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

                                   FORM 10-QSB

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

                 For the three month period ended June 30, 2004
                                       OR

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

                      Commission file number _____________


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

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


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

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

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

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

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

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

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

As of July 6,  2004,  there  were  26,439,207  common  shares of the  registrant
outstanding.


<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.


PART I. FINANCIAL INFORMATION.



Item 1.  Financial Statements

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

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

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

                       See Notes to Financial Statements.

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

                                  BALANCE SHEET

                                                                            June 30
                                                                             2004
                                                                         -------------
                                                                          (Unaudited)
ASETS
CURRENT ASSETS
<S>                                                                      <C>
     Cash and cash equivalents                                           $ 1,273,109
     Accounts receivable, less allowance for losses
     of $37,602                                                              133,467
     Inventories                                                              39,163
                                                                         -----------

             TOTAL CURRENT ASSETS                                          1,445,739
                                                                         -----------
PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation of $49,256                                     244,458
                                                                         -----------
OTHER ASSETS
     Deposits                                                                  6,285
     Patents and trademarks, net of accumulated amortization of $6,310       195,625
                                                                         -----------
                                                                             201,910
                                                                         -----------

             TOTAL ASSETS                                                $ 1,892,107
                                                                         ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable, trade                                             $   313,726
     Accrued expenses                                                         80,309
     Deferred revenue                                                        161,882
     Current portion of long-term debt                                        40,200
                                                                         -----------

             TOTAL CURRENT LIABILITIES                                       596,117
                                                                         -----------

LONG-TERM DEBT, less current portion above                                     9,242
                                                                         -----------

Preferred Stock, par value $.001, authorized 30,000,000 shares and
     0 shares issued and outstanding                                            --
Common Stock, par value $.001, authorized 70,000,000 shares and
     26,439,207 shares issued and outstanding                                 26,439
     Additional paid-in capital                                            3,954,327
     Accumulated deficit                                                  (2,694,018)
                                                                         -----------

                                                                           1,286,748
                                                                         -----------

             TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                  $ 1,892,107
                                                                         ===========
</TABLE>
                       See notes to financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                       SPEAKING ROSES INTERNATIONAL, INC.

                            STATEMENTS OF OPERATIONS

                                                       Three months ended              Six months ended
                                                             June 30                        June 30
                                                      2004           2003            2004            2003
                                                 ------------    ------------    ------------    ------------
                                                  (Unaudited)    (Unaudited)     (Unaudited)     (Unaudited)

<S>                                              <C>             <C>             <C>             <C>
NET SALES                                        $    520,927    $     39,666    $  1,248,472    $     90,260

COST OF GOODS SOLD                                    324,154          18,979         867,413          34,554
                                                 ------------    ------------    ------------    ------------

        GROSS PROFIT                                  196,773          20,687         381,059          55,706

OPERATING EXPENSES                                    873,789         376,766       1,819,441         488,613
                                                 ------------    ------------    ------------    ------------

        OPERATING LOSS                              (677,016)       (356,079)     (1,438,382)       (432,907)
                                                 ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
     Other income                                         309            --               571            --
     Interest income                                    4,948            --             5,774            --
     Interest expense                                  (1,789)        (10,322)        (13,812)        (22,810)
                                                 ------------    ------------    ------------    ------------

        TOTAL OTHER INCOME (EXPENSE)                    3,468         (10,322)         (7,467)        (22,810)
                                                 ------------    ------------    ------------    ------------

        LOSS BEFORE PROVISION FOR INCOME TAXES       (673,548)       (366,401)     (1,445,949)       (455,717)
                                                 ------------    ------------    ------------    ------------

        Provision for income taxes                       --              --              (100)           --
                                                 ------------    ------------    ------------    ------------

        NET LOSS                                 $   (673,548)   $   (366,401)   $ (1,445,949)   $   (455,717)
                                                 ============    ============    ============    ============

        NET LOSS PER BASIC AND DILUTED
          COMMON SHARE                           $      (0.03)   $      (0.02)   $      (0.06)   $      (0.02)

        WEIGHTED AVERAGE NUMBER OF COMMON
          SHARES OUTSTANDING (BASIC AND DILUTED)   25,983,870      21,668,291      25,093,183      21,668,291
</TABLE>

                       See Notes to Financial Statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                       SPEAKING ROSES INTERNATIONAL, INC.

