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

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

               For the three month period ended September 30, 2004


                                       OR

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                      Commission file number _____________


                       Speaking Roses International, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Utah                                           20-0612376
---------------------------------                    ----------------------
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                    Identification Number)


           545 West 500 South                                 84010
----------------------------------------                   ----------
             Bountiful, Utah                               (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (801) 677-7673

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class                 Name of each exchange on which registered
--------------------                -----------------------------------------
        None                                           None

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock (par value, $.001 per share)
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [x] No [ ]

As of November 8, 2004,  there were  26,939,207  common shares of the registrant
outstanding.
<PAGE>

PART I. FINANCIAL INFORMATION.


Item 1.  Financial Statements

The accompanying unaudited financial statements of Speaking Roses International,
Inc. ("SRII" or the "Company") for the three and nine months ended September 30,
2004 and the three and nine months ended  September 30, 2003, have been prepared
in accordance with accounting principles generally accepted in the United States
of  America  for  interim  financial  reporting  and  pursuant  to the rules and
regulations of the Securities and Exchange  Commission.  The unaudited financial
statements  for the three and nine months ended  September 30, 2003 are combined
results of Millennium  Electronics,  Inc. (which had no active operations during
that period) and Speaking  Roses,  LLC. The financial  statements do not include
all of the information and footnotes required by accounting principles generally
accepted for complete financial statements. These financial statements should be
read in  conjunction  with the notes hereto,  and the financial  statements  and
notes  thereto  included in our annual  report on Form 10-KSB for the year ended
December 31, 2003, which are incorporated herein by this reference.

In management's  discussion of operations and financial condition below, we have
compared the operating results and financial condition of SRII for the three and
nine months ended September 30, 2004 and of Speaking Roses LLC for the three and
nine months ended  September 30, 2003. We believe these  comparisons  may not be
meaningful  and  caution  should be  exercised  by  readers in  utilizing  these
comparisons.

All adjustments  (consisting of normal recurring entries) necessary for the fair
presentation  of our  results of  operations,  financial  position  and  changes
therein  for the  three  and nine  months  ended  September  30,  2004 have been
included.  The  results  of  operations  for the  three  and nine  months  ended
September 30, 2004 may not be indicative of the results that may be expected for
the year ending December 31, 2004.


                       See Notes to Financial Statements.

                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>
                       SPEAKING ROSES INTERNATIONAL, INC.
                                 BALANCE SHEET

                                                                         September 30
                                                                             2004
                                                                         -----------
                                                                         (Unaudited)
ASSETS
<S>                                                                      <C>
CURRENT ASSETS
     Cash and cash equivalents                                           $   389,145
     Accounts receivable, less allowance for losses
     of $11,510                                                              129,971
     Inventories                                                              51,953
     Prepaid Expenses                                                          2,975
                                                                         -----------

             TOTAL CURRENT ASSETS                                            574,044
                                                                         -----------
PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation of $65,778                                     241,940
                                                                         -----------
OTHER ASSETS
     Deposits                                                                  6,285
     Patents and trademarks, net of accumulated amortization of $7,923       227,403
                                                                         -----------

                                                                             233,688
                                                                         -----------

             TOTAL ASSETS                                                $ 1,049,672
                                                                         ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable, trade                                             $   167,676
     Accrued expenses                                                         85,224
     Deferred revenue                                                        124,548
     Current portion of long-term debt                                        37,249
                                                                         -----------
             TOTAL CURRENT LIABILITIES                                       414,697
                                                                         -----------
LONG-TERM DEBT, less current portion above                                     6,064
                                                                         -----------

Preferred Stock, par value $.001, authorized 30,000,000 shares and
     0 shares issued and outstanding                                            --
Common Stock, par value $.001, authorized 70,000,000 shares and
     26,439,207 shares issued and outstanding                                 26,439
     Additional paid-in capital                                            3,954,327
     Accumulated deficit                                                  (3,351,855)
                                                                         -----------
                                                                             628,911
                                                                         -----------

            TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                  $ 1,049,672
                                                                         ===========
</TABLE>

                       See Notes to Financial Statements

                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>

                       SPEAKING ROSES INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS

                                                        Three months ended               Nine months ended
                                                           September 30                     September 30
                                                      2004             2003            2004             2003
                                                  --------------   --------------  --------------   --------------
                                                    (Unaudited)     (Unaudited)      (Unaudited)      (Unaudited)

SALES
<S>                                               <C>              <C>             <C>              <C>
     Product sales                                $     179,756    $      73,005   $   1,302,583    $     163,265
     License fees and other revenue                      53,787                -         150,296                -
     Royalties                                           11,321                -          40,458                -
                                                  --------------   --------------  --------------   --------------
        NET SALES                                 $     244,864    $      73,005   $   1,493,337    $     163,265

COST OF GOODS SOLD - Product                            121,927           71,010         999,848          105,564
                                                  --------------   --------------  --------------   --------------

        GROSS PROFIT                                    122,937            1,995         493,489           57,701

OPERATING EXPENSES
     Sales and marketing expenses                       331,064          165,830         921,403          338,978
     General and adminstrative expenses                 448,865          229,712       1,668,303          549,230
                                                  --------------   --------------  --------------   --------------
                                                        779,929          395,542       2,589,706          888,208

        OPERATING LOSS                                 (656,992)        (393,547)     (2,096,217)        (830,507)
                                                  --------------   --------------  --------------   --------------

OTHER INCOME (EXPENSE)
     Other income                                           558                -           1,129                -
     Interest income                                      1,366                -           6,547                -
     Interest expense                                    (2,149)          (5,010)        (14,936)         (27,820)
                                                  --------------   --------------  --------------   --------------

