Michelex Corp – ‘DEFR14C’ on 2/1/06

On:  Wednesday, 2/1/06, at 12:39pm ET   ·   Effective:  2/1/06   ·   Accession #:  1010412-6-41   ·   File #:  0-26695

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Revised Definitive Proxy Information Statement   —   Schedule 14C
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14C     Revised Definitive Proxy Information Statement         5±    21K 

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DEFR14C
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SCHEDULE 14C INFORMATION          

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act  
of 1934                                                                         

Check the appropriate box:                                                      

[ ]  Preliminary Information Statement                                          

[ ]  Confidential, for use of the Commission only (as permitted by Rule 14c-    
5(d)(2))                                                              

[X] Revised Definitive Information Statement                                    

MICHELEX CORPORATION        
--------------------        
(Name of Registrant as Specified in its Charter)        

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required                                                            

[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

(1)  Title of each class of securities to which transaction applies:  N/A.      

(2)  Aggregate number of securities to which transaction applies:  N/A.         

(3)  Per unit price or other underlying value of transaction computed           
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the 
filing fee is calculated and state how it was determined):  N/A.      

(4)  Proposed maximum aggregate value of transaction:  N/A.                     

(5)  Total fee paid:  N/A.                                                      

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.  Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.                   

(1)   Amount Previously Paid:  $0.                            

(2)   Form, Schedule or Registration Statement No.:  N/A      

(3)   Filing Party:  N/A                                      

(4)   Date Filed:  N/A                                        

Contact Persons: Leonard W. Burningham, Esq.                                    
Branden T. Burningham, Esq.                   
Suite 205, 455 East 500 South Street          
Salt Lake City, Utah 84111                    
Tel: 801-363-7411; Fax: 801-355-7126          

DEFR14C
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MICHELEX CORPORATION                
63 Trade Road                 
Massena, New York 13662               

INFORMATION STATEMENT               

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE           
REQUESTED NOT TO SEND A PROXY           

INTRODUCTION                

     This Information Statement is being furnished to the stockholders
of Michelex Corporation, a Utah corporation (the "Company," "Michelex," "we",   
"our," "us" or words or similar import]), regarding an amendment to our         
Articles of Incorporation that will increase the amount of our authorized       
shares of common stock from 100 million to one billion.                         

   This amendment to our Articles of Incorporation was unanimously
adopted by the sole member of our Board of Directors and the two stockholders   
who collectively own a majority of the Company's issued and outstanding shares  
of common stock (the "Majority Stockholders").  Collectively, the Majority      
Stockholders beneficially own 48,708,360 shares of our common stock or          
approximately 55.1% of our outstanding voting securities at December 20, 2005,  
the date of the adoption of the amendment by the Board of Directors and         
Majority Stockholders (the "Joint Consent").  No other votes were required or   
necessary to adopt this amendment to our Articles of Incorporation, and none    
are being solicited hereunder.  See the captions "Voting Securities and         
Principal Holders Thereof" and "Amendment to our Articles of Incorporation and  
Vote Required for Approval," herein.                                            

     The amendment will become effective on the opening of business on
February 24, 2006, or a date that is at least 21 days from the mailing of       
this Information Statement to our shareholders.  This amendment to our          
Articles of Incorporation is the only matter covered by this Information        
Statement.                                                                      

APPROXIMATE DATE OF MAILING: February 3, 2006.    

   The following constitutes the full amendment to our Articles of
Incorporation:                                                                  

ARTICLE III         

CAPITALIZATION          

The aggregate number of shares which this corporation shall have
authority to issue is one billion (1,000,000,000) shares at $0.001 par value.   
All stock of the corporation shall be of the same class, common, and shall      
have the same rights and preferences.                                           

REASONS FOR THE ADOPTION OF THE AMENDMENT TO OUR ARTICLES OF        
INCORPORATION           

The Company has negotiated a Convertible Debenture in the principal   
amount of $3 million, and bearing interest at the rate of 10% per annum, in     
favor of Commander Smallcap Holdings Limited, a British Virgin Islands          
corporation ("Commander").  The Company has not yet executed the Convertible    
Debenture, but expects to execute it in the near future.                        

The unpaid principal amount of the Convertible Debenture will be      
convertible into shares of the Company's common stock at the lesser of:         

* 120% of the lowest closing bid price of our common stock in the 10  
trading days immediately preceding the date of escrow closing; or               

* 80% of the lowest closing bid price of our common stock in the five 
trading days preceding the date of conversion.                                  

