and
investor relations company to assist the Company in securing the capital
required to fully implement its plan of operation.  Management is working
diligently with these professionals to insure the best possible results are
achieved in a timely manner for the Company.

     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.

          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: 5/21/04                               /s/ Ginette Gramuglia
     ----------                            ----------------------
                                           Ginette Gramuglia
                                           Director and President


Date: 5/21/04                               /s/ Thomas Gramuglia
     ----------                            ---------------------
                                           Thomas Gramuglia
                                           Director, Vice President and
                                           Treasurer