                            STATEMENTS OF CASH FLOWS

                                                              Six months ended
                                                                   June 30
                                                            2004            2003
                                                         -----------    -----------

(Unaudited) (Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>            <C>
     Net loss                                            $(1,445,949)   $  (455,717)
     Adjustments to reconcile net loss to net cash
         flows from operating activities:
         Depreciation and amortization                        29,707          4,256
         Gain on sale of assets                                  (53)
     (Increase) decrease in operating assets:
         Accounts receivable                                  42,389        (10,106)
         Inventories                                         (29,422)        (7,159)
         Prepaid expenses                                     10,502         (1,350)
         Deposits                                             (1,500)          --
     Increase (decrease) in operating liabilities:
         Accounts payable, trade                             (51,115)        96,423
         Deferred revenue                                     47,579           --
         Accrued expenses                                     16,253         20,991
                                                         -----------    -----------

             NET CASH FLOWS FROM OPERATING ACTIVITIES     (1,476,767)      (352,662)
                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in property and equipment                   (119,140)      (109,720)
     Patents, trademarks and other intangibles              (110,544)       (24,483)
                                                         -----------    -----------

             NET CASH FLOWS FROM INVESTING ACTIVITIES       (229,684)      (134,203)
                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from related party loans                          --          490,335
     Principal payments of notes payable                  (1,113,564)          --
     Proceeds from sale of common stock                    4,051,401           --
                                                         -----------    -----------

             NET CASH FLOWS FROM FINANCING ACTIVITIES      2,937,837        490,335
                                                         -----------    -----------

             NET INCREASE IN CASH                          1,231,386          3,470

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

             CASH, END OF PERIOD                         $ 1,273,109    $    18,224
                                                         ===========    ===========
</TABLE>
                       See Notes to Financial Statements.

                                       5
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


(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.  We have licensed that  technology to
         large wholesale flower concerns and other parties to perform the actual
         embossing of flowers.  In the United States,  we sell embossed  flowers
         and bouquets  containing  embossed flowers to individuals,  businesses,
         florists,  chain stores and large wedding and corporate  event planners
         with  production  and  fulfillment  primarily  provided by the licensed
         wholesale   flower   providers.   We  are   building   an   independent
         commission-based  sales  force to sell our  products  within  exclusive
         territories.  Internationally,  we license the technology and equipment
         to exclusive licensees in return for a license fee plus ongoing royalty
         payments. In addition, we maintain our own production facility which we
         use for  research  and  development  as well as order  fulfillment.  We
         intend to continue to license the technology and the equipment used for
         the embossing process and to outsource  fulfillment to third parties as
         our primary business operation.

         On February 6, 2004, the Company issued  20,551,264  shares to Speaking
         Roses, LLC ("SR") in exchange for SR's operating assets and liabilities
         of the Company.  These newly issued shares represent  approximately 80%
         of our 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. The Company paid
         all legal and  accounting  expenses and other  direct costs  associated
         with the acquisition of approximately $71,000.

         Basis of presentation - The accompanying unaudited financial statements
         for the three and six  months  ended June 30,  2004 have been  prepared
         pursuant to the rules and  regulations  of the  Securities and Exchange
         Commission for interim financial reporting.  They do not include all of
         the  information  and  footnotes  that would be presented in the annual
         report on form  10KSB.  These  financial  statements  should be read in
         conjunction  with the notes hereto,  and the financial  statements  and
         notes thereto included in our annual report on Form 10-KSB for the year
         ended  December  31, 2003,  previously  filed with the  Securities  and
         Exchange Commission.

         In the opinion of  management,  all  adjustments  (consisting of normal
         recurring  entries)  necessary for the fair presentation of our results

                                       6
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


         of  operations,  financial  position  and  changes  therein for interim
         periods have been included. The results of operations for the three and
         six months ended June 30, 2004,  may not be  indicative  of the results
         that may be expected for the year ending December 31, 2004.

         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.

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

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

         Inventory  valuation -  Inventories  are stated at the lower of cost or
         market.  Cost has been  determined  on the first-in,  first-out  basis.
         Market is based upon realizable value.

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

                                       7
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


         Depreciation  and  amortization  -  Property  under  capital  leases is
         amortized  over the lives 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 - 5 years
         Furniture and fixtures                             3 - 5 years
         Computer equipment                                     5 years
         Software                                               5 years

         Advertising  costs - Advertising  costs are charged to operations  when
         incurred.  Advertising  expense  was  $32,581  and $1,396 for the three
         months  ended June 30, 2004 and 2003,  respectively  and  $319,168  and
         $25,340 for the six months ended June 30, 2004 and 2003, respectively.

