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

                                  FORM 10-QSB/A
                                (Amendment No.1)

   (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 March 31, 2007
      [ ]                             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)

              404 Ironwood Drive                                   84115
             Salt Lake City, Utah                               (Zip Code)
   (Address of principal executive offices)

       Registrant's telephone number, including area code: (801) 433-3900

          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 June 18, 2007 there were 35,653,316 common shares outstanding.




                                     - 1 -
<PAGE>

                               TABLE OF CONTENTS


PART I
FINANCIAL INFORMATION
Item 1.  Financial Statements
Item 2.  Management's Discussion and Analysis or Plan of Operations
Item 3.  Controls and Procedures


PART II
OTHER INFORMATION
Item 1.  Legal Proceedings
Item 2.  Unregistered Sales of Equity Securities and use of Proceeds
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Report on Form 8-K


SIGNATURES
EX 31.1  (Certifications required under Section 302 of the Sarbanes-Oxley Act of
          2002)
EX 31.2  (Certifications required under Section 302 of the Sarbanes-Oxley Act of
          2002)
EX 32.1  (Certifications required under Section 906 of the Sarbanes-Oxley Act of
          2002)
EX 32.2  (Certifications required under Section 906 of the Sarbanes-Oxley Act of
          2002)






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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY

PART I.  FINANCIAL INFORMATION.

Item 1.  Financial Statements

On June 20, 2007, our independent  registered public accounting firm, Tanner LC,
resigned as our independent  registered public accounting firm. This resignation
occurred  prior to the date of filing our Form 10-QSB for the  quarterly  period
ended March 31, 2007 or this  amended Form  10-QSB/A.  Tanner LC did not perform
any review or other  attest  procedures  relating to the Form 10-QSB or the Form
10-QSB/A.  The Company has not yet  retained an  independent  registered  public
accounting  firm to  replace  Tanner LC. The  accompanying  unaudited  condensed
consolidated  financial  statements of Speaking  Roses  International,  Inc. and
subsidiary  ("SRII" or the "Company") as of March 31, 2007 and December 31, 2006
and for the three months ended March 31, 2007 and 2006,  have not been  reviewed
by an  independent  registered  public  accounting  firm  but,  in  management's
opinion,   have  been  prepared  in  accordance  with  U.S.  generally  accepted
accounting  principles for interim financial reporting and pursuant to the rules
and  regulations  of the  Securities  and  Exchange  Commission.  The  condensed
consolidated  financial  statements  do not include all of the  information  and
footnotes required by U.S. generally accepted accounting principles for complete
financial statements.  These condensed  consolidated financial statements should
be read in conjunction  with the notes hereto,  and the  consolidated  financial
statements  and notes  thereto  included in our annual report on Form 10-KSB for
the year ended December 31, 2006.

All adjustments  (consisting only of normal recurring adjustments) necessary for
the fair  presentation of our  consolidated  financial  position as of March 31,
2007 and December 31, 2006 and our  consolidated  results of operations and cash
flows for the three months ended March 31, 2007 and 2006 have been included. The
consolidated results of operations for the three months ended March 31, 2007 may
not be indicative of the results for the year ending December 31, 2007.

In Management's Discussion and Analysis or Plan of Operations in Item 2, we have
compared  the  operating  results and  financial  position of SRII for the three
months ended March 31, 2007 and for the three  months  ended March 31, 2006.  We
believe these  comparisons may not be meaningful and caution should be exercised
by readers in utilizing these comparisons.









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<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)




                                     ASSETS
                                     ------
CURRENT ASSETS
     Cash                                                         $     151,756
     Accounts receivable, less allowance for
       doubtful accounts of $61,561                                     201,396
     Inventories                                                         65,847
     Prepaid expenses                                                    56,068
     Other current assets                                                 3,484
                                                                  --------------

           TOTAL CURRENT ASSETS                                         478,551
                                                                  --------------

PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation and amortization
     of $260,987                                                        281,312
                                                                  --------------

OTHER ASSETS
     Deposits                                                            24,450
     Patents and trademarks, net of accumulated
       amortization of $61,873                                          480,317
     Other Assets                                                           796
                                                                  --------------

           TOTAL OTHER ASSETS                                           505,563
                                                                  --------------


           TOTAL ASSETS                                           $   1,265,426
                                                                  ==============











                                    Continued

     See accompanying notes to condensed consolidated financial statements

                                     - 4 -
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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------


CURRENT LIABILITIES
     Accounts payable, trade                                      $     646,209
     Accrued expenses                                                   103,665
     Area development rights deposits                                         -
     Accrued interest                                                   266,957
     Current portion of deferred revenue                                270,215
     Current portion of capital lease obligations                        11,318
     Note Payable                                                       100,000
     Current portion of related party notes payable                     651,010
                                                                  --------------

           TOTAL CURRENT LIABILITIES                                  2,049,375
                                                                  --------------

LONG-TERM LIABILITIES
     Related party notes payable                                              -
     Convertible notes payable, net of debt discount
        of $226,875                                                   4,445,741
     Deferred Revenue, less current portion                             410,047
     Capital Lease Obligations, less current portion                     31,748
                                                                  --------------

           TOTAL LONG-TERM LIABILITIES                                4,887,535
                                                                  --------------

TOTAL LIABILITIES                                                     6,936,910
                                                                  --------------

COMMITMENTS AND CONTINGENCIES (see note 15)

STOCKHOLDERS' DEFICIT
     Preferred Stock, par value $.001; authorized
        30,000,000 shares, no shares issued                                   -
     Common Stock, par value $.001; authorized
        70,000,000 shares, 35,653,316 shares issued
        and outstanding                                                  35,653
     Additional paid-in capital                                       9,897,774
     Accumulated deficit                                            (15,604,911)
                                                                  --------------