        TOTAL OTHER INCOME (EXPENSE)                       (225)          (5,010)         (7,260)         (27,820)
                                                  --------------   --------------  --------------   --------------

        LOSS BEFORE PROVISION FOR INCOME TAXES         (657,217)        (398,557)     (2,103,477)        (858,327)
                                                  --------------   --------------  --------------   --------------

        Income taxes                                       (800)               -            (900)               -
                                                  --------------   --------------  --------------   --------------

        NET LOSS                                  $    (658,017)   $    (398,557)  $  (2,104,377)   $    (858,327)
                                                  ==============   ==============  ==============   ==============

        NET LOSS PER BASIC AND DILUTED
           COMMON SHARE                           $       (0.02)   $       (0.02)  $       (0.08)   $       (0.04)

        WEIGHTED AVERAGE NUMBER OF COMMON
           SHARES OUTSTANDING
           (BASIC AND DILUTED)                       26,439,207       21,668,291      25,562,548       21,668,291
</TABLE>

                       See Notes to Financial Statements.

                                     - 4 -
<PAGE>

<TABLE>
<CAPTION>
                       SPEAKING ROSES INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS

                                                                    Nine months ended
                                                                      September 30
                                                                  2004            2003
                                                               -----------    -----------
                                                               (Unaudited)    (Unaudited)
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $(2,104,377)   $  (858,327)
     Adjustments to reconcile net loss to net cash
         flows from operating activities:
         Depreciation and amortization                              48,350         15,223
         Gain on sale of assets                                        (53)          --
         Allowance for doubtful accounts                             3,257          8,253
     (Increase) decrease in operating assets:
         Accounts receivable                                        42,628        (17,156)
         Inventories                                               (42,212)       (13,982)
         Prepaid expenses                                            7,527           --
         Deposits                                                   (1,500)        (4,785)
     Increase (decrease) in operating liabilities:
         Accounts payable, trade                                  (197,165)       181,463
         Deferred revenue                                          (98,734)          --
         Accrued expenses                                           21,168         17,303
                                                               -----------    -----------

             NET CASH FLOWS USED IN OPERATING ACTIVITIES        (2,321,111)      (672,008)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in property and equipment                         (133,144)      (111,242)
     Patents, trademarks and other intangibles                    (143,935)       (40,869)
                                                               -----------    -----------

             NET CASH FLOWS USED IN INVESTING ACTIVITIES          (277,079)      (152,111)
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from related party loans                                --          813,614
     Principal payments of notes payable                        (1,105,789)          --
     Proceeds from sale of common stock                          4,051,401           --
                                                               -----------    -----------

             NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES     2,945,612        813,614
                                                               -----------    -----------

             TOTAL INCREASE (DECREASE)  IN CASH
                 AND CASH EQUIVALENTS                              347,422        (10,505)

             CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         41,723         14,754
                                                               -----------    -----------

             CASH AND CASH EQUIVALENTS, END OF PERIOD          $   389,145    $     4,249
                                                               ===========    ===========
</TABLE>
                       See Notes to Financial Statements.

                                     - 5 -
<PAGE>


                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS

(1) Summary of significant accounting policies

         Nature  of  operations  -  Speaking  Roses  International,   Inc.  (the
         "Company" or "SRII") owns proprietary technology used to emboss flowers
         and  other  products.  The  technology  allows  end  users  to  request
         personalized floral arrangements using standardized or unique messages,
         logos,  trademarks,   and  pictures.  The  Company  has  licensed  that
         technology  to large  wholesale  flower  concerns and other  parties to
         perform the actual  embossing  of flowers.  In the United  States,  the
         Company sells embossed flowers and bouquets containing embossed flowers
         to individuals,  businesses,  florists, chain stores, funeral homes and
         large  wedding  and  corporate   event  planners  with  production  and
         fulfillment  primarily provided by licensed wholesale flower providers.
         The Company is building  an in-house  sales force to sell its  products
         within these channels of  distribution.  The Company intends to license
         the technology and the equipment used for the embossing  process and to
         outsource   fulfillment  to  third  parties  as  its  primary  business
         operation.  As a result,  the Company  will only operate in that market
         segment for the  foreseeable  future.  The Company  also  licenses  the
         technology  and equipment to exclusive  licensees in the  international
         markets.

         Quarterly   financial   statements  -  The   preparation  of  financial
         statements 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  financial
         statements  and  accompanying   notes.   Actual  results  could  differ
         materially from those estimates.  The accompanying  unaudited condensed
         financial   statements  have  been  prepared  in  accordance  with  the
         instructions  to Form 10-QSB but do not include all of the  information
         and notes required by accounting  principles  generally accepted in the
         United States and should,  therefore,  be read in conjunction  with our
         annual report on Form 10-KSB.  These financial  statements  include all
         normal  recurring  adjustments that we believe are necessary for a fair
         presentation of the statements.  The interim  operating results are not
         necessarily indicative of the results for a full year.

         Use  of  estimates  -  The  preparation  of  financial   statements  in
         conformity with U.S. generally accepted accounting  principles requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and liabilities at the date of financial  statements,  and the reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results could differ from those estimates.

                                     - 6 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(1) Summary of significant accounting policies (Continued)

         Cash and cash  equivalents  - For  purposes  of the  statement  of cash
         flows, the Company  considers all highly liquid  investments  purchased
         with   original   maturities  of  three  months  or  less  to  be  cash
         equivalents.

         Loss per share - The Company applies Statement of Financial  Accounting
         Standards No. 128 Earnings Per Share (SFAS No. 128), which requires the
         calculation  of basic and diluted loss per share.  Basic loss per share
         of common  stock is computed  based on the  weighted-average  number of
         common shares outstanding during the period.  Diluted loss per share is
         computed  on  the  basis  of  the  average   number  of  common  shares
         outstanding  plus the dilutive effect of outstanding  stock options and
         warrants, if any, using the "treasury stock" method.

