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

                                  FORM 10-QSB/A

   (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 June 30, 2005
                                       OR
      [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        Commission file number 000-22515


                       SPEAKING ROSES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Utah                                            20-0612376
  (State or other jurisdiction of                        (I.R.S. Employer
   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 August 16, 2005,  there were  28,995,607  common shares of the  registrant
outstanding.

<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.




Explanatory Note

Speaking Roses  International,  Inc. is amending its Form 10-QSB filed on August
19, 2005 for the quarter ended June 30, 2005, to correct errors in Part I, Items
1 and 2. The previously issued financial  statements as of June 30, 2005 and for
the three and six months there ended have been restated to properly  account for
Company  common stock issued in settlement  of certain  shareholder  loans.  The
corrections  increase interest expense,  net loss, and net loss per common share
for the  quarter  ended June 30,  2005 and provide  additional  disclosures.  In
addition,  the registrant  has made certain  conforming  changes  throughout the
filing and has changed one of its certifying officers. As previously reported in
the Current Report on Form 8-K filed on August 8, 2005, the registrant appointed
a new Chief  Financial  Officer who is certifying  this Form  10-QSB/A.  For the
convenience of the persons reviewing this filing, the registrant is refiling the
entire Form 10-QSB.  This Form 10-QSB/A does not reflect events  occurring after
the filing of the original Form 10-QSB,  or update those disclosures in any way,
except as described above.


PART I. FINANCIAL INFORMATION.


Item 1.  Financial Statements

The  accompanying  unaudited  condensed  financial  statements of Speaking Roses
International,  Inc.  ("SRII" or the  "Company") as of June 30, 2005 and for the
three and six  months  ended  June 30,  2005 and 2004,  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 six  months  ended  June 30,  2004 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
in the  United  States of  America  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, 2004,  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
six months ended June 30, 2005 and of SRII and Speaking  Roses LLC for the three
and six months  ended June 30, 2004.  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 six months ended June 30, 2005 have been included. The
results of  operations  for the three and six months ended June 30, 2005 may not
be indicative  of the results that may be expected for the year ending  December
31, 2005.


                                       2
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              June 30,
                                                                               2005
                                                                          ---------------
                                                                            (Restated)
                                     ASSETS
                                     ------
<S>                                                                       <C>
CURRENT ASSETS
     Cash and cash equivalents                                            $        73,894
     Accounts receivable, less allowance for losses
     of $38,369                                                                    67,900
     Inventories                                                                   37,680
     Prepaid Expenses                                                              12,197
     Other current assets                                                             978
                                                                          ---------------

             TOTAL CURRENT ASSETS                                                 192,649
                                                                          ---------------

PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation of $96,730                                          333,347
                                                                          ---------------

OTHER ASSETS
     Deposits                                                                      11,952
     Patents and trademarks, net of accumulated amortization of $21,919           325,010
                                                                          ---------------

             TOTAL OTHER ASSETS                                                   336,962
                                                                          ---------------


             TOTAL ASSETS                                                 $       862,958
                                                                          ===============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
     Accounts payable, trade                                              $       334,721
     Accrued expenses                                                             132,968
     Area development rights deposits                                             100,000
     Accrued interest                                                              19,194
     Deferred revenue                                                             112,461
     Shareholder loans                                                            250,000
     Current portion of capital lease obligations                                  13,197
                                                                          ---------------

             TOTAL CURRENT LIABILITIES                                            962,541
                                                                          ---------------

CAPITAL LEASE OBLIGATIONS, less current portion above                              12,888
                                                                          ---------------

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
     28,995,607 shares issued and outstanding                                      28,996
     Additional paid-in capital                                                 6,317,212
     Accumulated deficit                                                       (6,458,679)
                                                                          ---------------

                                                                                 (112,471)
                                                                          ---------------

             TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                   $       862,958
                                                                          ===============

</TABLE>

                                       3
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Three months ended                Six months ended
                                                                        June 30,                          June 30,
                                                                 2005             2004             2005             2004
                                                             --------------   --------------   --------------   --------------
                                                               (Restated)                        (Restated)
<S>                                                          <C>              <C>              <C>              <C>
SALES
     Product sales                                           $     309,017    $     448,313    $     694,466    $   1,107,705
     License fees and other revenue                                 48,274           61,114           92,088          111,630
     Royalties                                                      10,500           11,500           21,000           29,137
                                                             --------------   --------------   --------------   --------------
                                                             $     367,791    $     520,927    $     807,554    $   1,248,472

COST OF GOODS SOLD                                                 346,762          324,154          672,275          867,413
                                                             --------------   --------------   --------------   --------------

        GROSS PROFIT                                                21,029          196,773          135,279          381,059

OPERATING EXPENSES
     Sales and marketing expenses                                  511,669          472,398        1,095,385          845,789
     General and adminstrative expenses                            438,378          401,391          877,977          973,652
                                                             --------------   --------------   --------------   --------------
                                                                   950,047          873,789        1,973,362        1,819,441

        OPERATING LOSS                                            (929,018)        (677,016)      (1,838,083)      (1,438,382)
                                                             --------------   --------------   --------------   --------------

OTHER INCOME (EXPENSE)
     Other Income                                                        -              309                -              571
     Debt forgiveness                                               14,203                -           14,203                -
     Interest income                                                   213            4,948              376            5,774
     Interest expense                                             (469,542)          (1,789)        (472,389)         (13,812)
                                                             --------------   --------------   --------------   --------------

        TOTAL OTHER INCOME (EXPENSE)                              (455,126)           3,468         (457,810)          (7,467)
                                                             --------------   --------------   --------------   --------------

        LOSS BEFORE PROVISION FOR INCOME TAXES                  (1,384,144)        (673,548)      (2,295,893)      (1,445,849)
                                                             --------------   --------------   --------------   --------------

        Income taxes                                                     -                -             (800)            (100)
                                                             --------------   --------------   --------------   --------------

        NET LOSS                                             $  (1,384,144)   $    (673,548)   $  (2,296,693)   $  (1,445,949)
                                                             ==============   ==============   ==============   ==============

        NET LOSS PER COMMON SHARE,
           BASIC AND DILUTED                                 $       (0.05)   $       (0.03)   $       (0.08)   $       (0.06)

