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


                                FORM 10-QSB-A1


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

     For the quarterly period ended September 30, 2003

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

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

                        Commission File No. 0-26695

                            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:

                                 12,938,040

                             November 12, 2003


<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
                 (FORMERLY HIGHWAY ONE-OWEB, INC.)

                          Balance Sheets
<TABLE>
<CAPTION>

                              ASSETS

                                                 September 30,   February 28,
                                                     2003           2003
                                                 (Unaudited)
<S>                                              <C>          <C>
Current assets

 Cash                                            $   657,404   $   265,556
 Accounts receivable, net of allowance for
  doubtful accounts of $81,929                     4,080,935     3,601,040
 Accounts receivable-related party                   591,296       879,077
 Inventory, net                                    2,545,669     2,633,365
 Prepaid expenses and income taxes                   398,392       275,030
                                                 -----------   -----------
  Total Current Assets                             8,273,696     7,654,068
                                                 -----------   -----------
Fixed assets-net of accumulated depreciation
 and amortization of $20,142,864 and
 $19,341,719                                       9,799,216     9,816,740

Other Assets:
 Real estate held for investment                     149,429       149,429
 Loans receivable-related party                      118,779       116,955
 Other assets                                         38,665        47,221
 Deferred taxes                                      308,193       111,030
                                                 -----------   -----------
  TOTAL ASSETS                                   $18,687,978   $17,895,443
                                                 ===========   ===========
</TABLE>
See notes to financial statements
                               F-2
<PAGE>
<TABLE>
                       MICHELEX CORPORATION
                 (FORMERLY HIGHWAY ONE-OWEB, INC.)

                          Balance Sheets
<CAPTION>


                                                 September 30,   February 28,
                                                     2003           2003
                                                 (Unaudited)
<S>                                              <C>          <C>
               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current liabilities:
 Note payable to bank                            $ 3,184,376   $ 2,473,732
 Current portion of long-term debt                   676,878       664,481
 Current portion of capital leases                   514,384       539,052
 Accounts payable                                  3,617,306     3,367,130
 Accrued expenses                                    704,485       512,088
                                                 -----------   -----------
  Total current liabilities                        8,697,429     7,556,483

Other liabilities:
 Long-term debt less current maturities            5,399,198     5,147,139
 Note payable-officers                               378,000       378,000
 Capital leases less current maturities              968,251     1,224,372
 Note payable-related parties                        236,535        45,000
                                                 -----------   -----------
  Total liabilities                               15,679,413    14,350,994
                                                 -----------   -----------
Stockholders' equity

 Common stock- no par value stock,
  100,000,000 shares authorized,
  12,990,000 and 10,392,000
  shares issued and outstanding, respectively         12,990        10,392
 Additional paid-in capital                           19,458        14,608
 Retained earnings                                 2,976,117     3,519,449
                                                 -----------   -----------
  Total shareholders' equity                       3,008,565     3,544,449
                                                 -----------   -----------
  Total liabilities and shareholders' equity     $18,687,978   $17,895,443
                                                 ===========   ===========
</TABLE>
See notes to financial statements
                               F-3
<PAGE>
<TABLE>
                      MICHELEX CORPORATION
                 (FORMERLY HIGHWAY ONE-OWEB, INC.)
                     STATEMENTS OF OPERATIONS
<CAPTION>


                                    Seven Months Ended  Three Months Ended
                                        September 30,      September 30,
                                    2003          2002   2003       2002
                                  (Unaudited)(Unaudited)(Unaudited)(Unaudited)
<S>                              <C>          <C>       <C>        <C>
Net sales-unrelated parties    $12,272,873  $12,613,263 $5,209,809 $5,710,250
Net sales-related parties           20,002      297,953     20,002    143,331
                                ----------  ----------- ---------- ----------
Net sales                       12,292,875   12,911,216  5,229,811  5,853,581
Cost of goods sold               7,465,189    6,681,648  3,420,684  3,245,268
                                ----------  ----------- ---------- ----------
Gross profit                     4,827,686    6,229,568  1,809,127  2,608,313