         Comprehensive  income - The  Company  applies  Statement  of  Financial
         Accounting  Standards No. 130 Reporting  Comprehensive Income (SFAS No.
         130).  Comprehensive  income is  defined  as the  change in equity of a
         business  enterprise during a period from transactions and other events
         and  circumstances  from non owner sources.  It includes all changes in
         equity  during a period  except those  resulting  from  investments  by
         owners and  distributions  to owners.  The Company has not had any such
         items during the period and,  consequently,  net loss and comprehensive
         loss are the same.

         Inventory valuation - Inventories consist primarily of packaging,  inks
         and  accessories  such as vases and are  stated at the lower of cost or
         market.  Cost has been  determined  on the first-in,  first-out  basis.
         Market is based upon realizable value.

         Patents and  trademarks - Specific  costs related to obtaining  certain
         patents and  trademarks of the Company have been  capitalized.  Patents
         are  amortized  over  their  legal  life of 20  years  from the date of
         filing.   Trademarks  are  not  amortized  as  their  lives  have  been
         determined to be indefinite.

         Depreciation  and  amortization  -  Property  under  capital  leases is
         amortized  over the terms of the  respective  leases  or the  estimated
         useful   lives  of  the  assets.   Depreciation   is  computed  on  the
         straight-line method over the following estimated useful lives:

                                     - 7 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(1) Summary of significant accounting policies (Continued)

            Assets                                                Useful Lives

         Printing equipment                                       3 - 5 years
         Machinery and equipment                                  3 - 5 years
         Furniture and fixtures                                   3 - 5 years
         Computer equipment                                           5 years
         Software                                                     5 years

         Advertising  costs - Advertising  costs are charged to  operations when
         incurred.  Advertising  expense  was $7,628  and  $25,585 for the three
         months ended  September 30, 2004 and  2003,  respectively.  Advertising
         expense was $326,796 and $116,863 for the  nine months ended  September
         30, 2004 and 2003, respectively.

         Income  Taxes - Income  taxes  are  accounted  for  under the asset and
         liability  method.  Deferred  income  tax assets  and  liabilities  are
         recognized for the future tax consequences  attributable to differences
         between the financial statement carrying amounts of existing assets and
         liabilities  and their  respective tax basis using enacted tax rates in
         effect for the year in which the  differences  are  expected  to affect
         taxable income. The Company provides a valuation allowance for deferred
         tax assets  when it does not  believe  that it is more  likely than not
         that the deferred tax assets will be realized.  At September  30, 2004,
         the Company has  recorded a full  valuation  allowance  on its deferred
         income tax assets.

         Revenue  recognition - Revenue from direct  product sales is recognized
         when the following four revenue  criteria (as defined by the Securities
         and Exchange  Commissions Staff Accounting Bulletin No. 101 ("SAB 101")
         ) are met:  (1)  persuasive  evidence  of an  arrangement  exists;  (2)
         products are shipped and the customer  takes  ownership and assumes the
         risk of loss; (3) the selling price is fixed or  determinable;  and (4)
         collectibility is reasonably assured.  The Company uses domestic floral
         wholesalers  to emboss,  fulfill and  distribute  their direct  product
         sales.  The  wholesalers  emboss and fulfill orders using the Company's
         proprietary   technology   and  equipment.   Under  these   fulfillment
         arrangements,  the Company is the primary  obligor,  assumes  inventory
         risk  upon  customer  return,  establishes  price,  provides  embossing
         specifications  and techniques and assumes credit risk. As a result and
         in  accordance  with  Emerging  Issues Task Force No. 99-19  "Reporting
         Revenue Gross as a Principal versus Net as an Agent" (EITF 99-19).  The
         Company  recognizes  revenue on a gross basis for direct product sales.
         Gross sales are reduced by returns,  chargebacks and other discounts to
         obtain such sales.

                                     - 8 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(1) Summary of significant accounting policies (Continued)

         Revenue from licensing  agreements with  international  wholesalers are
         recognized on a monthly basis over the life of the agreement  beginning
         on the commencement date of the license  agreement.  Under the terms of
         these  non-cancelable  license  agreements,  fees are generally paid in
         advance  for  the  exclusive  rights  to  distribute  imprinted  floral
         products within a geographical  region. Fees under these agreements are
         generally paid at inception.  The terms of these non-cancelable license
         agreements  are  generally  2-4 years.  Additionally,  the Company also
         receives a royalty on sales of all imprinted flowers and monthly rental
         fees for use of the proprietary equipment.  Royalties are recognized as
         earned in accordance with SAB 101 and EITF 99-19.

         Revenue  from  wholesale  originated  sales is  recognized  as  royalty
         revenue when the revenue recognition criteria as defined in SAB 101 are
         met. Under these arrangements,  the wholesaler initiates sales to their
         customers,  are  responsible for collections and have a risk of loss of
         inventory.  For  royalty  revenue,  the  Company  recognizes  only  the
         royalty portion  of the price  its  customers  pay  for  the  purchased
         products since the Company is acting as an agent in such  transactions.
         Royalty revenues are reduced by the impact of returns,  chargebacks and
         discounts to obtain such sales.