        WEIGHTED AVERAGE NUMBER OF COMMON
           SHARES OUTSTANDING
               Basic                                            27,783,519       26,028,175       27,574,405       24,614,806
               Diluted                                          27,783,519       26,028,175       27,574,405       24,614,806


</TABLE>


                                       4
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              Six months ended
                                                                                   June 30,
                                                                          2005                2004
                                                                    -----------------   -----------------
                                                                        (Restated)
<S>                                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                       $     (2,296,693)   $     (1,445,949)
     Adjustments to reconcile net loss to net cash
         flows from operating activities:
         Depreciation and amortization                                        46,834              29,707
         Non-cash interest expense                                           449,871                   -
         Gain on sale of assets                                                    -                 (53)
         Debt forgiveness                                                    (14,203)                  -
     (Increase) decrease in operating assets:
         Accounts receivable                                                  (5,115)             42,389
         Inventories                                                          (5,300)            (29,422)
         Prepaid expenses                                                     15,734              10,502
         Other current assets                                                   (978)
         Deposits                                                             (5,667)             (1,500)
     Increase (decrease) in operating liabilities:
         Accounts payable, trade                                             141,364             (51,115)
         Accrued expenses                                                     76,230              16,253
         Area development rights deposits                                    100,000                   -
         Accrued interest                                                     19,194                   -
         Deferred revenue                                                     16,288             (47,579)
                                                                     -----------------   -----------------

             NET CASH FLOWS USED IN OPERATING ACTIVITIES                  (1,462,441)         (1,476,767)
                                                                    -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in property and equipment                                   (115,166)           (119,140)
     Patents, trademarks and other intangibles                               (65,922)           (110,544)
                                                                    -----------------   -----------------

             NET CASH FLOWS USED IN INVESTING ACTIVITIES                    (181,088)           (229,684)
                                                                    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from shareholder loans                                         750,000                   -
     Principal payments on notes payable                                     (21,220)         (1,113,564)
     Proceeds from sale of common stock                                      465,571           4,051,401
                                                                    -----------------   -----------------

             NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES               1,194,351           2,937,837
                                                                    -----------------   -----------------

             TOTAL INCREASE (DECREASE) IN CASH AND
                 CASH EQUIVALENTS                                           (449,178)          1,231,386

             CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  523,072              41,723
                                                                    -----------------   -----------------

             CASH AND CASH EQUIVALENTS, END OF PERIOD               $         73,894    $      1,273,109
                                                                    =================   =================
</TABLE>



                                       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. In addition to its own production, 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  directly  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 developing a retail
         distribution  model in which  third  parties  will  provide  sales  and
         fulfillment to end users.  The Company also licenses the technology and
         equipment to exclusive licensees in the international markets.

         The Company's  previously  issued  financial  statements as of June 30,
         2005 and for the three and six months  ended June 30,  2005,  have been
         restated  to properly  record the  accounting  of the stock  issued for
         settlement of shareholder  loans.  As a result of this  restatement the
         Company recorded  $449,871 of additional  interest expense based on the
         fair value of the stock issued.  The Company issued 1,000,000 shares of
         common stock valued at $966,000 to settle $500,000 of shareholder loans
         and accrued interest of $16,129.  The remaining  difference of $449,871
         has been  recorded in the restated  financial  statements as additional
         interest expense.


                                       6
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


         The following  table  summarizes  the effect of the  restatement on the
         financial  statements as of and for the three and six months ended June
         30, 2005:
<TABLE>
<CAPTION>

                                         Three months ended                      Six months ended
                                             June 30,                                 June 30,
                                      2005                2004                 2005                2004
                                -----------------   ------------------   -----------------   ------------------
                                    (Restated)          (Previously          (Restated)          (Previously
                                                         Reported)                                Reported)
<S>                             <C>                 <C>                  <C>                 <C>
Contract revenues               $        367,791    $         367,791    $        807,554    $         807,554

Total operating expenses               1,269,809            1,269,809           2,645,637            2,645,637
                                -----------------   ------------------   -----------------   ------------------

Loss from operations                    (929,018)            (929,018)         (1,838,083)          (1,838,083)
Other income                              14,416               14,416              13,779               13,779
Interest expense                        (469,542)             (19,671)           (472,389)             (22,518)
                                -----------------   ------------------   -----------------   ------------------

NET LOSS                              (1,384,144)            (934,273)         (2,296,693)          (1,846,822)
                                -----------------   ------------------   -----------------   ------------------

NET LOSS PER SHARE              $          (0.05)   $           (0.03)   $          (0.08)   $           (0.07)
</TABLE>
<TABLE>
<CAPTION>

                                                                                        Six months ended
                                                                                            June 30,
                                                                                    2005                2004
                                                                            -----------------   ------------------
                                                                                (Restated)          (Previously
                                                                                                      Reported)
<S>                                                                      <C>                 <C>
Accumulated deficit                                                      $     (6,458,679)   $      (6,008,808)
Total stockholders' deficit                                              $       (112,471)   $        (112,471)
</TABLE>


         Acquisition - On February 6, 2004,  Millennium  Electronics,  Inc. (the
         "Company")  issued  20,551,264  shares to Speaking Roses, LLC ("SR") in
         exchange for SR's operating assets and liabilities.  These newly issued
         shares represented  approximately 80% of the Company's then outstanding
         common shares. In connection with this transaction, the Company changed
         its  domicile  from  the  State of  Nevada  to the  State  of Utah.  In
         addition,  the then  current  officers  and  directors  of the  Company
         resigned and affiliates of SR were appointed as the Company's  officers
         and directors. The acquisition was treated, for accounting purposes, as
         a  recapitalization  in a  reverse  merger.  Therefore,  the  financial
         statements  for the years ended  December 31, 2004 and 2003 included in
         the Company's Form 10-KSB,  included the combined results of Millennium
         Electronics,  Inc. (which had no active operations) and SR. The Company
         paid  all  legal  and  accounting   expenses  and  other  direct  costs
         associated with the acquisition of approximately $71,000.


                                       7
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



         Basis of presentation - 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 condensed 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.

         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.

         Inventory valuation - Inventories consist primarily of packaging,  inks
         and accessories 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
         and trademarks are amortized over their legal life of 20 years from the
         date of filing.

         Property  and  equipment - Property and  equipment  are stated at cost.
         Major  additions  and  improvements   are   capitalized.   Repairs  and
         maintenance costs are expensed when incurred.

