Gramuglia Thomas – ‘SC 13D’ on 7/28/03 re: Michelex Corp

On:  Monday, 7/28/03, at 1:23pm ET   ·   Accession #:  1010412-3-174   ·   File #:  5-78951

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5±    21K 

Document Table of Contents

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

 SCHEDULE  13D

   UNDER  THE  SECURITIES  EXCHANGE  ACT  OF  1934

    Highway  One-OWEB,  Inc.
  (Name  of  Issuer)

      COMMON  STOCK,  PAR  VALUE  $.001  PER  SHARE.
    (Title  of  Class  of  Securities)

431251  
 (CUSIP  Number)

Mr. Thomas Gramuglia  
c/o Highway  One-OWEB, Inc. 
63 Trade Road 
Massena, New York 13662 
(315) 769-6616
--------------
(Name,  Address  and  Telephone  Number  of  Person Authorized  to    
Receive  Notices  and  Communications)

 July 23, 2003
(Date  of  Event  which  Requires  Filing  of  this Statement)            

If  the filing person has previously filed a statement on Schedule 13G          
to report the  acquisition  that  is  the subject of this Schedule 13D, and is  
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box [_].                                                              

NOTE:  Schedules  filed in paper format shall include a signed original         
and five copies of the schedule, including all exhibits. See Rule 13d-7 for     
other parties to  whom  copies  are  to  be  sent.                              

The information required on the remainder of this cover page shall not          
be deemed to  be  "filed"  for the purpose of Section 18 of the Securities      
Exchange Act of 1934  ("Act") or otherwise subject to the liabilities of that   
section of the Act but  shall  be  subject  to  all  other  provisions of the   
Act (however, see the Notes).                                                   

 SCHEDULE  13D

  CUSIP  NO.  431251

------------------------------------------------------------------------------  
1.    NAME  OF  REPORTING  PERSON                                   
S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

Thomas Gramuglia                                        
------------------------------------------------------------------------------  
2.    CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP     

(a)                                                     
(b)                                                     

------------------------------------------------------------------------------  
3.    SEC  USE  ONLY                                                

------------------------------------------------------------------------------  
4.    SOURCE  OF  FUNDS                                             

------------------------------------------------------------------------------  
5.    CHECK  BOX  IF  DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED   
PURSUANT TO  ITEMS  2(d)  or  2(e)                      

------------------------------------------------------------------------------  
6.    CITIZENSHIP  OR  PLACE  OF  ORGANIZATION                      

United States of America                                
------------------------------------------------------------------------------  
7.    SOLE  VOTING  POWER                                           

5,040,120                                               

NUMBER OF                                                     
SHARES                  8.    SHARED  VOTING  POWER         
BENEFICIALLY                                                        
OWNED  BY                      0                              
EACH REPORTING                                                      
PERSON                  9.    SOLE  DISPOSITIVE  POWER      
WITH                                                        
         5,040,120

------------------------------------------------------------------------------  
                    10.   SHARED  DISPOSITIVE  POWER

 0
------------------------------------------------------------------------------  

11.   AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING   
PERSON                                                  

5,040,120                                               

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

12.   CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN ROW (11)           
EXCLUDES CERTAIN SHARES                                 

------------------------------------------------------------------------------  
13.   PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)    

38.8%                                                   

------------------------------------------------------------------------------  
14.   TYPE  OF  REPORTING  PERSON                                   

IN                                                      
------------------------------------------------------------------------------  

*  The  reporting  person expressly disclaims (i) the existence of any          
group and (ii) beneficial ownership with respect to any shares other than 
the shares owned of  record  by  such  reporting  person.                 

 SCHEDULE  13D

ITEM  1.  SECURITY  AND  ISSUER.                                                

This  statement  relates to the common  stock, par value $.001 per share (the   
"Common Stock"), of Highway One-OWEB, Inc., a Utah corporation (the "Company"   
or the  "Issuer").  The Company's  principal executive offices are located at   
63 Trade Road, Massena, New York 13662.                                         

ITEM  2.  IDENTITY  AND  BACKGROUND.                                            

(a)  This  Statement  is  being  filed  by Thomas Gramuglia.                    

(b)  The business address of Thomas Gramuglia is 12 Serra Lane, Massena, New    
York 13662.                                                           

(c)  Thomas Gramuglia is  the Vice President/ Treasurer  and  a  Director  of   
the Company.                                                          

(d)  During  the  last five years, Thomas Gramuglia has not been                
convicted in any criminal  proceeding  (excluding  traffic  violations
and similar misdemeanors).                                            

(e)  During  the  last  five  years,  Thomas Gramuglia was not a party          
 to a civil proceeding of a judicial or administrative body of competent
  jurisdiction which, as  a result of such proceeding, made him subject to
  a judgment, decree or final order  enjoining  future  violations  of, or
prohibiting or mandating activities subject  to,  federal  or  state  
securities  laws or finding any violation with respect thereto.       