         Income  Taxes -  Deferred  income  taxes  are  provided  for  temporary
         differences between the financial reporting and tax basis of assets and
         liabilities  using  enacted  tax laws and rates for the years  when the
         differences are expected to reverse.

         Revenue  recognition  -The  Company has  entered  into  production  and
         fulfillment  agreements with domestic floral  wholesalers.  Under these
         agreements  the  wholesalers   emboss  and  fulfill  orders  using  the
         Company's  proprietary  technology and equipment.  The Company collects
         from the  customer  and pays a  standard  price  to the  wholesaler  to
         fulfill the orders.

         The  Company has also  entered  into 2 year,  non-cancelable  licensing
         agreements with international floral wholesalers. Under these contracts
         the wholesalers  acquire exclusive rights to distribute embossed floral
         products within a geographical  region. Fees under these agreements are
         paid to the Company at inception  and  recognized  over the life of the
         contract. The Company also receives a royalty on sales of all imprinted
         flowers and monthly rental fees for use of the proprietary equipment.

         Stock  based   compensation  -  The  Company   applies  the  disclosure
         requirements  of Statement of Financial  Accounting  Standards No. 123,
         Accounting  for Stock  Based  Compensation,  (SFAS 123) which  requires
         disclosure  of the  fair  value  and  other  characteristics  of  stock
         options.  Under the  provision  of SFAS 123, the Company has elected to
         continue  using the intrinsic  value method of accounting  for employee
         stock based  compensation in accordance with the Accounting  Principles
         Board Option No. 25, Accounting for Stock Issued to Employees.

         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 of $37,602 at June 30, 2004.

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

                                       8
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


(2)      Intangible assets
         -----------------

         Amortized intangibles
           Patents and other intangibles, net of accumulated
           amortization of $6,310                                  $  111,068
                                                                   ----------
             Total amortized intangibles                              111,068

         Unamortized intangibles
           Trademarks                                                  84,557
                                                                   ----------
             Total intangible assets                               $  195,625
                                                                   ==========

         Amortization  expense was $1,552 and $0 for the three months ended June
         30,  2004 and 2003,  respectively  and $2,857 and $0 for the six months
         ended June 30, 2004 and 2003,  respectively.  Accumulated  amortization
         was $6,310 as of June 30, 2004.

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

         Cost
            Printing Equipment                                      $124,254
            Machinery and Equipment                                   66,637
            Furniture and Fixtures                                    25,796
            Computer Equipment                                        52,453
            Software                                                  24,574
                                                                   ---------
            Total Cost                                               293,714
         Accumulated depreciation                                    (49,256)
                                                                   ----------
            Net property and equipment                              $244,458
                                                                   =========

         Included in property and equipment are the following capital leases:

         Cost
            Telephone Equipment                                       $6,714
            Manufacturing Equipment                                   10,618
            Furniture and fixtures                                     7,460
            Printing equipment                                        60,827
                                                                   ---------
                                                                      85,619
         Accumulated depreciation                                    (25,464)
                                                                   ---------

           Net property and equipment under capital leases           $60,155
                                                                   =========

                                       9
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


         The aggregate  depreciation and amortization  charged to operations was
         $15,268 and $3,753 for the three  months  ended June 30, 2004 and 2003,
         respectively  and $26,905 and $4,256 for the six months  ended June 30,
         2004 and 2003, respectively.

(4)      Contingent Matters
         ------------------

         During the  period  ended  June 30,  2004,  the  Company  resolved  the
         ambiguity  that existed in the master service  agreement  dated January
         2004. The Company issued 500,000 shares of its common stock in exchange
         for the $500,000 previously paid. The master agent will provide certain
         administrative,  collection  and  auditing  services  to the Company in
         exchange for 15% of sales in Asia.  Company has recorded the payment as
         common stock and additional  paid-in capital  pursuant to resolution of
         the agreement. The Company had previously recorded the $500,000 payment
         as a liability until such time a resolution could be reached.