         Property  under  capital  leases is  amortized  over the shorter of 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:

            Assets                                           Useful Lives
            ------                                           ------------

         Printing equipment                                    3 - 5 years
         Machinery and equipment                               3 - 7 years
         Furniture and fixtures                                3 - 7 years
         Computer equipment                                    3 - 5 years
         Software                                                  5 years
            Leasehold improvements                                 5 years
            Engraving equipment                                    5 years

         When property and  equipment are retired or otherwise  disposed of, the
         book  value is  removed  from the  asset  account  and the  accumulated
         depreciation and amortization is removed from the accounts, and the net
         gain or loss is included in the determination of net income or loss.

                                       8
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         Accounting for impairment of long-lived  assets - The Company  accounts
         for  its  property  and  equipment,  and  other  long-lived  assets  in
         accordance with Statement of Financial  Accounting  Standards  ("SFAS")
         No. 144,  "Accounting  for the  Impairment  or  Disposal of  Long-Lived
         Assets." The Company  periodically  reviews its property and  equipment
         and other long-lived  assets for impairment in accordance with SFAS No.
         144. In determining whether an asset is impaired, the Company must make
         assumptions  regarding  recoverability of costs,  estimated future cash
         flows from the net asset,  intended use of the asset and other  related
         factors.  If these estimates or their related  assumptions  change, the
         Company may be required to record impairment  charges for these assets.
         At the end of 2004,  the Company  determined  that it had excess floral
         embossing  equipment and the carrying value of this equipment  exceeded
         the  estimated  future  cash  flows.  The  Company  did not  record any
         impairment  charge for the three and six months ended June 30, 2005 and
         2004.

         In assessing the  recoverability of our intangible  assets, the Company
         must make assumptions  regarding  estimated future cash flows and other
         factors to  determine  the fair value of the  respective  assets.  This
         process is subjective and requires  judgment at many points  throughout
         the analysis. If these estimates or their related assumptions change in
         the  future,  or if actual  cash flows are below  estimates,  we may be
         required to record impairment  charges for these assets.  For the three
         and six months  ended June 30,  2005,  the  Company  did not record any
         impairment charges for its intangible assets.

         Advertising  costs - Advertising  costs are charged to operations  when
         incurred.  Advertising  expense  was  $21,013 and $32,581 for the three
         months  ended June 30,  2005 and 2004,  respectively  and  $40,269  and
         $319,168 for the six months ended June 30, 2005 and 2004, respectively.

         Research and  development  costs - Research and  development  costs are
         charged to  operations  when  incurred  and are  included in  operating
         expenses.  Research  and  development  costs for the three months ended
         June 30,  2005 and 2004  were  $6,142  and  $5,726,  respectively,  and
         $11,392 and  $12,070  for the six months  ended June 30, 2005 and 2004,
         respectively.  The costs are  included  in general  and  administrative
         expenses on the condensed statement of operations.

         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 the 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 June 30, 2005,  the
         Company has recorded a full valuation  allowance on its deferred income
         tax assets.

         Net loss per common 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 is computed by dividing net loss by the weighted average
         number of common  shares  outstanding  during the fiscal year.  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 using the "treasury stock" method.

                                       9
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         We have  calculated EPS in accordance  with SFAS No. 128. The following
         table includes the basic and diluted EPS computations for the three and
         six months ended June 30, 2005 and 2004.

         Common  stock  equivalents  for the three and six months ended June 30,
         2005 and 2004 were not included in the computation of diluted  earnings
         per share because they were anti-dilutive.
<TABLE>
<CAPTION>

                                     For the three months Ended June 30, 2005           For the three months Ended June 30, 2004
                              ------------------------------------------------------  ----------------------------------------------

                                                     Weighted                                            Weighted
                                                     Average           Per Shares                        Average         Per Shares
                                    Net Loss          Shares             Amount         Net Loss          Shares           Amount
                              ------------------  ---------------  -----------------  --------------  ---------------  ------------
<S>                           <C>                     <C>           <C>               <C>                 <C>          <C>
Basic EPS                     $    (1,384,144)        27,783,519    $         (0.05)  $    (673,548)      26,028,175   $      (0.03)

Effect of stock options                                  300,000                                                   -

Anti-dilutive stock
options                                                 (300,000)                                                  -
                              ------------------  ---------------  -----------------  -------------   --------------   ------------
     Diluted EPS              $    (1,384,144)        27,783,519    $         (0.05)  $    (673,548)      26,028,175   $      (0.03)
                              ==================  ===============  =================  ==============  ===============  ============


                                     For the six months Ended June 30, 2005             For the six months Ended June 30, 2004
                              ------------------------------------------------------  ----------------------------------------------

                                                     Weighted                                                Weighted
                                                     Average           Per Shares                            Average     Per Shares
                                    Net Loss          Shares             Amount         Net Loss          Shares           Amount
                              ------------------  ---------------  -----------------  -------------  ---------------  --------------

Basic EPS                     $    (2,296,693)        27,574,405    $         (0.08)  $  (1,445,949)      24,614,806   $      (0.06)

Effect of stock options                                  300,000                                                   -

Anti-dilutive stock
options                                                 (300,000)                                                  -
                              ------------------  ---------------   ---------------   -------------  ---------------   -------------
     Diluted EPS              $    (2,296,693)        27,574,405    $         (0.08)  $  (1,445,949)      24,614,806   $      (0.06)
                              ==================  ===============  =================  =============  ===============  ==============

</TABLE>


                                       10
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         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.

         Revenue from licensing  agreements  with  international  wholesalers is
         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  and are  recorded  initially as deferred
         revenue and  amortized as revenue on a monthly  basis over the lives of
         the agreements.  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 commission
         revenue when the revenue recognition criteria as defined in SAB 101 are
         met. Under these arrangements,  the wholesalers initiate sales to their
         customers,  are  responsible for collections and have a risk of loss of
         inventory.  For commission  revenue,  the Company  recognizes  only the
         commission  portion of the price its  customers  pay for the  purchased
         products since the Company is acting as an agent in such  transactions.
         Commission  revenues are reduced by the impact of returns,  chargebacks
         and discounts to obtain such sales.