Operating expenses:
 Selling and shipping              346,971      286,421    177,155    118,965
 General and administrative      4,091,773    4,961,509  1,735,339  1,990,458
 Depreciation                      784,451      789,979    321,748    351,899
                                ----------   ---------- ---------- ----------
  Total operating expenses       5,223,195    6,037,909  2,234,242  2,461,322
                                ----------   ---------- ---------- ----------
loss before other income (expense)
and income taxes                  (395,509)     191,659   (425,115)   146,991
                                ----------   ---------- ---------- ----------
Other income (expense):
 Other income                       75,778      114,409     16,622     45,809
 Interest expense                 (405,775)    (512,453)  (166,300)  (218,117)
 Net income from rental properties (14,988)      38,827    (10,647)     7,303
                                ----------   ---------- ---------- ----------
   Other income (expenses)        (344,985)    (359,217)  (160,325)  (165,065)
                                ----------   ---------- ---------- ----------
Loss before income taxes          (740,494)    (167,558)  (585,440)   (18,074)

   Income tax (benefit)           (197,162)     (56,821)  (229,081)    (6,145)
                                ----------   ---------- ---------- ----------
Loss before extraordinary items   (543,332)    (110,737)  (356,359)   (11,929)
Forgiveness of debt, net of taxes
of $0, $466,665, $0 and $466,665         -      829,628          -    829,628
                                ----------   ---------- ---------- ----------
Net (loss) income               $ (543,332 ) $  718,891 $ (356,359)$  817,699
                                ==========   ========== ========== ==========
Weighted shares outstanding:
  Basic                         11,472,477   10,392,000 12,990,000 10,392,000
  Diluted                       11,472,477   10,392,000 12,990,000 10,392,000

Basic and diluted (loss) per share:
  Loss before extraordinary
  items                         $     (.05) $     (0.01)$     (.03)$        -
  Extraordinary items                    -          .08          -        .08
                                ----------  ----------- ---------- ----------
                                $     (.05) $       .07 $     (.03)$      .08
                                ==========  =========== ========== ==========
</TABLE>
See notes to financial statements
                               F-4
<PAGE>
<TABLE>
                      MICHELEX CORPORATION
                 (FORMERLY HIGHWAY ONE-OWEB, INC.)
                     STATEMENTS OF CASH FLOWS
<CAPTION>
                                                 Seven Months Ended
                                                     September 30,
                                                   2003           2002
                                                 (Unaudited) (Unaudited)
<S>                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                          $ (543,332)   $ 718,891
Adjustments to reconcile net income (loss)
 to net cash provided by operating activities:
   Depreciation and amortization                     784,451      789,979
   Stock issued for services rendered                 20,000            -
   Deferred taxes                                   (197,163)     (19,384)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
   Accounts receivable                              (192,114)  (1,166,273)
   Inventory                                          87,696     (266,791)
   Prepaid expenses and taxes                       (123,363)     144,817
   Other assets                                        8,556        8,570
   Accounts payable                                  250,176     (175,789)
   Accrued expenses and taxes                        179,846       10,448
                                                  ----------    ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES             274,753       44,468
                                                  ----------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of fixed assets                      (116,927)    (372,270)
                                                  ----------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of long-term debt                      (666,333)    (619,898)
   Net borrowings from demand notes payable          710,644    1,216,333
   Borrowings from related parties                   189,711        8,472
                                                  ----------   ----------
NET CASH FLOWS BY FINANCING ACTIVITIES               234,022      604,907
                                                  ----------   ----------
NET INCREASE IN CASH                                 391,848      277,105

CASH AT BEGINNING OF YEAR                            265,556      158,086
                                                  ----------   ----------
CASH AT END OF YEAR                               $  657,404    $ 435,191
                                                  ==========   ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Income taxes paid                                 $        -   $        -
                                                  ==========   ==========
Interest paid                                     $  397,897   $  667,075
                                                  ==========   ==========
</TABLE>
See notes to financial statement
                               F-5
<PAGE>
<TABLE>
<CAPTION>
                      MICHELEX CORPORATION