         Stock based  compensation - The Company applies  Statement of Financial
         Accounting  Standards No. 123, Accounting for Stock Based Compensation,
         (SFAS No. 123) which  requires  disclosure  of the fair value and other
         characteristics  of stock  options.  The Company  has chosen  under the
         provision of SFAS No. 123 to continue using the intrinsic  value method
         of accounting for employee stock based  compensation in accordance with
         the  Accounting  Principles  Board Option No. 25,  Accounting for Stock
         Issued to Employees. SFAS No. 123 requires that companies that continue
         to  follow  APB 25  provide  a pro forma  disclosure  of the  impact of
         applying the fair value method of SFAS No. 123. Because the Company had
         no outstanding stock options or warrants for all periods presented,  no
         pro forma disclosure is necessary.

         Receivables  - The  Company  records  an  allowance  for bad  debts  on
         accounts  receivable  based on the  collection  history of the specific
         account  receivable.  There was an allowance for bad debts at September
         30, 2004 of $11,510.

         Concentrations of credit risk - Financial instruments which potentially
         subject the Company to  concentrations  of credit risk  consist of cash
         and cash equivalents.  The Company places its cash and cash equivalents
         with federally  insured financial  institutions.  The Company's cash in
         its banks exceeds the federally insured limits.

                                     - 9 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(2)      Intangible assets
                                                                September 30,
                                                                    2004
                                                                --------------
         Amortized intangibles
              Patents and other intangibles, net
              of accumulated amortization of $7,923              $     128,890
                                                                 --------------
                  Total amortized intangibles                          128,890
         Unamortized intangibles
              Trademarks                                                98,513
                                                                 --------------

                  Total intangible assets                        $     227,403
                                                                 ==============

        Amortization  expense  was  $1,613  and  $4,924  for the three and nine
         months ended September 30, 2004 and $1,727 and $1,727 for the three and
         nine months ended  September  30, 2003.  Accumulated  amortization  was
         $7,923 as of September 30, 2004.

(3)     Property and equipment
        ----------------------
                                                                 September 30,
                                                                     2004
                                                                 --------------
        Printing equipment                                       $    124,254
        Machinery and equipment                                        69,185
        Furniture and fixtures                                         27,231
        Computer equipment                                             58,653
        Software                                                       28,395
                                                                 ------------
                                                                      307,718
        Accumulated depreciation and amortization                     (65,778)
                                                                 ------------
              Net property and equipment                         $    241,940
                                                                 ============

        Included in property, plant and equipment are the following leases:

                                     - 10 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(3)     Property and equipment (continued)
        ----------------------------------
                                                                 September 30,
                                                                     2004
                                                                 --------------

        Telephone equipment                                      $      6,714
        Furniture & Fixtures                                            7,460
        Printing equipment                                             71,445
                                                                 --------------
                                                                       85,619
        Accumulated amortization                                      (31,437)
                                                                 --------------
             Net property and equipment under
                capital leases                                   $     54,182
                                                                 ==============

         The aggregate  depreciation and amortization  charged to operations was
         $16,522 and $43,426 for the three and nine months ended  September  30,
         2004,  respectively.  Depreciation  charged to operations for the three
         and nine months  ended  September  30,  2003 was  $13,496 and  $13,496,
         respectively.

(4)      Stock option plan
         ------------------

         During the period ended  September  30, 2004,  the  Company's  Board of
         Directors  adopted the "2004  Speaking  Roses Equity  Incentive  Plan."
         Future  stock  option  grants are expected to be granted at an exercise
         price equal to or greater  than the fair market  value,  vest over four
         years and have an exercise period of ten years. No options were granted
         during the period ended  September 30, 2004.  The Company has set aside
         5,000,000  shares of its common stock to  administer  the plan and make
         available to employees, directors and non-employee consultants.

(5)      Long-term debt
         ---------------

            Capitalized lease obligations.                       $     43,313
                                                                 ------------

                Total long-term debt                                   43,313

                Less current portion                                   37,249
                                                                 ------------

                Noncurrent portion                               $      6,064
                                                                 ============

                                     - 11 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(6)      Operating leases

         The  Company  leases its office  facility  under a six month  operating
         lease.  Rent expense for the three months ended  September 30, 2004 and
         2003 was $13,341 and $13,203,  respectively and $41,580 and $53,663 for
         the nine months ended September 30, 2004 and 2003, respectively.

         During the period ended June 30, 2004,  the Company  entered into a one
         year lease for its production facility. Rent expense for the production
         facility  for the three and nine months  ended  September  30, 2004 was
         $2,100 and $2,800, respectively.

(7)      Lessor leases

         In 2003, the Company began leasing its  proprietary  floral  imprinting
         equipment to floral  shops and  distributors  under two year  licensing
         agreements. The future minimum lease payments to be received from these
         non-cancelable  licensing  agreements  as of  September  30,  2004 were
         $27,114  for the  fourth  quarter of 2004 and  $80,243 in 2005.  Rental
         property under licensing and equipment lease agreements consists of the
         following:

                                                                 September 30,
                                                                     2004
                                                                 --------------
         Cost
           Printing equipment                                    $     37,678
           Less accumulated depreciation                              (13,929)
                                                                 --------------

             Net leased printing equipment                       $     23,749
                                                                 =============

(8)      Income Taxes
         ------------

         The Company has net operating loss  carryforwards  which give rise to a
         deferred tax asset.  Because the Company has no assurance  that the tax
         benefit from the net operating loss will ever be realized,  a valuation
         allowance has been provided equal to the amount of the net deferred tax
         assets.  Income tax expense for the three  months and nine months ended
         September  30,  2004 and 2003  represent  minimum  state  income  taxes
         actually paid during those periods.


                                     - 12 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(9)      Private placement of securities and stock rescission
         ----------------------------------------------------

         In February 2004, the Company completed a $4,000,000  private placement
         offering  under Rule 506 of  Regulation  D by selling  4,000,000 of its
         common  shares  at a price of $1.00  per  share.  The  proceeds  of the
         offering were used to repay debt and working capital.