         The Company  records  provisions  against revenue for sales returns and
         allowances on product and other sales in the same period as the related
         revenue is recorded.  We also record a provision to operating  expenses
         for bad debts  resulting from the  customers'  inability to pay for the
         products or services received due to such factors as bankruptcy.  These
         estimates are based on historical  sales returns and bad debt expenses,
         analysis  of  credit  memo  data,  and  other  known  factors.  If  the
         historical  data we use to  calculate  these  estimates do not properly
         reflect  future  returns  or bad debts,  revenue or net income  will be
         overstated or understated.

                                       11
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         Accounting  for stock  based  compensation  - The  Company  adopted the
         disclosure  requirements of Statement of Financial  Accounting Standard
         ("SFAS")  No.  123,  "Accounting  for  Stock-Based  Compensation."  The
         Company  will  continue  to  measure   compensation   expense  for  its
         stock-based  employee  compensation  plans  using the  intrinsic  value
         method  prescribed by APB Opinion No. 25,  "Accounting for stock Issued
         to Employees" and related  interpretations  in accounting for its plans
         and  does  not  recognize  compensation  expense  for  its  stock-based
         compensation plans other than for options granted to non-employees.  If
         the Company had elected to recognize  compensation  expense  based upon
         the fair  value at the grant  date for  awards  under  its  stock-based
         compensation  plans consistent with the methodology  prescribed by SFAS
         No.  123,  the  Company's  net income and  earnings  per share would be
         reduced to the following pro forma amounts:
<TABLE>
<CAPTION>

                                 Three months ended June 30,              Six months ended June 30,
                                   2005                 2004               2005                 2004
                             ------------------     --------------   -----------------     ---------------
                                  (Restated)                             (Restated)
<S>                          <C>                 <C>                 <C>                <C>
         Net Loss
              As reported    $      (1,384,144)  $       (673,548)   $     (2,296,693)  $      (1,445,949)
              Pro forma             (1,430,785)          (673,548)         (2,370,959)         (1,445,949)

         Loss per share
              As reported                (0.05)  $          (0.03)              (0.08)  $           (0.06)
              Pro forma                  (0.05)             (0.03)              (0.09)              (0.06)

</TABLE>

         In calculating pro forma compensation  related to employee stock option
         grants, the fair value of each stock option is estimated on the date of
         grant using the  Black-Scholes  option-pricing  model and the following
         weighted average assumptions:
<TABLE>
<CAPTION>

                                           Three months ended      Nine months ended
                                                June 30,               June 30,
                                            2005        2004       2005        2004
                                          --------   --------   --------    --------
         <S>                                 <C>         <C>        <C>           <C>
         Dividend yield                      None        None       None          None
         Expected volatility                 145.32%     N/A        145.32%       N/A
         Risk-free interest rate             4.14%       N/A        4.14%         N/A
         Expected life of options (years)    10.0        N/A        10.0          N/A

</TABLE>

         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 June 30,
         2005 of $38,369.

         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.  At June 30, 2005, the
         Company's cash in banks did not exceed the federally insured limits.


                                       12
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         Recent Pronouncements - The Financial Accounting Standards Board (FASB)
         issued SFAS No.  123R,  Share-Based  Payment,  which is  effective  for
         reporting  periods  beginning  after December 15, 2005.  Statement 123R
         replaces  FASB   Statement   No.  123,   Accounting   for   Stock-Based
         Compensation,  and supersedes APB Opinion No. 25,  Accounting for Stock
         Issued to  Employees.  Statement  123,  as  originally  issued in 1995,
         established as preferable a  fair-value-based  method of accounting for
         share-based payment transactions with employees. However, the statement
         permitted  entities the option of  continuing  to apply the guidance of
         Opinion  25,  as  long as the  footnotes  to the  financial  statements
         disclosed   what  net  income  would  have  been  had  the   preferable
         fair-value-based  method been used.  Currently,  in accordance with APB
         Opinion 25, the  Company  records  the  intrinsic  value of stock based
         compensation  as  expense.  Accordingly,  no  compensation  expense  is
         currently recognized for fixed stock plans as the exercise price equals
         the stock price on the date of the grant.  Under SFAS 123R, the Company
         will be  required to measure  compensation  expense  over the  options'
         vesting  period based on the stock  options' fair value at the date the
         options are granted.

         SFAS  123R  allows  for  the  use of  the  Black-Scholes  or a  lattice
         option-pricing  model  to  value  such  options.  The  Company  has not
         determined  which  option-pricing  model will be used in  valuing  such
         options. As allowed by SFAS 123R, the Company can also elect either the
         Modified  Prospective  Application (MPA) or the Modified  Retrospective
         Application  (MRA), to determine the  presentation of expense.  The MPA
         applies  the  Statement  to new awards and  modified  awards  after the
         effective date, and to any unvested awards as service is rendered on or
         after the effective date. The MRA can apply the Statement to either all
         prior years for which SFAS 123 was  effective or only to prior  interim
         periods in the year of  adoption.  The  Company has chosen to apply the
         MPA method. Note 1 of the Financial Statements  illustrates the effects
         on net income and  earnings  per share if the Company had adopted  SFAS
         No.  123,   Accounting   for   Stock-Based   Compensation,   using  the
         Black-Scholes option-pricing model.

         The Company is evaluating the requirements  under SFAS 123R and expects
         the  adoption  may  result in  additional  compensation  expense in our
         statements  of   operations.   The  pro  forma  impact  of  recognizing
         compensation  expense for options  issued are  illustrated in Note 1 of
         the Financial Statements, Accounting for Stock-Based Compensation.

         In  December  2004,  the FASB  issued  Staff  Position  No.  FAS 109-1,
         Application of FASB No. 109,  Accounting  for Income Taxes,  to the Tax
         Deduction on Qualified  Production  Activities Provided by the American
         Jobs  Creation  Act of 2004  (AJCA).  The AJCA was  signed  into law in
         October  2004 and  includes a tax  deduction  of up to 9 percent  (when
         fully phased in) of the lesser of a) "qualified  production  activities
         income"  as  defined  in the  Act,  or b)  taxable  income  (after  the
         deduction for the utilization of any net operating loss carryforwards).
         The FASB  concluded  that the tax relief  (special  tax  deduction  for
         domestic  manufacturing)  from this legislation should be accounted for
         as a "special  deduction" instead of a tax rate deduction.  The Company
         is  expecting  to start  claiming  this  benefit in 2005.  The  Company
         expects the  adoption of SFAS 109-1 will not have a material  impact on
         the Company's financial position or results of operations.