               STATEMENTS OF STOCKHOLDERS' EQUITY

                       SEPTEMBER 30, 2003
                                                      Additional
                                   Common stock        Paid-in     Retained
                            Shares         Amount      Capital     Earnings
<S>                        <C>             <C>       <C>        <C>
Balance-February 28, 2003          2,000   $ 25,000  $       -   $3,519,449

Effect of recapitalization
as a result of the reverse
acquisition                   10,390,000    (14,608)    14,608            -
                              ----------   --------  ---------   ----------
Adjusted Balance-February 28,
2003                          10,390,000     10,392     14,608    3,519,449

Highway One-Oweb, Inc.
capitalization                 2,348,000      2,348     37,452      (52,352)

Elimination of Highway One
accumulated deficit                    -          -    (52,352)     (52,352)

Issuance of common stock to
director for services         20,000,000     20,000          -            -

Cancellation of shares
previously issued            (19,750,000)   (19,750)    19,750            -

Net loss                               -          -          -     (543,332)
                             -----------   --------   --------   ----------
Balance-September 30, 2003    12,990,000   $ 12,990   $ 19,458   $2,976,117
                             ===========   ========   ========   ==========
</TABLE>
                               F-6
<PAGE>
                      MICHELEX CORPORATION
               (FORMERLY HIGHWAY ONE-OWEB, INC.)
                  NOTES TO FINANCIAL STATEMENTS

                       SEPTEMBER 30, 2003

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, 2003 and February
28, 2003, the results of operations for the seven and three months ended
September 30, 2003 and 2002 and cash flows for the seven months ended
September 30, 2003 and 2002.

The results of operations for the seven and three months ended September 30,
2003 and 2002 are not necessarily indicative of the results to be expected for
the full year.

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, 2002.  The accounting policies for
Michele Audio Corporation of America ("Michele Audio") (Note 2) are set forth
in their financial statements included in Form 8-K filed with the Securities
and Exchange Commission on October 6, 2003.               .

Change in Fiscal Year

Prior to the merger (see note 2), Michele Audio reported on a fiscal year
ended February 28.  The Company has elected to change its fiscal year to
December 31.

Restatement of Financial Statements

Pursuant to the provisions of APB opinion No. 20 "Accounting Changes", the
Company has restated the historical information to reflect the correction of
the reverse acquisition and the presentation of the historical information of
the operating company, Michele Audio.  The effect of the change on the
financial statements is to report the results of Michele Audio for its entire
fiscal year, as opposed to the three months subsequent to the merger.  Net
loss and net loss per share increased by $139,138 and $.03 for the seven
months ended September 30, 2003, respectively.

Real Estate Held for Investment

Real estate held for investment consists of real estate which is currently
unused or which has been acquired for speculation.  These properties are
reported at cost.  The Company periodically tests these properties for
potential impairment pursuant to SFAS No. 144, "Accounting for the impairment
or disposal of long-lived assets".
                               F-7
<PAGE>
                       MICHELEX CORPORATION
                 (FORMERLY HIGHWAY ONE-OWEB INC.)

                  NOTES TO FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2003

NOTE 2   MERGER OF MICHELE AUDIO WITH HIGHWAY ONE-WEB, INC.

In July 2003, the Company merged with Highway One-Web, Inc. ("Highway").  In
exchange for the shares of the Company outstanding on the date of merger, the
stockholders received 10,392,000 shares of Highway stock.  In addition,
19,750,000 Highway shares previously issued were canceled.  The merger has
been reflected as a reverse acquisition.  As such, the historical information
presented reflects those of the operating company, Michele Audio.  The effect
of this recapitalization has been reflected retroactively.