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

         Capitalized lease obligations.                        $   49,442
                                                               ----------

               Total long-term debt                                49,442

               Less current portion                                40,200
                                                               ----------

               Noncurrent Portion                              $    9,242
                                                               ==========


(6)      Operating leases
         ----------------

         The  Company  leases its office  facility  under a six month  operating
         lease.  Rent  expense for the three months ended June 30, 2004 and 2003
         was $13,203 and $26,498,  respectively  and $27,429 and $39,746 for the
         six months ended June 30, 2004 and 2003, respectively.

         During the period ended June 30, 2004,  the Company  entered into a one
         year lease for its production facility. Rent expense for the production
         facility for the three months ended June 30, 2004 was $700.

                                       10
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


(7)      Lessor leases
         -------------

         The Company leases its proprietary floral embossing equipment to floral
         shops and distributors under two year licensing agreements.  The future
         minimum  lease  payments  to  be  received  from  these  non-cancelable
         licensing  agreements as of June 30, 2004 were $50,055 in 2004, $93,875
         in 2005,  and  $6,139 in 2006.  Rental  property  under  licensing  and
         equipment lease agreements consists of the following:

         Cost
           Printing equipment                                   $   37,678
           Less accumulated depreciation                           (10,618)
                                                                ----------

                Net leased printing equipment                   $   27,060
                                                                ==========
(8)      Income Taxes
         ------------

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

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

         As  part  of the SR  acquisition  described  in  note  1,  the  Company
         completed a $4,000,000  private  placement  offering  under Rule 506 of
         Regulation D by selling  4,000,000  of its common  shares at a price of
         $1.00 per share.  The proceeds of the offering  were used to repay debt
         and working capital.

         In March 2004, the Company's  management  determined that the pro forma
         financial   statements  included  as  part  of  the  private  placement
         memorandum contained certain errors. The Company completed a rescission
         offer for the private  placement on June 30, 2004  allowing the private
         placement  investors to rescind  their stock  purchase.  Investors  who
         purchased  88,968  shares of common  stock  elected to rescind and were
         paid $88,968 and $2,732 interest.

         During the  period  ended  June 30,  2004,  the  Company  resolved  the
         ambiguity  that existed in the master service  agreement  dated January
         2004. The Company issued 500,000 shares of its common stock in exchange
         for the $500,000 previously paid. The master agent will provide certain
         administrative,  collection  and  auditing  services  to the Company in
         exchange for 15% of sales in Asia. The Company had previously  recorded
         the $500,000  payment as a liability until such time a resolution could
         be reached.

                                       11
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.




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

         For the three  months  ended June 30, 2004 and 2003,  the Company  paid
         management  and consulting  fees,  for accounting and  computer-related
         services of $10,295 and $22,479,  respectively, and $29,262 and $49,326
         for the six  months  ended  June 30,  2004 and 2003,  respectively,  to
         companies controlled by affiliates of certain principal shareholders of
         the  Company.  There  are no  formal  agreements  in place  for  future
         services from these companies.

(11)     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, 2004 and 2003 were $1,789 and  $10,322,  respectively,  and $13,812
         and  $22,810  for  the  six  months  ended  June  30,  2004  and  2003,
         respectively.



                                       12
<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 consolidated financial statements and notes thereto
which appear  elsewhere in this  Quarterly  Report and the MD&A contained in our
Annual Report on Form 10-KSB filed with the Securities  and Exchange  Commission
(the "SEC") on April 13, 2004. The following discussion contains forward-looking
statements  and  should  also be  read  in  conjunction  with  "Forward  Looking
Statements" below.

Overview

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

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

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

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

                                       13
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


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

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

Financial Condition

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

The Company had cash and cash  equivalents of $1,273,000 at June 30, 2004.  Cash
and cash  equivalents are currently  invested in secure  investment  grade money
market accounts with the over-riding objective of safety of principal.

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

Cash flows from  operations  were ($760,000) and ($977,000) for the three months
and six months ended June 30, 2004 and  ($291,000)  and ($353,000) for the three
and six  months  ended June 30,  2003.  Because  our  operational  earnings  are
currently  insufficient to fund our operations,  SRII has relied on funding from
outside sources, primarily the sale of 4,000,000 shares of common stock from the
Private  Placement we completed  during the first  quarter of 2004.  We held the
initial  closing of the Private  Placement on February 6, 2004, when we accepted
subscriptions  for a  total  of  1,237,500  common  shares  and  closed  the  SR
acquisition.  For more information  regarding the initial closing of the Private
Placement,  see our  current  report on Form 8-K filed  February  20,  2004.  We
subsequently  accepted  subscriptions for an additional 2,762,500 shares (for an
additional   $2,762,500)  bringing  the  total  subscriptions  for  the  Private
Placement to the maximum  4,000,000  shares.  We paid the placement agent,  ACAP
Financial  Corporation,  a registered  broker/dealer,  approximately $360,000 in
cash commissions and issued it a total of  approximately  360,000 shares for its
services in placing the common shares.