  Section 4.17 of the Convertible Debenture Purchase Agreement under which
the Convertible Debenture is to be issued will require us to authorize and      
reserve for issuance five times the number of shares of common stock into       
which the Convertible Debenture is then convertible.  However, as of the date   
of the Joint Consent, we were authorized to issue 100,000,000 shares of common  
stock, with 88,347,309 shares already issued and outstanding.  Therefore, we    
need to significantly increase our authorized shares of common stock to ensure  
compliance with Section 4.17 of the Convertible Debenture Purchase Agreement.   

  The amendment of the Company's Articles of Incorporation to increase its
authorized shares to one billion will not have any immediate effect on the      
Company or its stockholders.  However, the amendment will allow us to issue 10  
times more shares than we are currently authorized to issue, and the issuance   
of these additional shares may result in significant dilution to our existing   
stockholders.                                                                   

DISSENTERS' RIGHTS          

  There are no dissenters' rights applicable with respect to the
amendment to our Articles of Incorporation.                                     

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON   

       No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person     
has any substantial interest, direct or indirect, by security holdings or       
otherwise, in the amendment to our Articles of Incorporation which is not       
shared by all other stockholders.                                               

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF     

Voting Securities.                                                              
------------------                                                              

     The securities that would have been entitled to vote if a meeting
was required to have been held regarding this amendment to our Articles of      
Incorporation consist of shares of our common stock.  Each share of our common  
stock is entitled to one vote.  The number of outstanding shares of our common  
stock at the close of business on November 30, 2005, the record date for        
determining our stockholders who would have been entitled to notice of and to   
vote on the amendment to our Articles of Incorporation, was 88,347,309 shares.  

Security Ownership of Principal Holders and Management.                         
-------------------------------------------------------                         

     The following table sets forth certain information as of November
30, 2005, regarding current beneficial ownership of the shares of our common    
stock by (i) each person known by us to own more than 5% of the outstanding     
shares of our common stock, (ii) each of our executive officers and directors,  
and (iii) all of our executive officers and directors as a group.  Except as    
noted, each person has sole voting and sole investment or dispositive power     
with respect to the shares shown.  The information presented is based upon      
88,347,309 outstanding shares of our common stock.                              

                  Position with        Number of Shares     Percentage
Name and Address       the Company          Beneficially Owned    of Class      
----------------       -------------        ------------------    --------      

Ginette Gramuglia      Stockholder          24,588,000            27.8%         
63 Trade Road                                                                   
Massena, NY 13662                                                               

Thomas Gramuglia       President            24,120,360            27.3%         
63 Trade Road          Vice President                                           
Massena, NY 13662      Director                                                 

Totals:                                     48,708,360            55.1%         

All executive officers and directors        24,120,360            27.3%         
of the Company as a group (one person)                                          

AMENDMENT TO OUR ARTICLES OF INCORPORATION AND VOTE REQUIRED FOR APPROVAL 

Utah Law.                                                                       
---------                                                                       

  Section 16-10a-1003 of the Utah Law provides that every amendment to the
Articles of Incorporation of a corporation shall first be adopted by the        
resolution of the Board of Directors and then be subject to the approval of     
persons owning a majority of the securities entitled to vote on any such        
amendment.                                                                      

  Resolutions to effect these amendments were unanimously adopted by Joint
Consent of sole member of our Board of Directors and the Majority Stockholders  
named under the caption "Voting Securities and Principal Holders Thereof." The  
Majority Stockholders collectively own approximately 55.1% of our outstanding   
voting securities.   No other votes or consents are required or necessary to    
effect the amendment.                                                           

Effective Date of Amendment.                                                    
----------------------------                                                    

        The effective date of the amendment to our Articles of Incorporation
will be on the opening of business on February 24, 2006, or 21 days from the    
mailing of this Information Statement to our shareholders.                      

NOTICE        

THE MAJORITY STOCKHOLDERS OF OUR COMPANY HAVE CONSENTED TO THE ADOPTION OF  
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION AND OWN IN EXCESS OF THE   
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THE AMENDMENT     
UNDER UTAH LAW. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE  
REQUESTED.        

              BY ORDER OF THE BOARD OF DIRECTORS

December 20, 2005              Thomas Gramuglia, President                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14C’ Filing		Date		First		Last			Other Filings
		2/24/06		2
		2/3/06		2					DEF 14C
Filed on / Effective on:		2/1/06
		12/20/05		2
		11/30/05		2
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