NOTE 3   NOTE PAYABLE   ROSENTHAL & ROSENTHAL

The Company has received a commitment letter from an asset-based lender for
financing totaling up to $3,000,000 in the form of a line of credit.
Borrowings under the line of credit will bear interest at the prime rate plus
2% per annum.  The line is to be secured by certain of the Company's assets
and guaranteed by two of the Company's officers.  The Company intends to use
this line to replace the existing line of credit with Wells Fargo.  The
commitment is subject to the successful completion of negotiations with Wells
Fargo.  There can be no assurance the Company will be able to complete these
negotiations satisfactorily.  Letters of Credit may also be opened pursuant to
the proposed agreement.  Upon the opening of a letter of credit, 50% of the
cost of the purchase, including duty and freight, will be reserved against the
availability of the line of credit.  The Company will be charged a fee of 1/4
of 1% upon opening the letter of credit and 1/4 of 1% for each 30 days the
letter of credit remains unpaid.

NOTE 4   NOTE PAYABLE PITTSFORD CAPITAL MORTGAGE PARTNERS

In September 2003, the Company entered into a short-term note agreement with a
lender for $775,000.  The note which is due September 17, 2004, unless repaid
sooner, bears interest at the rate of sixteen percent (16%) per annum.
Interest only payments are due monthly.
                               F-8
<PAGE>

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

     Statements contained in this report include "forward-looking statements"
within the meaning of such term in Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause actual financial or operating results, performances or
achievements expressed or implied by such forward-looking statements not to
occur or be realized. Such forward-looking statements generally are based on
our best estimates of future results, performance or achievements, based upon
current conditions and the most recent results of the companies involved and
their respective industries. Forward-looking statements may be identified by
the use of forward-looking terminology such as "may," "will," "project,"
"expect," "believe," "estimate," "anticipate," "intends," "continue,"
"potential," "opportunity" or similar terms, variations of those terms or the
negative of those terms or other variations of those terms or comparable words
or expressions. Potential risks and uncertainties include, among other things,
such factors as:

          our business strategies and future plans of operations,

          general economic conditions in the United States and elsewhere, as
          well as the economic conditions affecting the industries in which we
          operate,

          political and regulatory matters affecting the foreign countries in
          which we operate or purchase goods and materials including the
          current war with Iraq and the recent health crisis in the Far East,

          the market acceptance and amount of sales of our products and
          services,

          the extent that our distribution network and marketing programs
          achieve satisfactory response rates,
          our historical losses,

          the competitive environment within our industry,

          our ability to raise additional capital, if and as needed,

          the other factors and information discussed in other sections of
          this report.

       Shareholders and others reading this report should carefully consider
  such risks, uncertainties and other information, disclosures and
  discussions which contain cautionary statements identifying important
  factors that could cause actual results to differ materially from those
  provided in the forward-looking statements. We undertake no obligation to
  publicly update or revise any forward-looking statements, whether as a
  result of new information, future events or otherwise. Readers are urged
  to carefully review and consider the various disclosures made by the
  Company in this Report and the Company's Annual Report on Form 10-KSB for
  the year ended December 31, 2002, and the form 8-K filed in relation to the
  acquisition of Michele Audio, all of which have been filed with the
  Commission. These reports attempt to advise interested parties of the risks
  and factors that may affect the Company's business, financial condition and
  results of operations and prospects.

Critical Accounting Policies and Estimates
------------------------------------------

      The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited Financial Statements and accompanying notes.
Estimates are used for, but not limited to, the accounting for the allowance
for doubtful accounts, inventories, income taxes and loss contingencies.
Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Actual results could differ from these estimates under different assumptions
or conditions.

     The Company believes the following critical accounting policies, among
others, may be impacted significantly by judgment, assumptions and estimates
used in the preparation of the unaudited Consolidated Financial Statements:

     The allowance for doubtful accounts is maintained to provide for losses
arising from customers' inability to make required payments. If there is
deterioration of our customers' credit worthiness and/or there is an increase
in the length of time that the receivables are past due greater than the
historical assumptions used, additional allowances may be required.

     Inventory is valued at the lower of cost (first-in first-out method) or
market.  Merchandise shipped from overseas is inventoried, and the
corresponding liability recorded, upon the Company's taking title to the
inventory.