                                       13
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS




(1)      Summary of significant accounting policies (Continued)
         ------------------------------------------------------

         In November  2004,  the FASB issued FASB  Statement No. 151,  Inventory
         Costs - An Amendment of ARB No. 43,  Chapter 4. Statement 151 clarifies
         the abnormal amounts of idle facility expense,  freight, handling costs
         and  spoilage  should be  expensed  as  incurred  and not  included  in
         overhead.  The  provisions in Statement 151 are effective for inventory
         costs incurred  during fiscal years  beginning  after June 15, 2005 and
         companies must apply the standard  prospectively.  The Company  expects
         the  adoption  of SFAS No. 151 will not have a  material  impact on the
         Company's financial position or results of operations.

         On April 15, 2005 the Securities and Exchange Commission issued release
         No. 33-8568,  Amendment to Rule 4-01(a) of Regulation S-X Regarding the
         Compliance Date for Statement of Financial Accounting Standards No. 123
         (Revised 2004).  Share-Based payment. The amended rule permits calendar
         year registrants  subject to oversight by the SEC to implement SFAS No.
         123R at the  beginning  of its  next  fiscal  year.  The  Company  will
         implement  SFAS  No.  123R at the  beginning  of its next  fiscal  year
         (January 1, 2006).

(2)      Going concern
         -------------

         The  accompanying  financial  statements  have been prepared on a going
         concern basis,  which  contemplates  the  realization of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.  The
         Company has incurred  aggregate net losses of $6,458,679 and net losses
         of $1,384,144 and $673,548 for the three months ended June 30, 2005 and
         2004,  respectively  and  $2,296,693  and $1,445,949 for the six months
         ended June 30, 2005 and 2004,  respectively.  At June 30, 2005 and July
         31, 2005, the Company had cash available to fund  operations of $73,894
         and $88,834, respectively.

         The above factors  indicate that the Company will be unable to continue
         as a going  concern  unless the Company is able to generate  sufficient
         cash flows to meet  obligations  on a timely basis,  obtain  additional
         capital financing or to obtain profitable operations.

         The  Company is  attempting  to raise  additional  funds,  however,  no
         assurance  can be given that the  Company  will be able to obtain  such
         financing  on terms  favorable  to the  Company or at all.  Any sale of
         additional common stock or convertible  equity or debt securities would
         result in additional dilution of the Company's shareholders. Should the
         Company fail to obtain financing they will not be able to continue as a
         going concern.

         Management's  plans  in  regards  to a going  concern  include  raising
         additional  capital  through the sale of common stock or potential debt
         offerings. During the six months ended June 30, 2005 the Company issued
         656,400  shares  of its  common  stock and  received  net  proceeds  of
         $465,571.  The Company also received  $750,000  from three  shareholder
         loans.

         The financial statements do not include any adjustments relating to the
         recoverability  and  classification  of asset  carrying  amounts or the
         amount and classification of liabilities that might be necessary should
         the Company be unable to continue as a going concern.

                                       14
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(3)      Property and equipment
         ----------------------

                                                                     June 30,
                                                                       2005
                                                                ----------------

        Printing equipment                                      $        72,293
        Engraving equipment                                              20,460
        Machinery and equipment                                          73,939
        Furniture and fixtures                                          111,417
        Computer equipment                                               79,585
        Software                                                         37,794
        Leasehold improvements                                           34,589
                                                                ----------------
                                                                        430,077
        Accumulated depreciation and amortization                       (96,730)
                                                                ----------------

           Net property and equipment                           $        333,347
                                                                ================

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

                                                                     June 30,
                                                                       2005
                                                                ----------------

        Telephone equipment                                     $         6,714
        Furniture & Fixtures                                              7,460
        Printing equipment                                               84,195
                                                                ----------------
                                                                         98,369
        Accumulated amortization                                        (50,035)
                                                                ----------------
                Net property and equipment under
                capital leases                                  $         48,334
                                                                ================

         The aggregate  depreciation and amortization  charged to operations was
         $20,984 and $15,268 for the three  months ended June 30, 2005 and 2004,
         respectively  and $38,887 and $26,850 for the six months ended June 30,
         2005 and 2004, respectively.

                                       15
<PAGE>


                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(4)      Intangible assets
         -----------------

         Amortization  expense was $4,165 and $1,552 for the three  months ended
         June 30, 2005 and 2004,  respectively and $7,947 and $2,857 for the six
         months ended June 30, 2005 and 2004 respectively.

                                                             June 30,
                                                               2005
                                                       ------------------
         Amortized intangibles
             Patents                                   $          179,386
             Trademarks                                           167,543
                                                       ------------------

                Total                                  $          346,929

                Accumulated amortization               $           21,919
                                                       ------------------

         Total intangible assets                       $          325,010
                                                       ==================

(5)      Accounts payable, trade
         -----------------------

         During  the six months  ended June 30,  2005,  the  Company's  accounts
         payable  balance  included one balance owed to vendors that exceeded 5%
         of total current liabilities.  The amount,  $117,493 was payable to the
         Company's patent attorney.

(6)      Area development rights deposits
         --------------------------------

         During the three months ended June 30, 2005, the Company entered into a
         contingent  agreement  for  the  sale of area  development  rights  for
         $100,000.  The area developer will have the right to, within sixty days
         of being provided with an area development,  either enter into the area
         development  agreement or receive 133,333 shares of the common stock of
         the Company.

(7)      Deferred revenue
         ----------------

         The Company has entered into non-cancelable  licensing  agreements with
         international  wholesalers  with  terms  of 2 to 4 years.  Under  these
         contracts  the  wholesalers  acquire  exclusive  rights  to  distribute
         imprinted  floral  products  within a geographic  region.  License fees
         under these  agreements  are paid to the Company at  inception  and are
         recognized over the life of the contract. At June 30, 2005, the Company
         has unamortized  deferred revenue of $112,461.  The Company  recognized
         revenue from international  license fees of $35,337 and $41,192 for the
         three  months  ended June 30, 2005 and 2004 and $63,712 and $71,505 for
         the six months ended June 30, 2005 and 2004.