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

Capital  expenditures totaled $106,000 and $230,000 for the three and six months
ended June 30,  2004,  compared to $115,000  and  $134,000 for the three and six
months ended June 30, 2003.  Expenditures  in 2004 were  primarily  for printing
equipment, office equipment, software and patent and trademark applications.

                                       14
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


Financing
---------

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

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

In connection  with the initial  closing of the Private  Placement,  the Company
paid approximately $1,206,000 of previously incurred debt; $956,000 to directors
and insiders and $250,000 on a demand loan from a bank (personally guaranteed by
certain of our  directors).  As a result,  as of June 30,  2004,  the  Company's
remaining debt was a $49,000 equipment lease.

In January  2004, we entered into a master  services  agreement for all of Asia,
except Japan, and received $500,000.  During the period ended June 30, 2004, the
Company resolved an ambiguity that existed in the agreement.  The Company issued
500,000  shares of its common  stock in exchange  for the  $500,000.  The master
agent will provide certain  administrative,  collection and auditing services to
the Company in exchange for 15% of sales in Asia.

Results of Operations

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

Sales  for the three and six  months  ended  June 30,  2004  were  $521,000  and
$1,248,000,  respectively, with a net loss before federal and state income taxes
of $1,173,000,  or ($.05) per share and $1,946,000,  or ($.08) per share.  Sales
for the three and six  months  ended June 30,  2003 were  $40,000  and  $90,000,
respectively.  The net loss before  federal and state income taxes was $366,000,
or ($.02) per share and $456,000, or ($.02) per share for the same three and six
month  period  ended June 30,  2003.  We acquired  SR's  business  and assets on
February 6, 2004 and the above  reported  sales and net loss for the first three
months of 2004 were almost entirely those of SR's operations (other than $13,000
of Millennium Electronics, Inc.'s expenses prior to the acquisition).

Product  (flower)  sales were  $444,000  and  $1,052,000  excluding  royalty and
training  fees for new  licensees  of $77,000 and $196,000 for the three and six
months ending June 30, 2004.  As a  comparison,  product sales for the three and
six months ended June 30, 2003 were $40,000 and $90,000, respectively, and there
were no royalty and training fees.

                                       15
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

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

Cost of goods sold were $324,000 and $19,000 for the three months ended June 30,
2004 and 2003,  respectively.  Cost of goods for the six  months  ended June 30,
2004 and 2003  were  $867,000  and  $35,000,  respectively.  Cost of goods  sold
consisted  primarily of purchases of roses and the labor and supplies  necessary
to emboss them. Approximately 311,000 roses were produced and shipped by SRII in
the six months ended June 30,  2004.  We do not have records of the exact number
of embossed roses sold during the six months ended June 30, 2003, but management
believes  that the Company  produced  and shipped more roses during 2004 than in
the same period in 2003.  The  increase  in costs was  related to the  increased
embossed flower volumes in 2004.

Operating Expenses
------------------

Selling,  general and administrative expenses were $1,373,000 and $2,319,000 for
the three and six months  ended June 30,  2004,  respectively,  and $377,000 and
$489,000  for the three and six months  ended June 30,  2003  respectively.  The
increase  is   attributable  to  legal,   accounting  and  increased   marketing
expenditures and growth in the corporate sales and financial staffs.

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

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

The Company has the  potential of a $14,000 tax loss carry forward from previous
losses;  however until we are producing  taxable  income  against which to apply
this credit, this potential benefit will not be recorded as an asset.

Liquidity and Capital Resources

SRII has not produced  quarterly or annual profits as either SR (prior to the SR
acquisition) or as SRII.  Accordingly,  until we prove to be profitable,  we can
give no assurances  that we have  sufficient  capital  resources or liquidity to
satisfy  working  capital and  operating  requirements  beyond our current  cash
balances.  To fund future growth and operations,  it will be necessary to either
raise additional  capital or produce earnings that can be used for operations of
the  business.  Our  current  year to  date  expenses  exceed  our  revenues  by
approximately $1,446,000.