(f)  Thomas Gramuglia is a citizen of the United States of America.             

ITEM  3.  SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION.             

On July 7, 2003, the Company entered into an Agreement and Plan of Merger with  
Michele Audio Corporation of America, a New Jersey corporation ("Michele New    
Jersey") and Michele Audio, Inc., a Delaware corporation (the "Plan") whereby   
on July 23, 2003 (the "Closing Date"), Highway had a change in control.         
Pursuant to the Plan, at closing, the Company issued a total of 10,392,000      
"unregistered" and "restricted" shares of its common stock to the four holders  
of 95.5% of Michele New Jersey's issued and outstanding common stock.  Of this  
amount, Thomas Gramuglia received 5,040,120 shares.  As a result, as of the     
Closing Date (after giving  effect to  the Plan), the Company had 12,990,000    
shares of Common Stock                                                          
outstanding.                                                                    

ITEM  4.  PURPOSE  OF  TRANSACTION.                                             

The 5,040,120 shares of Common Stock representing 38.8% of the Company's        
Common Stock  in connection with the closing of the Plan. The shares were       
acquired for investment purposes.  Except in the ordinary course of business    
and except as otherwise  described  in  the  following  paragraph, Thomas       
Gramuglia has not formulated  any plans or proposals which would result in:     
(a)the acquisition of additional securities of the Company or the disposition   
of securities of the Company; (b) an extraordinary corporate transaction        
involving the Company or any of its subsidiaries; (c) a sale or transfer of a   
material amount of the assets of the Company or any of its subsidiaries; (d)    
any change in the present board of directors or management of the Company; (e)  
any material change in the Company's capitalization or dividend policy; (f)     
any other material change in the Issuer's business or corporate structure;(g)   
any change in the Company's charter or bylaws or other instrument               
corresponding thereto or other action which may impede the acquisition of       
control of the Company by any person; (h) causing a class of the Company's      
securities to be deregistered or delisted; (i) a class of equity securities of  
the Company becoming eligible for termination of registration; or (j) any       
action similar to any of those enumerated above.                                

Upon the completion of the Plan: (a) Michele New Jersey become a 95.5%-owned    
subsidiary of the Company; (b) the Company's sole business operations became    
those of Michele New Jersey; and (c) the former sole director and executive     
officer of the Company resigned and appointed new directors and executive       
officers to serve in those capacities (including the appointment of Thomas      
Gramuglia as the Vice President and Treasurer and a director of the Company).   
In the future, the Company may acquire or merge with other operating entities   
that management deem to be beneficial to the Company and its stockholders, in   
which case management expects that it would issue shares of its common stock    
as the consideration for such transaction(s).                                   

ITEM  5.  INTEREST  IN  SECURITIES  OF  THE  ISSUER.                            

(a)  According to the Company, there were 12,990,000 shares of Common Stock     
outstanding as of July 23, 2003.  Thomas Gramuglia is the             
  beneficial owner of 5,040,120  shares  of Common Stock, which represents
approximately 38.8% of the outstanding  shares  of  the  Company's    
Common Stock.                                                         

(b)  Thomas Gramuglia has the sole power to direct the vote of the              
5,040,120 shares of Common Stock beneficially owned by him and the    
sole power to direct the disposition of such shares.                  

(c)  Except as set forth in this Schedule 13D, there have been no               
sales or purchases with respect to the Company's shares effected      
during the past sixty days by Thomas Gramuglia .                      

(d)  Not Applicable.                                                            

(e)  Not Applicable.                                                            

ITEM  6.  CONTRACTS,  ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS             
WITH RESPECT TO  SECURITIES  OF  THE  ISSUER.                                   

Except as described above and elsewhere in this Schedule 13D, there are no      
contracts, arrangements, understandings or relationships (legal or otherwise)   
among Thomas Gramuglia and any other person with respect to any securities of   
the Company.                                                                    

ITEM  7.  MATERIAL  TO  BE  FILED  AS  EXHIBITS.                                

None; not applicable.                                                           

 SIGNATURE

After  reasonable  inquiry  and  to the best of my knowledge and    
belief, I certify  that  the information set forth in this statement is true,   
complete and correct.                                                           

Dated: July 23, 2003                                                            

/s/ Thomas Gramuglia                                                            
---------------------                                                           
Thomas Gramuglia                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		7/28/03		3,  8-K,  SC 13D
		7/23/03		3,  8-K,  8-K/A
		7/7/03
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