     The Company's deferred income taxes arise primarily from the differences
in the recording of net operating losses, allowances for bad debts, inventory
reserves and depreciation expense for financial reporting and income tax
purposes. Income taxes are reported under the liability method pursuant to
SFAS No. 109 "accounting for income taxes".

Results of Operations
---------------------

     In July 2003, the Company purchased the outstanding common stock of
Michele Audio (more fully described below).  This acquisition has been
reported as a reverse acquisition.  As such, the historical information
presented reflects those of the operating company, Michele Audio.

     The Company's net sales for the seven months ended September 30, 2003
decreased by $618,341, or 5%, to $12,292,875 as compared to net sales of
$12,911,216 for the seven months ended September 30, 2002.  Net sales for the
three months ended September 30, 2003 decreased by $623,770, or 11%, to
$5,229,811 as compared to net sales of $5,853,581 for the three months ended
September 30, 2002.  As a result of the Company's current financing agreement,
the Company has not been able to obtain sufficient materials to manufacture
at its historical levels.  The Company is currently attempting to replace this
financing with those from another lender as discussed below.  This new
potential financing would allow the Company more flexibility in the opening
of letters of credit and allow the Company to obtain materials in a more
consistent manner.

     Our gross profit for the seven months ended September 30, 2003 totaled
$4,827,686 as compared to $6,229,568 for the seven months ended September 30,
2002.  Gross profit as a percentage of sales during 2003 was 39%, which is
significantly lower than those reflected historically.  This decrease is
primarily related to our difficulty in obtaining sufficient materials which
has caused production to become inefficient.

     General and administrative expenses for the seven months ended September
30, 2003 totaled $4,091,773 as compared to $4,961,509 for the seven months
ended September 30, 2002.  The decrease in general and administrative
expenses relates primarily to reduced payrolls, as well as reductions in
professional fees, telephone and utilities.

     Selling and shipping expenses for the seven months ended September 30,
2003 totaled $346,971 as compared to $286,421 for the seven months ended
September 30, 2002.  The increase in selling and shipping expenses is
primarily related to the increased bad debts during the current year.

     Interest expense for the seven months ended September 30, 2003 totaled
$405,775 as compared to $512,453 in the seven months ended September 30,
2002.  Interest expense for Michele Audio has increased in the last couple
years as additional facilities were purchased.  The Company expects the
interest expense to increase in the short-term as a result of several
short-term borrowing agreements.  The Company expects to repay these high-
interest short-term loans upon the obtaining of a new credit line facility.

     As a result of the foregoing, the Company had a net loss before
extraordinary items of $543,332 for the seven months ended September 30,
2003, as compared to $110,737 for the seven months ended September 30,
2002. The Company had a net loss of $356,359 for the three months ended
September 30, 2003, as compared to net loss before extraordinary items of
$11,929 for the three months ended September 30, 2002.

Liquidity and Capital Resources
-------------------------------

     The Company had a working capital deficiency on September 30, 2003
totaling $423,733. This deficiency is primarily the result of net losses
incurred as well as the obtaining of short-term financing.

     The Company has received a commitment letter from an asset-based
lender for financing totaling up to $3,000,000 in the form of a line of
credit.  Borrowings under the line of credit will bear interest at the
prime rate plus 2% per annum.  The line is to be secured by certain of the
Company's assets and guaranteed by two of the Company's officers.  The
Company intends to use this line to replace the existing line of credit
with Wells Fargo.  The commitment is subject to the successful completion
of negotiations with Wells Fargo.  There can be no assurance the Company
will be able to complete these negotiations satisfactorily.  Letters of
Credit may also be opened pursuant to the proposed agreement.  Upon the
opening of a letter of credit, 50% of the cost of the purchase, including
duty and freight, will be reserved against the availability of the line of
credit.  The Company will be charged a fee of 1/4 of 1% upon opening the
letter of credit and 1/4 of 1% for each 30 days the letter of credit remains
unpaid.