We had  approximately  $1,273,000 in available cash and cash equivalents at June
30,  2004 to fund  future  operations  and  capital  expenditures.  Based on our
current  business  plan, our management  believes we can  sufficiently  increase
revenues to enable  profitable  operations,  obtain  additional  capital (equity
and/or debt) to fund further losses, or both, to ensure the ongoing viability of

                                       16
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


the  enterprise.  If we need  additional  financing,  and acquire  that  funding
through the  issuance of equity  securities,  our  shareholders  may  experience
dilution  in the value  per  share of their  equity  securities.  If we  acquire
funding  through  the  issuance  of  debt,  that  financing  could  result  in a
substantial  portion of our cash flow from  operations  being  dedicated  to the
payment of principal and interest on that indebtedness, and could render us more
vulnerable  to  competitive  pressures  and economic  downturns.  We can give no
assurances that we will be able to obtain additional  financing,  either through
debt or equity, on terms that are acceptable to us, or at all.

Estimated  capital  expenditures for the next 6 months (through the remainder of
2004) are  approximately  $174,000.  We believe we will have the ability to plan
and execute our capital  spending  and  expenses in the future as we execute our
business  plan  by  varying  the  extent  of our  licensing  activities,  hiring
practices and promotional  activities.  If we elect to slow the speed, or narrow
the  focus,  of our  business  plan,  we  will be able  to  reduce  our  capital
expenditures and losses.  Our actual ability to effectuate our proposed business
plan will depend on a number of factors including:

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

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

Forward-looking statements

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

Certain  statements  contained in this  report,  including  without  limitation,
statements  containing  the words  "will,"  "anticipate,"  "believe,"  "intend,"
"estimate," "expect," "project" and words of similar import,  constitute forward
looking  statements,  although not all forward looking  statements  contain such
identifying  words.  Forward looking statements involve known and unknown risks,
uncertainties  and other factors that may cause our actual results,  performance


                                       17
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.


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.


ITEM 3.  CONTROLS AND PROCEDURES

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

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

Our management,  including our chief  executive  officer and our chief financial
officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived and operated,  can provide only  reasonable,  but not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource

                                       18
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.


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

In January  2004, we entered into a master  services  agreement for all of Asia,
except Japan, and received $500,000.  During the period ended June 30, 2004, the
Company resolved an ambiguity that existed in the agreement.  The Company issued
500,000  shares of its common  stock in exchange  for the  $500,000.  The master
agent will provide certain  administrative,  collection and auditing services to
the Company in rxchange for 15% of sales in Asia.

We believe the  issuance  of such  securities  was exempt from the  registration
requirements  of the  Securities  Act of 1933, as amended (the "33 Act"),  as an
"offshore  transaction"  pursuant to Regulation S promulgated  under the 33 Act.
The service agent was the sole recipient of the stock and represented to us that
it was not a "U.S.  person," 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 shares
bears a standard Regulation S restrictive legend.

As described  in Part I, Item 2, in June 2004 we  completed a  rescission  offer
with respect to the Private Placement.  The rescission offer was structured as a
private placement under Regulation D, promulgated under the 33 Act, and effected
pursuant to exemptions  from  registration  under the various  securities  laws.
Pursuant to the terms of the  rescission  offer,  we offered  each  purchaser of
common  shares  in  the  Private  Placement  the  right  to  rescind  his or its
investment in those  securities and receive a full refund of the purchase price,
together with interest at the applicable  state  statutory rate. Five investors,
owning 89,000 shares elected to rescind.

                                       19
<PAGE>

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.

(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, 2004:

         Report Filing Date                   Item Reported
         ------------------                   -------------
(a)      Amendment  on Form  8-K/A            Changes  in control of
         filed  April 23, 2004 amending       registrant, acquisition of SR
         the Current Report on Form 8-K       and attendant risk factors
         filed February 20, 2004
(b)      Current Report on Form 8-K           Press release related to a change
         filed June 10, 2004                  in senior management


                                       20
<PAGE>

SIGNATURES

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


SPEAKING ROSES INTERNATIONAL, Inc.

By:       /s/ Blaine Harris
          ----------------------------------
          Blaine Harris
          President
          Chief Executive Officer

Date:     August 11, 2004


By:       /s/ Dan Mumford
          ----------------------------------
          Dan Mumford
          Acting Chief Financial Officer
Date:     August 11, 2004







                                       21