         In March 2004, the Company's  management  determined that the pro forma
         financial   statements  included  as  part  of  the  private  placement
         memorandum  contained certain errors.  The Company elected to conduct a
         rescission  offer allowing the private  placement  investors to rescind
         their stock  purchase.  The rescission  offer was completed on June 30,
         2004.  A total of five  investors  (who  acquired  a total of 89,000 in
         common  shares in the  Private  Placement)  elected  to  rescind  their
         investments.  The Company  refunded  the amount of  $92,000,  including
         interest, to those investors that elected to rescind.

(10)     Related party transactions
         --------------------------

         For the three months  ended  September  30, 2004 and 2003,  the Company
         paid management and consulting fees of $973 and $20,293,  respectively,
         to companies controlled by affiliates of certain principal shareholders
         of the Company.  For the nine months ended September 30, 2004 and 2003,
         the Company paid $30,235 and $69,619, respectively.

(11)     Cash flow disclosures
         ---------------------

         Cash  consists  of cash on hand  and  demand  deposits  with  financial
         institutions.  Amounts  paid for interest for the three and nine months
         ended  September 30, 2004 and 2003 were $2,149,  $5,010 and $14,936 and
         $27,820, respectively.

(12)     Subsequent events
         -----------------

         Subsequent to the period ended  September 30, 2004,  the Company issued
         500,000  shares of its $.001 par value  common  stock for $500,000 in a
         private placement with a minority shareholder of the Company.

         Also  subsequent to the period ended  September  30, 2004,  the Company
         entered  into  a  license  agreement  with  Dole  Fresh  Flowers,  Inc.
         ("Dole"), a

                                     - 13 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(12)     Subsequent events (Continued)
         ----------------------------

         subsidiary  of Dole Food Company,  Inc. The  agreement  permits Dole to
         emboss images and phrases on fresh  flowers using the Company's  patent
         pending  technology.  Dole will pay the Company a royalty per  embossed
         flower  sold in mixed  bouquets  and for sales of single  roses or rose
         bouquets.  The Company and Dole  intends to sell the  embossed  flowers
         primarily to the mass markets, which includes grocery store chains.

         Subsequent to the period ended  September 30, 2004, the Company granted
         620,000 options under the "2004 Speaking Roses Equity  Incentive Plan."
         The options were granted on October 21, 2004 at an exercise price equal
         to the fair market value on the date of the grant. The Company's quoted
         stock price on October 21, 2004 was $1.70 per share.  The options  were
         granted to employees of the Company.




                                     - 14 -
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.


Item 2.  Management's Discussion and Analysis or Plan

This  Management's  Discussion  and Analysis or Plan ("MD&A")  should be read in
conjunction with our interim financial statements and notes thereto which appear
elsewhere in this  Quarterly  Report and the MD&A contained in our Annual Report
on Form 10-KSB filed with the Securities and Exchange  Commission (the "SEC") on
April 13, 2004. The following discussion contains forward-looking statements and
should also be read in conjunction with "Forward Looking  Statements" below. All
amounts presented in the MD&A are rounded to the nearest thousand.

Overview

We own proprietary  technology  used to emboss flowers and other  products.  The
technology allows end users to request  personalized  floral  arrangements using
standardized  or  unique  messages,  logos,  trademarks  and  pictures.  We have
licensed that technology to large wholesale flower concerns and other parties to
perform the actual embossing of flowers.  In the United States, we sell embossed
flowers and bouquets  containing  embossed  flowers to individuals,  businesses,
florists,  chain stores,  funeral  homes and large  wedding and corporate  event
planners with  production  and  fulfillment  primarily  provided by the licensed
wholesale flower providers.  We are building an in-house sales force to sell our
products within these channels of distribution. We intend to continue to license
the technology and the equipment used for the embossing process and to outsource
fulfillment to third parties as our primary business operation. Internationally,
we license the technology  and equipment to exclusive  licensees in return for a
license fee plus ongoing royalty payments.

On February 6, 2004,  we acquired all the business and assets of Speaking  Roses
LLC  ("SR"),   an  Idaho  limited  liability  company  that  formerly  held  the
intellectual  property for embossing  floral  products and changed our name from
"Millennium  Electronics,  Inc."  to  Speaking  Roses  International,  Inc.  For
information regarding that transaction, see our Current Report on Form 8-K filed
February 20, 2004. Prior to the consummation of the February 2004  transactions,
we had not conducted active business operations for several years.

Set forth below are comparisons of financial statement information for the three
and nine month  periods ended  September  30, 2004 and  September 30, 2003.  The
unaudited financial statements for the three and nine months ended September 30,
2003 are combined results of Millennium  Electronics,  Inc. (which had no active
operations) and SR.

We believe the comparison of financial  statement  information for the three and
nine months ended  September 30, 2004 with financial  statement  information for
the same period during the previous year may not provide meaningful  information
regarding  our  financial  position  or the results of  operations.  Persons who
review the following information should carefully consider the following:

                                     - 15 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         o    Under  applicable  accounting  regulations,   our  operations  are
              treated as  continuations  of the  operations  of SR,  rather than
              Millennium Electronics, Inc.
         o    SR was formed in 2002,  had  nominal  sales in 2002 and began full
              sales and  production  activities  only  during the latter part of
              2003.
         o    SR was a  non-corporate  entity  for  tax  purposes  and  the  tax
              benefits and burdens of its operations  were generally  attributed
              to its members.  As a result,  SR may have treated certain aspects
              of its  operations  in a manner  differently  than it  would  have
              treated those aspects if had been a taxable  corporate  entity. We
              have made no adjustments in the comparative  information  provided
              below with  respect  to SR's  operations  to account  for any such
              potential  differences,  nor have we highlighted those areas where
              the results of SR's  financial  operations may have been different
              it if had been operated in a taxable corporate form.