                                       16
<PAGE>


                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(8)      Shareholder Loans
         -----------------

         During the six  months  ended June 30,  2005  three  shareholders  each
         loaned $250,000 to the Company.  Two of the loans,  totaling  $500,000,
         were 90 day short term loans with interest  accruing at the rate of 12%
         per  annum and  secured  by an  aggregate  of  1,000,000  shares of the
         Company's  common stock.  These loans reached maturity on June 25, 2005
         and the Company issued  1,000,000  shares of its common stock valued at
         $966,000 to settle the loan balance of $500,000 plus $16,129 in accrued
         interest.  As a  result  of  this  transaction,  the  Company  recorded
         additional  non-cash  interest  expense of  $449,871  representing  the
         difference between the fair market value of the stock on the settlement
         date and the loan  balance.  The third loan is a 90 day short term loan
         with interest accruing at the rate of 8% per annum.

(9)      Capital leases
         --------------

         The Company has capitalized  lease  obligations for $26,085 at June 30,
         2005.  The current  portion of the  capitalized  lease  obligations  is
         $13,197.  Future minimum lease  payments under capital leases  together
         with  the  present  value of the net  minimum  lease  payments  and the
         estimated maturities for other long-term obligations are as follows:


          Years Ending December 31,
          -------------------------
                2005                                         $       13,197
                2006                                                  4,620
                2007                                                  4,620
                2008                                                  4,620
                2009                                                  3,033
                                                             --------------

         Total minimum lease payments                                30,090

         Less amount representing interest                            4,005
                                                             --------------

         Present value of net minimum lease payments         $       26,085
                                                             ==============

(10)     Stockholders' Equity
         --------------------

         During the six months ended June 30, 2005,  the Company  issued 656,400
         shares of its $.001 par value  common  stock  ("Common  Stock")  to six
         unrelated accredited  investors.  The total proceeds were $492,300 less
         offering expenses of $26,730.

         Also during the six months  ended June 30,  2005,  the  Company  issued
         1,000,000 shares with a value of $966,000 of its common stock to settle
         shareholder  loan  balances  totaling  $500,000 plus $16,129 in accrued
         interest resulting in additional interest expense of $449,871.

                                       17
<PAGE>


                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS



(11)     Stock option plan
         -----------------

         During the fiscal year ended December 31, 2004, the Company's  Board of
         Directors  adopted the "2004 Speaking Roses Equity Incentive Plan." The
         stock option plan  provides that options will 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.  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.

         On November 22, 2004,  300,000  options under the "2004  Speaking Roses
         Equity  Incentive  Plan"  were  granted  and  vested to  members of the
         Company's  Board of  Directors.  The stock  options  were granted at an
         exercise price equal to the fair market value on the date of the grant.
         The  Company's  quoted  stock price on November  22, 2004 was $1.60 per
         share. Although the Company granted options during the six month period
         ended June 30, 2005, only those grants  mentioned in this paragraph are
         exercisable as of June 30, 2005.

                                                               Exercise
                                       Options                   Price
                                     -----------------   ----------------------
Outstanding, December 31, 2003                     -     $                    -

     Granted                                 300,000                       1.60
     Exercised                                     -                          -
     Canceled                                      -                          -

Outstanding, December 31, 2004               300,000                       1.60

     Granted                                       -                          -
     Exercised                                     -                          -
     Canceled                                      -                          -

                                     -----------------   ----------------------
Outstanding, June 30, 2005                   300,000    $                  1.60
                                     =================   ======================

(12)     Operating leases
         ----------------

         The Company leases  multiple  facilities  for its general,  selling and
         production activities. Rent expense for the three months ended June 30,
         2005 and 2004 was $43,222  and  $13,203,  respectively  and $61,877 and
         $27,429 for the six months ended June 30, 2005 and 2004, respectively.

                                       18
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS




(13)     Interest Expense
         ----------------

         Interest  expense  for the three and six  months  ended  June 30,  2005
         includes an amount in connection with the repayment of notes payable to
         shareholders.  During the three months ended June 30, 2005, the Company
         issued  1,000,000  shares of our common  stock  valued at  $966,000  to
         settle  loan  balances   totaling  $500,000  plus  $16,129  in  accrued
         interest.  As a  result  of  this  transaction,  the  Company  recorded
         additional  non-cash  interest  expense of  $449,871  representing  the
         difference between the fair market value of the stock on the settlement
         date and the loan balances.

(14)     Income Taxes
         ------------

         The Company  has net  operating  loss  carryforwards  and other  timing
         differences  which  give rise to a  deferred  tax  asset.  Because  the
         Company has no assurance  that the tax benefit  from the net  operating
         loss and other timing  differences  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 and six months ended June 30,
         2005 and 2004 represent minimum state income taxes actually paid during
         those periods.

(15)     Related party transactions
         --------------------------

         For the three  months  ended June 30, 2005 and 2004,  the Company  paid
         management and consulting fees and other expenses  totaling $43,050 and
         $10,295, respectively, and $68,284 and $29,262 for the six months ended
         June 30,  2005 and  2004,  respectively,  to  companies  controlled  by
         affiliates of certain principal shareholders of the Company.

         In connection with the repayment of notes payable to shareholders,  the
         Company issued  1,000,000 shares of its common stock valued at $966,000
         to settle  loan  balances  totaling  $500,000  plus  $16,129 in accrued
         interest.  As a  result  of  this  transaction,  the  Company  recorded
         additional  non-cash  interest  expense of  $449,871  representing  the
         difference between the fair market value of the stock on the settlement
         date and the loan balances.

(16)     Cash flow disclosures
         ---------------------

         Cash  consists  of cash on hand  and  demand  deposits  with  financial
         institutions. Amounts paid for interest for the three months ended June
         30, 2005 and 2004 were $1,767 and $1,789,  respectively  and $4,614 and
         $13,812 for the six months ended June 30, 2005 and 2004,  respectively.
         Amounts  paid for income  taxes for the three and six months ended June
         30, 2005 and 2004 were $800 and $100, respectively.

         In connection with the repayment of notes payable to shareholders,  the
         Company issued  1,000,000 shares of its common stock valued at $966,000
         to settle  loan  balances  totaling  $500,000  plus  $16,129 in accrued
         interest.  As a  result  of  this  transaction,  the  Company  recorded
         additional  non-cash  interest  expense of  $449,871  representing  the
         difference between the fair market value of the stock on the settlement
         date and the loan balances.

                                       19
<PAGE>


                       SPEAKING ROSES INTERNATIONAL, INC.

