As filed with the Securities and Exchange Commission on October 14, 2004

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              MICHELEX CORPORATION
                 (Name of small business issuer in its Charter)

                    Utah                                87-0636107
                    ----                                ----------
          (State of incorporation)                 (IRS Employer ID No.)

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

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

                                  With Copy To:
                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463

                         Calculation of Registration Fee
<TABLE>

                                                                                     Proposed     Proposed
                                                                                      Maximum      Maximum
                                                                  Amount to be       Offering     Aggregate     Amount of
                                                                  Registered (1)    Price per     Offering     Registration
Title of Securities to be Registered                                                 Share (2)      Price        Fee (3)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------
<S>                                                               <C>                <C>          <C>          <C>
Common Stock (includes 700,000 Options) $0.001 par value........  1,511,308           $0.39        $589,410         $74.68



                                                                                                              --------------
                                                                                                                     $74.68
                                                                                                              --------------
</TABLE>

     (1)  Pursuant  to Rule 416,  this amount  also  includes  an  indeterminate
          number of  additional  shares that may be offered and issued by reason
          of  stock  splits,  stock  dividends  or  similar  transactions.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(h) under the  Securities  Act of 1933, as
          amended.  This estimate is based upon the closing price of $0.39 for a
          share of Michelex Corporation common stock on October 13, 2004.

     (3)  Fees are  calculated by  multiplying  the aggregate  offering price by
          .00012670  pursuant to Section 6(b) of the Securities Act.

Represents 811,308 shares of common stock and 700,000 options to purchase shares
of common stock to be issued pursuant to various legal services agreements.

<PAGE>


 PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We incorporate by reference into this registration statement the
following documents that we previously filed with the Securities and Exchange
Commission:

     1.   Our Quarterly Report on Form 10-QSB for the period ended June 30, 2004
          and filed with the SEC on August 27, 2004;

     2.   Our Form 10-KSB for the period ended  December 31, 2003 and filed with
          the SEC on April 15, 2004.

         In addition, all documents that we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this registration statement and before we file a post-effective
amendment to this registration statement that indicates that all securities
offered pursuant to this registration have been sold, or that deregisters all
the securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be part of this registration
statement from the date of filing of those documents. Any statement contained in
a document incorporated, or deemed to be incorporated by reference, in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement, to the extent that a statement contained in this
registration statement, or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference in this registration
statement, modifies or supersedes that statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.
         Certain legal matters with respect to the shares of common stock being
registered pursuant to this registration statement will be passed upon by
Kaufman & Associates, PLLC. Ronald C. Kaufman, a member of Kaufman & Associates,
PLLC owns 1,453,000 options to purchase shares of our common stock that are
being registered pursuant to this Form S-8 Registration Statement.

Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Utah law of all persons we have the power to
indemnify under Utah law. Such indemnification is not deemed to be exclusive of
any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

                                       2
<PAGE>

Item 8. Exhibits.
   Exhibit Number   Description of Exhibit

         5.1        Opinion of Kaufman & Associates, PLLC

        23.1        Consent of Accountant Seligson & Giannattasio, LLP

        23.2        Consent of Kaufman & Associates (included in Exhibit  35.1)

Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

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

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

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

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

                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Utah, on this 14th day of October, 2004.



                                      MICHELEX CORPORATION


                                      /s/ THOMAS GRAMUGLIA
                                      ------------------------------
                                      Thomas Gramuglia
                                      Director, Vice President and Treasurer

                                       4
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{"company-data": {"conformed-name": "MICHELEX CORP", "cik": "0001084263", "assigned-sic": "9995", "irs-number": "870636107", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119758", "film-number": "041079613"}, "business-address": {"street1": "430 4TH STREET", "city": "OGEN", "state": "UT", "zip": "84404", "phone": "8013926056"}, "mail-address": {"street1": "63 TRADE ROAD", "city": "MASSENA", "state": "NY", "zip": "13662"}}
As filed with the Securities and Exchange Commission on October 14, 2004

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              MICHELEX CORPORATION
                 (Name of small business issuer in its Charter)

                    Utah                                87-0636107
                    ----                                ----------
          (State of incorporation)                 (IRS Employer ID No.)

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

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

                                  With Copy To:
                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463

                         Calculation of Registration Fee

                                                                                     Proposed     Proposed
                                                                                      Maximum      Maximum
                                                                  Amount to be       Offering     Aggregate     Amount of
                                                                  Registered (1)    Price per     Offering     Registration
Title of Securities to be Registered                                                 Share (2)      Price        Fee (3)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------
Common Stock (includes 700,000 Options) $0.001 par value........  1,511,308           $0.39        $589,410         $74.68

                                                                                                              --------------
                                                                                                                     $74.68
                                                                                                              --------------
(1)  Pursuant  to Rule 416,  this amount  also  includes  an  indeterminate
          number of  additional  shares that may be offered and issued by reason
          of  stock  splits,  stock  dividends  or  similar  transactions.

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in accordance  with Rule 457(h) under the  Securities  Act of 1933, as
          amended.  This estimate is based upon the closing price of $0.39 for a
          share of Michelex Corporation common stock on October 13, 2004.

     (3)  Fees are  calculated by  multiplying  the aggregate  offering price by
          .00012670  pursuant to Section 6(b) of the Securities Act.

Represents 811,308 shares of common stock and 700,000 options to purchase shares
of common stock to be issued pursuant to various legal services agreements.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We incorporate by reference into this registration statement the
following documents that we previously filed with the Securities and Exchange
Commission:

     1.   Our Quarterly Report on Form 10-QSB for the period ended June 30, 2004
          and filed with the SEC on August 27, 2004;

     2.   Our Form 10-KSB for the period ended  December 31, 2003 and filed with
          the SEC on April 15, 2004.

         In addition, all documents that we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this registration statement and before we file a post-effective
amendment to this registration statement that indicates that all securities
offered pursuant to this registration have been sold, or that deregisters all
the securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be part of this registration
statement from the date of filing of those documents. Any statement contained in
a document incorporated, or deemed to be incorporated by reference, in this
registration statement shall be deemed to be modified or superseded for purposes
of this registration statement, to the extent that a statement contained in this
registration statement, or in any other subsequently filed document that also
is, or is deemed to be, incorporated by reference in this registration
statement, modifies or supersedes that statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.
         Certain legal matters with respect to the shares of common stock being
registered pursuant to this registration statement will be passed upon by
Kaufman & Associates, PLLC. Ronald C. Kaufman, a member of Kaufman & Associates,
PLLC owns 1,453,000 options to purchase shares of our common stock that are
being registered pursuant to this Form S-8 Registration Statement.

Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Utah law of all persons we have the power to
indemnify under Utah law. Such indemnification is not deemed to be exclusive of
any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

                                       2
Item 8. Exhibits.
   Exhibit Number   Description of Exhibit

         5.1        Opinion of Kaufman & Associates, PLLC

        23.1        Consent of Accountant Seligson & Giannattasio, LLP

        23.2        Consent of Kaufman & Associates (included in Exhibit  35.1)

Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

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

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

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

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

                                       3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Utah, on this 14th day of October, 2004.

                                      MICHELEX CORPORATION

                                      /s/ THOMAS GRAMUGLIA
                                      ------------------------------
                                      Thomas Gramuglia
                                      Director, Vice President and Treasurer

                                       4