Interim results are not necessarily indicative of results for future quarters or
the full fiscal year.

Financial Condition

Cash, cash equivalents, and marketable securities
-------------------------------------------------

The Company had cash and cash  equivalents  of $389,000 at  September  30, 2004.
Cash and cash  equivalents  are currently  invested in secure  investment  grade
money market accounts with the over-riding objective of safety of principal.

Cash Flows
----------

Cash flows used in operations  were  ($2,321,000)  and  ($672,000)  for the nine
months ended September 30, 2004 and 2003, respectively.  Because our operational
earnings are currently  insufficient to fund our operations,  SRII has relied on
funding from outside  sources,  primarily the sale of 4,000,000 shares of common
stock from the Private  Placement we completed during the first quarter of 2004.
We held the initial  closing of the Private  Placement on February 6, 2004, when
we accepted  subscriptions for a total of 1,237,500 common shares and closed the
SR  acquisition.  For more  information  regarding  the  initial  closing of the
Private  Placement,  see our current report on Form 8-K filed February 20, 2004.
We subsequently  accepted  subscriptions for an additional 2,762,500 shares (for
an  additional  $2,762,500)  bringing  the total  subscriptions  for the Private
Placement to the maximum  4,000,000  shares.  We paid the placement agent,  ACAP
Financial  Corporation,  a registered  broker/dealer,  approximately $360,000 in
cash commissions and issued it a total of  approximately  360,000 shares for its
services in placing the common shares.

                                     - 16 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

Capital Expenditures
--------------------

Capital  expenditures  totaled  $277,000  and $152,000 for the nine months ended
September 30, 2004 and 2003,  respectively.  Expenditures in 2004 were primarily
for printing  equipment,  office  equipment,  software and patent and  trademark
applications.

Financing
---------

As previously  reported,  we completed a private placement  offering in February
2004,  in which we sold four  million of our common  shares at a price of $1 per
share.  In March 2004, we  determined  that the pro forma  financial  statements
included as part of the private placement  memorandum  contained certain errors.
We  elected  to  conduct a  rescission  offer  allowing  the  private  placement
investors to rescind their stock purchase.

The  rescission  offer was completed on June 30, 2004. A total of five investors
(who  acquired  a total of  89,000 in common  shares in the  Private  Placement)
elected  to rescind  their  investments.  We  refunded  the  amount of  $92,000,
including interest, to those investors that elected to rescind.

In connection  with the initial  closing of the Private  Placement,  the Company
paid  approximately   $1,206,000  of  previously  incurred  debt;  approximately
$956,000 to directors and insiders and  approximately  $250,000 on a demand loan
from a bank (personally guaranteed by certain of our directors). As a result, as
of September 30, 2004, the Company's  remaining debt was  approximately  $43,000
related to an equipment lease.

Subsequent to the period ended  September 30, 2004,  the Company  issued 500,000
shares of its $.001 par value common  stock for $500,000 in a private  placement
with a minority shareholder of the Company.

Results of Operations

Product Sales
-------------

Sales for the three and nine months ended  September  30, 2004 were $245,000 and
$1,493,000, respectively, compared to sales of $73,000 and $163,000 for the same
periods in the prior year. Our net loss before income taxes for the three months
and the nine months of 2004 were $658,000,  or ($.02) per share and  $2,104,000,
or ($.08) per share compared to $399,000,  or ($.02) per share and $858,000,  or
($.04) per share for the same period in 2003.

We acquired SR's business and assets on February 6, 2004 and the above  reported
sales and net loss for the first three months of 2004 were almost entirely those
of SR's  operations  (other  than  $13,000  of  Millennium  Electronics,  Inc.'s
expenses prior to the acquisition).

                                     - 17 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

Product  (flower)  revenues were $180,000 and $1,303,000 for the quarter and the
first nine months of 2004,  respectively,  compared to $73,000 and  $163,000 for
the same periods in 2003.

Licensing fees and royalty revenues for the quarter and the first nine months of
2004 were $65,000 and $191,000, respectively,  compared to no licensing fees and
royalty  revenues  for the same  periods  in the  prior  years.  Other  revenues
(primarily  training fees) for the three months and nine months ended  September
30, 2004 were not significant.

The  increases  in  product,  licensing  fees and  royalty  revenues  are due to
increased  sales volume as we have moved from more of a start up company in 2003
to a fully operating company in 2004.

Cost of Goods Sold
------------------

Cost of goods sold for product  revenues  for the quarter and for the first nine
months of 2004 $122,000 and  $1,000,000,  respectively,  compared to $71,000 and
$106,000,  respectively,  for the same  periods in 2003.  Cost of goods sold for
product  sales  consisted  primarily  of  purchases  of roses  and the labor and
supplies necessary to emboss them. Approximately 371,000 roses were produced and
shipped by SRII in the nine months ended  September  30, 2004.  The increases in
costs of goods sold were primarily due to the increased  embossed flower volumes
in 2004.

Selling
-------

Selling  expenses  were  $331,000  and  $921,000  for the quarter and first nine
months of 2004,  respectively,  compared to 163,000 and $339,000,  respectively,
for the same periods in 2003. The increases in selling costs for the quarter and
the first nine months of 2004 compared to the same periods in 2003 are primarily
due  to  increased  marketing  expenses,  including  the  hiring  of  additional
employees and the planned increased in marketing spent.