                          NOTES TO FINANCIAL STATEMENTS


(17)     Subsequent events
         -----------------

         Subsequent to the six months ended June 30, 2005,  the Company  entered
         into a contingent agreement for the purchase of area development rights
         for $750,000.  The amount is payable in three equal  installments.  The
         Company  received  the  first  two  installments  with the third due on
         September  1, 2005.  The area  development  rights allow the parties to
         develop retail  distribution  outlets.  The parties will have the right
         to,  within  sixty  days of  being  provided  with an area  development
         agreement,  either enter into the area development agreement or receive
         convertible six month notes of the Company,  convertible at the rate of
         $.50 per share.


                                       20
<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 7, 2005. 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. In addition to
our own production,  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
directly 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
developing a retail distribution model in which third parties will provide sales
and  fulfillment  to end users.  We also license the technology and equipment to
exclusive licensees in the international markets.

On February 6, 2004, we issued  20,551,264  shares to Speaking Roses, LLC ("SR")
in exchange for SR's operating assets and liabilities. These newly issued shares
represented  approximately  80% of our outstanding  common shares. In connection
with this  transaction,  we changed our domicile from the State of Nevada to the
State of Utah. In addition, the then current officers and directors resigned and
affiliates of SR were appointed as our officers and directors.  The  acquisition
was treated, for accounting purposes, as a recapitalization in a reverse merger.
We paid all legal and accounting expenses and other direct costs associated with
the acquisition of approximately $71,000.

Set forth below are comparisons of financial statement information for the three
and six month  periods  ended June 30,  2005 and June 30,  2004.  The  unaudited
financial statements for the six months ended June 30, 2004 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
six months ended June 30, 2005 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:

         o    Under  applicable  accounting  regulations,   our  operations  are
              treated as  continuations  of the  operations  of SR,  rather than
              Millennium Electronics, Inc.

         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

                                       21
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



              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.

Results of Operations

Sales
-----

Sales  for the three and six  months  ended  June 30,  2005  were  $368,000  and
$808,000  compared to sales of $521,000 and  $1,248,000  for the same periods in
the prior  year.  Our net loss before  income  taxes for the first three and six
months of 2005 was $1,384,000 or ($.05) per share and $2,297,000,  or ($.08) per
share compared to $674,000,  or ($.03) per share and  $1,446,000,  or ($.06) per
share for the same three and six months  ended June 30,  2004.  The decrease was
due  primarily  to slower sales to mass  marketers  resulting  from  competitive
pressure.  We also  decreased our sales efforts in that channel as we change our
strategic direction toward retail, rather than wholesale distribution.

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).

Product  (flower)  revenues  were  $309,000  and  $694,000 for the three and six
months of 2005 compared to $448,000 and $1,108,000 for the same periods in 2004.
The decrease was due primarily to slower sales to mass marketers as we decreased
our sales efforts in that channel.

Licensing fees and royalty  revenues for the three and six months ended June 30,
2005 were $59,000 and $113,000  compared to licensing fees and royalty  revenues
of $73,000 and  $141,000  for the same three and six month  periods in the prior
year.

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

Cost of goods sold for product sales for the three and six months ended June 30,
2005 were  $347,000 and $672,000  compared to $324,000 and $867,000 for the same
three  and six month  periods  in 2004.  Cost of goods  sold for  product  sales
consisted  primarily of purchases of roses and the labor and supplies  necessary
to emboss them.  The increase in cost of goods sold for the three and six months
ended June 30, 2005 in relation  to sales is a direct  result of higher  product
costs,  labor and increase in the cost of the  Company's  production  facilities
compared with the three and six months ended June 30, 2004.

For the three and six months ended June 30, 2005,  cost of goods sold included a
one time charge of $75,000 for flower commitment and shipping.  Without that one
time  charge,  the cost of goods  sold for  product  sales for as a  percent  of
product  sales for the three and six months  ended  June 30,  2005 and 2004 were
88%, 72%, 86%, and 78%, respectively.

Selling and Marketing
---------------------

Selling and marketing  expenses were $512,000 and  $1,095,000  for the three and
six months ended June 30, 2005,  respectively  and $472,000 and $846,000 for the
three and six months ended June 30, 2004, respectively. The increases in selling

                                       22
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



and marketing costs for the three and six months ended June 30, 2005 compared to
the same  periods in 2004 are  primarily  due to increased  marketing  expenses,
including  the  hiring of  additional  employees  and the  planned  increase  in
marketing expenditures.

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

General and administrative expenses were $438,000 and $878,000 for the three and
six months  ended June 30, 2005  compared to $401,000  and $974,000 for the same
three  and six  months  ended  June  30,  2004.  The  decrease  in  general  and
administrative  expenses for the six months ended June 30, 2005  compared to the
same  period in 2004 is due  primarily  to a  decrease  in legal and  accounting
expenses  in 2005.  However,  overall  general  and  administrative  costs  have
increased  for the three months ended June 30, 2005  compared to the same period
in  2004  due  primarily  to an  increase  in  salaries  and  wages  and  office
facilities.

Interest Expense
----------------

Interest  expense was  $469,542  and $472,389 for the three and six months ended
June 30,  2005,  respectively  and $1,789 and $13,812 for the same three and six
months ended June 30, 2004. The large increase from the 2004 amounts as compared
to the 2005 amounts was in  connection  with the  repayment of notes  payable to
shareholders.  During the three months ended June 30, 2005, we issued  1,000,000
shares of its common stock valued at $966,000 to settle loan  balances  totaling
$500,000 plus $16,129 in accrued interest.  As a result of this transaction,  we
recorded  additional  non-cash  interest  expense of $449,871  representing  the
difference between the fair market value of the stock on the settlement date and
the loan balances.

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 and six months  ended June 30,  2005 and 2004
represent minimum state income taxes actually paid during those periods.

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

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

The Company had cash and cash  equivalents of $74,000 at June 30, 2005. 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  ($1,462,000)  and  ($1,477,000)  for the six
months  ended June 30,  2005 and 2004,  respectively.  Because  our  operational
earnings are currently  insufficient to fund our operations,  SRII has relied on

                                       23
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



funding from  outside  sources.  During the six months  ended June 30, 2005,  we
received $466,000, net of offering expenses, from the sale of stock in a private
placement and $750,000 in loans from  shareholders.  $500,000 of those loans was
cancelled in exchange for issuance of 1,000,000  shares of the Company's  common
stock.