     In September 2003, the Company entered into a short-term note
agreement with a lender for $775,000.  The note which is due September 17,
2004, unless repaid sooner, bears interest at the rate of sixteen percent
(16%) per annum.  Interest only payments are due monthly.

     During the seven months ended September 30, 2003, we had net cash
provided by operating activities of $274,753. The cash provided by
operating activities resulted from the net loss as offset by depreciation
and amortization, increases in accounts payable and accrued expenses and
partially offset by increases in accounts receivable and prepaid expenses.

     We had net cash used in investing activities of $116,927 for the seven
months ended September 30, 2003.  The net cash used in investing activities
during the seven months ended September 30, 2003 resulted primarily from
the acquisition fixed assets.

     We had net cash provided by financing activities of $234,022 for the
seven months ended September 30, 2003. The cash provided by financing
activities during the seven months ended September 30, 2003 was primarily
the result of short-term borrowings as partially offset by payments on
long-term debt.

     As a result of the foregoing, the Company had a net increase in
cash and equivalents of $391,848 during the seven months ended September
30, 2003.


Inflation And Increasing Interest Rates
---------------------------------------

     In the past two fiscal years, inflation has not had a significant
impact on our business.  However, any significant increase in inflation
and interest rates could have a significant effect on the economy in
general and, thereby, could affect our future operating results.  In
addition, the interest on the Company's line of credit is based upon the
prime rate.  Any significant increase in the prime rate could
significantly impact our future operating results.

Item 3.  Controls and Procedures.

     (a)  Evaluation of Disclosure Controls and Procedures

     The Company's President and Treasurer have evaluated the Company's
disclosure controls and procedures as of a date within 90 days of the
filing date of this Report, and have concluded that these controls and
procedures are effective.

     (b)  Changes in Internal Controls

     There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the
date of such evaluation.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     None; not applicable.

Item 2.   Changes in Securities.

     Effective as of July 23, 2003, the Company's wholly-owned
subsidiary, Michele Audio, Inc., a Delaware corporation, was merged into
Michele Audio Corporation of America, a New Jersey corporation ("Michele
New Jersey").  As a result of the merger, the Company issued a total of
10,392,000 "unregistered" and "restricted" shares of its common stock to
the stockholders of Michele New Jersey in exchange for all of the issued
and outstanding shares of common stock of Michele New Jersey, and
Michele New Jersey became a wholly-owned subsidiary of the Company.

     For additional information, see the Company's Current Report on
Form 8-K, which was filed with the Securities and Exchange Commission on
July 28, 2003, and amended on October 6, 2003.  See the Exhibit Index,
Part II, Item 6 of this Report.

Item 3.   Defaults Upon Senior Securities.

      None; not applicable.

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

      On August 19, 2003, the Company's Board of Directors and the
holders of approximately 78.8% of its issued and outstanding shares of
common stock jointly consented: (i) to change the Company's name to
"Michelex Corporation" and (ii) the retain Seligson & Ginnatassio,
Certified Public Accountants, as the Company's auditors.

     The Company disclosed the change in accountants in a Current Report
on Form 8-K, which was filed with the Securities and Exchange Commission
on August 21, 2003.  On September 8, 2003, it filed a definitive proxy
statement with respect to the name change.  The name change became
effective on September 29, 2003.  See the Exhibit Index, Part II, Item 6
of this Report.

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.

      8-K Current Report dated July 23, 2003, filed July 28, 2003, and
amended October 6, 2003.

      8-K Current Report dated August 19, 2003, filed August 21, 2003.

<PAGE>

                                SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto
duly authorized.

                                        MICHELEX CORPORATION


Date: 12-16-03                          By: /s/ Ginette Gramuglia
     ----------                            ----------------------
                                           Ginette Gramuglia
                                           Director and President


Date: 12-16-03                              /s/ Thomas Gramuglia
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                                           Thomas Gramuglia
                                           Director, Vice President and
                                           Treasurer


Date: 12-16-03                              /s/ Sharon Bishop
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                                           Sharon Bishop
                                           Director and Secretary