General and administrative
--------------------------

General and  administrative  costs were $449,000 and  $1,668,000 for the quarter
and first nine months of 2004, respectively,  compared to $230,000 and $549,000,
respectively,  for the same  periods  in 2003.  The  increases  in  general  and
administrative  expenses  for the  quarter  and the  first  nine  months of 2004
compared to the same periods in 2003 are due  primarily to an increase in number
of  employees  and the related  costs for the quarter and for the nine months of
2004 compared to the same periods in 2003.

                                     - 18 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

Income taxes
------------

The Company has a net operating loss carryforward which gives rise to a deferred
tax asset.  Because the Company has no  assurance  that the tax benefit from the
net  operating  loss will  ever be  realized,  a  valuation  allowance  has been
provided equal to the amount of the net deferred tax assets.

Income tax expense for the three months and nine months ended September 30, 2004
and 2003  represent  minimum  state  income  taxes  actually  paid during  those
periods.

Liquidity and Capital Resources

SRII has not produced  quarterly or annual profits as either SR (prior to the SR
acquisition) or as SRII.  Accordingly,  until we prove to be profitable,  we can
give no assurances  that we have  sufficient  capital  resources or liquidity to
satisfy  working  capital and  operating  requirements  beyond our current  cash
balances.  To fund future growth and operations,  it will be necessary to either
raise additional  capital or produce earnings that can be used for operations of
the  business.  Our  current  year to  date  expenses  exceed  our  revenues  by
approximately $2,104,000.

We had  approximately  $389,000  in  available  cash  and  cash  equivalents  at
September 30, 2004 to fund future operations and capital expenditures.  Based on
our current business plan, our management believes we can sufficiently  increase
revenues to enable  profitable  operations,  obtain  additional  capital (equity
and/or debt) to fund further losses, or both, to ensure the ongoing viability of
the  enterprise.  If we need  additional  financing,  and acquire  that  funding
through the  issuance of equity  securities,  our  shareholders  may  experience
dilution  in the value  per  share of their  equity  securities.  If we  acquire
funding  through  the  issuance  of  debt,  that  financing  could  result  in a
substantial  portion of our cash flow from  operations  being  dedicated  to the
payment of principal and interest on that indebtedness, and could render us more
vulnerable  to  competitive  pressures  and economic  downturns.  We can give no
assurances that we will be able to obtain additional  financing,  either through
debt or equity, on terms that are acceptable to us, or at all.

Estimated capital  expenditures for the next three months (through the remainder
of 2004) are approximately  $71,000. We believe we will have the ability to plan
and execute our capital  spending  and  expenses in the future as we execute our
business  plan  by  varying  the  extent  of our  licensing  activities,  hiring
practices and promotional  activities.  If we elect to slow the speed, or narrow
the  focus,  of our  business  plan,  we  will be able  to  reduce  our  capital
expenditures and losses.  Our actual ability to effectuate our proposed business
plan will depend on a number of factors including:

                                     - 19 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         o    the  acceptance  of our  floral  embossing  process  in the market
              place;
         o    our ability to protect our intellectual property;
         o    our ability to continue to raise capital; and
         o    factors  over  which  we  have  little  or  no  control,  such  as
              regulatory  changes,  changes  in  technology,  failures  by third
              parties  to meet  their  contractual  obligations  or  significant
              changes in the competitive environment in which we will operate.

In  addition,  our actual  costs and  revenues can vary from the amounts that we
expect or budget in our business plan, possibly materially, and those variations
are likely to affect our ability to generate a profit or our need for additional
financing. Accordingly, we can give no assurance that our actual financial needs
will not exceed the anticipated amounts that are available to us, including from
new third parties. Forward-looking statements

This report includes  forward-looking  statements  within the meaning of Section
27A of the  Securities  Act and Section 21E of the  Securities  Exchange  Act of
1934, as amended (the "34 Act"). Although we believe our expectations  regarding
future  events  are based on  reasonable  assumptions  within  the bounds of our
knowledge,   these  forward   looking   statements  are  subject  to  risks  and
uncertainties  that  could  prevent  our goals from  being  achieved.  Important
factors that could cause actual results to differ  materially  from those in the
forward looking statements  include the effects of competition,  legislative and
regulatory  developments,  conditions of the capital  markets and equity markets
and, in general,  our ability to achieve the goals  described  in this report as
well as other factors contained in other cautionary  statements included in this
report.

Certain  statements  contained in this  report,  including  without  limitation,
statements  containing  the words  "will,"  "anticipate,"  "believe,"  "intend,"
"estimate," "expect," "project" and words of similar import,  constitute forward
looking  statements,  although not all forward looking  statements  contain such
identifying  words.  Forward looking statements involve known and unknown risks,
uncertainties  and other factors that may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by the forward looking  statements.  Those
risks, uncertainties and other factors include, among others, the following:

         o    our  ability  to develop a  presence  in the  market  and  sustain
              profitable operations;

         o    the acceptance by the public of our product concept;

         o    the availability  and terms of the additional  capital required to
              fund our operations as needed;

                                     - 20 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         o    performance by third parties of their  contractual  obligations to
              us;

         o    our ability to manage growth;

         o    technological changes; and

         o    competitive factors.

All forward looking  statements speak only as of the date of this report.  We do
not undertake any  obligation to update or revise  publicly any forward  looking
statements, whether as a result of new information,  future events or otherwise.
Although we believe that the plans,  intentions and expectations reflected in or
suggested by the forward looking  statements made in this report are reasonable,
we can give no assurance  that such plans,  intentions or  expectations  will be
achieved. Given these uncertainties,  prospective investors are cautioned not to
place undue reliance on such forward looking statements.