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

Capital expenditures totaled $181,000 and $230,000 for the six months ended June
30,  2005 and  2004,  respectively.  Expenditures  in 2005  were  primarily  for
leasehold  improvements,  office  equipment,  software and patent and  trademark
applications.

Financing
---------

During the three and six months ended June 30, 2005,  the Company issued 656,000
shares of its $.001  par  value  common  stock  ("Common  Stock")  to  unrelated
accredited  investors at a price of $.75 per share. Also during the three months
ended June 30, 2005, the Company  collected fees of $100,000 for rights to be an
area developer of retail distribution  outlets. The area developer will have the
right  to,  within  sixty  days of  being  provided  with  an  area  development
agreement,  either enter into the area development  agreement or  receive133,333
shares of common stock of the Company.  The Company  received  $750,000 in loans
from shareholders. The notes are 90 day short term loans.

SRII has not achieved  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. The Company's ability to continue as a going concern is dependent upon
its ability to generate  future  profits and to generate  sufficient  capital to
meet its  obligations  on a timely  basis.  The Company is  attempting  to raise
additional  funds.  No  assurance  can be given that the Company will be able to
obtain  such  financing  on terms  favorable  to the  Company or at all. 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.
During  the three and six months  ended June 30,  2005,  expenses  exceeded  our
revenues by  approximately  $1,384,000  and  $2,297,000.  Net cash flows used in
operating  activities  during the six months  ended June 30,  2005 and 2004 were
$1,462,000 and $1,477,000.

We had approximately  $74,000 in available cash and cash equivalents at June 30,
2005 to fund future  operations and capital  expenditures.  Based on our current
business plan, our management  believes we can sufficiently  increase  revenues,
generate profits and obtain additional  capital to fund further losses 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 the funding through the issuance of debt, that financing could result in
a substantial  portion of our cash flows 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. Any  additional
sale of common stock or debt securities  would result in additional  dilution to
the Company's shareholders.


                                       24
<PAGE>


                      SPEAKING ROSES INTERNATIONAL, INC.



Estimated  capital  expenditures  for the next six  months  (through  the end of
fiscal 2005) are approximately  $300,000. 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 may  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:

         o    the acceptance of our floral embossing process in the market place
              at profitable prices;

         o    the success of our retail distribution business plan;

         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.

The financial  statements  included herein have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal course of business.  We have  incurred  aggregate net
operating  losses of $6,459,000 and operating  losses of $1,384,000 and $674,000
for the three months ended June 30, 2005 and 2004,  respectively  and $2,297,000
and $1,446,000 for the six months ended June 30, 2005 and 2004, respectively. At
June 30, 2005 and July 31, 2005,  we have cash  available to fund  operations of
$74,000 and $89,000, respectively.

The above factors indicate that we will be unable to continue as a going concern
unless we are able to generate  sufficient  cash flows to meet  obligations on a
timely  basis,  obtain  additional  capital  financing  or to obtain  profitable
operations.

We are attempting to raise additional funds,  however, no assurance can be given
that we will be able to obtain such  financing  on terms  favorable  to us or at
all.  Any  sale  of  additional  common  stock  or  convertible  equity  or debt
securities  would result in additional  dilution of the Company's  shareholders.
Should we fail to obtain  financing they will not be able to continue as a going
concern.

Management's  plans in regards to a going  concern  include  raising  additional
capital through the sale of common stock or potential debt offerings. During the
six months  ended June 30,  2005 we issued  656,000  shares of common  stock and
received  net  proceeds  of  $466,000.  We also  received  $750,000  from  three
shareholder loans.

                                       25
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that might be necessary  should we be unable to
continue as a going concern.

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;

         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.

                                       26
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



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 acting 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 June 30,
2005.  Based upon  their  evaluation  of these  disclosure  controls,  our 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 second fiscal quarter ended June 30, 2005,  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
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 2.   Changes in Securities

During the three and six months ended June 30, 2005,  the Company issued 656,000
shares of our $.001 par value common stock ("Common  Stock") to a  nonaffiliated
accredited  investor at a price of $.75 per share.  We believe  the  issuance of
these securities was exempt from the registration requirements of the Securities
Act of 1933,  as amended  (the "33 Act"),  pursuant to  Sections  4(2) and other
provisions  of  the 33  Act.  The  investor  was an  "accredited  investor"  and
represented that it was acquiring the common shares for investment and without a
view to their distribution in violation of the federal or state securities laws,
and that it  understood  that the common shares were being sold in reliance upon
exemptions  from  registration  under the federal and state  securities laws and
that they  were,  therefore,  "restricted  securities"  subject  to  significant
restrictions  on transfer.  The  certificate  evidencing the securities  bears a
standard restrictive legend.

                                       27
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.



During the period ended June 30, 2005, we also issued 1,000,000 shares of Common
Stock to two investors in exchange for  cancellation  of $500,000 of notes.  The
two investors are nonaffiliated accredited investors. We believe the issuance of
these securities was exempt from the registration requirements of the Securities
Act of 1933,  as amended  (the "33 Act"),  pursuant to  Sections  4(2) and other
provisions  of the  33  Act.  The  investors  were  "accredited  investors"  and
represented  that they were  acquiring  the  common  shares for  investment  and
without  a view to their  distribution  in  violation  of the  federal  or state
securities laws, and that they understood that the common shares were being sold
in  reliance  upon  exemptions  from  registration  under the  federal and state
securities laws and that they were, therefore,  "restricted  securities" subject
to significant  restrictions on transfer. The certificates evidencing the shares
bear standard restrictive legends.

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

None

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
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)

         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.

                                       28
<PAGE>
                      SPEAKING ROSES INTERNATIONAL, INC.


(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 June
30, 2005:

             Report Filing Date                         Item Reported
             -------------------                        -------------
(a)    Current Report on Form 8-K filed May 13,   Patented granted by the United
       2005                                       States Patent and Trademark
                                                  Office

(b)    Current report on Form 8-K filed May 25,   Appointment of new Chief
       2005                                       Executive Officer

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/ John W. Winterholler
          John W. Winterholler
          President and
          Chief Executive Officer
Date:     November 21, 2005

By:       /s/ Bradley E. Wittwer
          Bradley E. Wittwer
          Chief Financial Officer
Date:     November 21, 2005


                                       29