ITEM 3.  CONTROLS AND PROCEDURES

In accordance  with the rules  promulgated  under the 34 Act, our management has
evaluated,  with the  participation of our president and chief executive officer
and our chief financial  officer,  the effectiveness of the design and operation
of our disclosure  controls and  procedures (as defined in Rule 13a-15(e)  under
the 34 Act) as of the end of the fiscal quarter ended September 30, 2004.  Based
upon their  evaluation  of these  disclosure  controls,  our president and chief
executive  officer and our chief financial officer concluded that the disclosure
controls and  procedures  that were in place were  effective to insure that they
were made aware of the material information relating to our operation during the
period.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during  our third  fiscal  quarter  ended  September  30,  2004,  that
materially affected,  or is reasonably likely to materially affect, our internal
controls over financial reporting.

Our management,  including our chief  executive  officer and our chief financial
officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived and operated,  can provide only  reasonable,  but not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
cause. Because of the inherent limitations in all control systems, no evaluation
of  controls  can  provide  absolute  assurance  that  all  control  issues  and
incidences of fraud, if any, within a company have been detected. These inherent
limitations  reflect the fact that judgments and  decision-making  can be faulty

                                     - 21 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

and that breakdowns can occur because of simple error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people, or by management override of the controls.  The
design  of any  system  of  controls  also  is  based,  in  part,  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.  Over time, controls may become inadequate because of changes
and conditions,  or the degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a cost  effective  control
system, errors due to fraud may occur and still not be detected.

PART II  OTHER INFORMATION

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

On August 12, 2004, we held our Annual  Meeting of  Shareholders.  The following
five  directors  were  re-elected:  Blaine Harris,  Terrell A.  Lassetter,  Rene
Rodriguez,  Roland N. Walker and Robert E. Warfield. In addition to the election
of  directors,  the only  other  item on which  the  shareholders  voted was the
proposal to approve the 2004 Speaking Roses International, Inc. Equity Incentive
Plan.

The  following  were the number of votes  cast for,  against  or  withheld  each
director and proposal:
<TABLE>
<CAPTION>

------------------------------------------------- --------------- ---------------------- --------------------
                                                  Votes For       Votes Against or       Abstain
                                                                  Withheld
------------------------------------------------- --------------- ---------------------- --------------------
<S>                                                   <C>                        <C>     <C>
Blaine Harris                                         21,080,023                 40,060                 --
------------------------------------------------- --------------- ---------------------- --------------------
Terrell A. Lassetter                                  21,120,023                     60                 --
------------------------------------------------- --------------- ---------------------- --------------------
Rene Rodriguez                                        21,080,023                 40,060                 --
------------------------------------------------- --------------- ---------------------- --------------------
Roland N. Walker                                      21,079,993                 40,090                 --
------------------------------------------------- --------------- ---------------------- --------------------
Robert E. Warfield                                    21,119,993                     90                 --
------------------------------------------------- --------------- ---------------------- --------------------
Approval of 2004 Equity Incentive Plan                21,056,769                 20,682               31,308
------------------------------------------------- --------------- ---------------------- --------------------
</TABLE>

Item 6.  Exhibits and Reports on Form 8-K.

 (A) EXHIBITS
The  exhibits  listed below are hereby  filed with the  Securities  and Exchange
Commission  as part of this  Quarterly  Report on Form  10-QSB.  Certain  of the
following  exhibits have been previously  filed with the Commission  pursuant to
the  requirements  of the 33 Act or the 34 Act. Those exhibits are identified by


                                     - 22 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

the parenthetical  references following the listing of each such exhibit and are
incorporated  herein by  reference.  We will  furnish a copy of any exhibit upon
request, but a reasonable fee will be charged to cover our expense in furnishing
such exhibit.
           Exhibit            Description
           -------            -----------
             2.1              Agreement  and Plan of Merger  between  Millennium
                              Electronics,     Inc.    and    Speaking     Roses
                              International, Inc.(1)
             3.1              Articles  of   Incorporation   of  Speaking  Roses
                              International, Inc (1)
             3.2              Bylaws of Speaking Roses International, Inc. (1)
            10.1              Contribution Agreement between Speaking Roses, LLC
                              and Millennium Electronics, Inc. (2)
            10.2              Equipment  Lease  and  License  Agreement  between
                              Speaking Roses International,  Inc. and Dole Fresh
                              Flowers, Inc.
            14                Codes of Ethics (3)
            31                Certifications  required  by  Rule  13a-15(e)  and
                              15d-15(e).
            32                Section 1350 Certifications

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

(1)  Incorporated  by reference from our  information  statement on Schedule 14C
filed December 23, 2003.

(2) Incorporated by reference from our current report on Form 8-K filed February
5, 2004.

(3)  Incorporated by reference from our annual report on Form 10-KSB filed April
13, 2004.  (B) REPORTS ON FORM 8-K The following  reports on Form 8-K were filed
during the three months ended September 30, 2004:
<TABLE>
<CAPTION>

             Report Filing Date                         Item Reported
             ------------------                         -------------
<S>                                 <C>
(a)          Current Report on Form 8-K filed August    Press release relating to Elvis Presley Enterprises
             2, 2004

(b)          Current  Report  on  Form  8-K  filed      Press  release   related  to
                                                        Personalized Bouquets September 15, 2004

(c)          Current Report on Form 8-K filed           Press release re Speaking Roses in
                                                        China September 30, 2004
</TABLE>
                                     - 23 -
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                                   SIGNATURES

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


SPEAKING ROSES INTERNATIONAL, Inc.

By:       /s/ Blaine Harris
          ------------------------------
          Blaine Harris
          President
          Chief Executive Officer
Date:     November 17, 2004

By:       /s/ Dan Mumford
          -------------------------------
          Dan Mumford
          Acting Chief Financial Officer
Date:     November 17, 2004


                                     - 24 -