           TOTAL STOCKHOLDERS' DEFICIT                               (5,671,484)
                                                                  --------------

           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT            $   1,265,426
                                                                  ==============



                                    Concluded

     See accompanying notes to condensed consolidated financial statements


                                     - 5 -
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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Three Months Ended March 31,
                                   (Unaudited)


                                                        2007           2006
                                                    ------------   -------------
SALES
     Product sales                                  $    414,821   $    369,882
     License fees and other revenue                      139,767         75,473
     Royalties                                             8,440         15,553
                                                    ------------   -------------
         NET SALES                                       563,028        460,908

OPERATING EXPENSES
     Cost of goods sold                                  351,973        354,200
     General and adminstrative                           359,485        715,058
     Sales and marketing                                 232,271        241,852
     Research and development                            147,397         36,642
                                                    ------------   -------------

         TOTAL OPERATING EXPENSES                      1,091,126      1,347,752
                                                    ------------   -------------

         OPERATING LOSS                                 (528,098)      (886,844)
                                                    ------------   -------------

OTHER INCOME (EXPENSE)
     Other income                                              -          9,682
     Interest Income                                           -              5
     Other expense                                             -           (768)
     Interest expense                                   (155,461)      (507,926)
     Loss on extinguishment of debt                            -        (98,457)
                                                    ------------   -------------

         TOTAL OTHER (EXPENSE), NET                     (155,461)      (597,464)
                                                    ------------   -------------

         LOSS BEFORE PROVISION FOR INCOME TAXES         (683,559)    (1,484,308)

         Provision for income taxes                       (1,000)             -
                                                    ------------   -------------

         NET LOSS                                   $   (684,559)  $ (1,484,308)
                                                    ============   =============


         NET LOSS PER COMMON SHARE, BASIC AND
           DILUTED                                  $     (0.02)   $      (0.05)
                                                    ============   =============

         WEIGHTED AVERAGE NUMBER OF COMMON
             SHARES OUTSTANDING,
                 BASIC AND DILUTED                    35,539,825     29,363,051
                                                    ============   =============




     See accompanying notes to condensed consolidated financial statements


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      For the Three Months Ended March 31,
                                   (Unaudited)


                                                        2007           2006
                                                    ------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $   (684,559)  $ (1,484,308)
  Adjustments to reconcile net loss to net cash
      Used in operating activities:
      Depreciation and amortization                       71,359         36,989
      Common stock issued for consulting services        181,235              -
      Interest expense recorded as an increase to
          convertible notes payable                            -         38,959
      Loss on extinguishment of debt                           -         98,457
      Amortization of deferred compensation              (85,242)        48,527
      Loss on sale of assets                              (3,467)           568
      Interest expense from beneficial debt
         conversion features and amortization
         of debt discount                                 20,418        412,783
      (Gain) on forgiveness of liability                       -         (9,656)
  (Increase) / decrease in operating assets:
      Accounts receivable                               (110,631)      (237,941)
      Inventories                                          7,989         10,320
      Prepaid expenses                                   (52,259)        (4,014)
      Other current assets                                (1,589)      (279,283)
      Deposits                                            (2,648)         7,867
  Increase / (decrease) in operating liabilities:
      Accounts payable                                   136,582         46,016
      Accrued expenses                                  (104,271)       (19,323)
      Area development rights deposits                   (38,000)             -
      Accrued interest                                   133,321         55,843
      Capital leases                                           -              -
      Deferred revenue                                   (58,878)       666,623
                                                    ------------   -------------
          NET CASH USED IN OPERATING ACTIVITIES         (590,638)      (611,573)
                                                    ------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                     (46,874)       (19,176)
  Cash Proceeds from sale of assets                        3,467            508
  Increase in patents, trademarks and other
    intangibles                                          (10,643)       (35,282)
                                                    ------------   -------------
          NET CASH USED IN INVESTING ACTIVITIES          (54,050)       (53,950)
                                                    ------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable to stockholders            675,000        740,000
  Principal payments on notes payable                          -              -
  Principal payments on capital lease obligations         (2,582)          (815)
  Proceeds from sale of common stock                           -              -
                                                    ------------   -------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES      672,418        739,185
                                                    ------------   -------------
          INCREASE / (DECREASE) IN CASH                   27,730         73,662
          CASH AT BEGINNING OF YEAR                      124,026         36,814
                                                    ------------   -------------
          CASH AT END OF YEAR                       $    151,756    $   110,476
                                                    ============   =============

--------------------------------------------------------------------------------
CASH PAID DURING THE YEAR FOR
  Interest                                          $      1,721   $        340
  Income taxes                                      $      1,000   $          -



                                    Continued


      See accompanying notes to condensed consolidated financial statements



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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


Supplemental  schedule of non-cash investing and financing activities during the
three months ended March 31, 2007:

None

Supplemental  schedule of non-cash investing and financing activities during the
three months ended March 31, 2006:

On January 10, 2006, the Company exchanged $750,000 recorded as area development
deposits for an unsecured convertible note payable ("the Development Loan") to a
significant stockholder ("the Significant Stockholder"). As part of the exchange
agreement  and as required  by the  agreement,  the  Company  added an amount of
$38,959 to the principal  amount of the Development  Loan which  represented the
interest  that would have been  earned on the  deposit  had it been an  interest
bearing  note when the deposit was  received by the  Company.  The Company  also
recorded a  beneficial  conversion  feature of  $362,921  which was  immediately
expensed because the convertible note payable is due on demand (see Note 4).

Effective as of February 6, 2006, the Company entered into an Exchange Agreement
with the Significant  Stockholder  (see Note 7). The Company  recorded  non-cash
interest  expense of $10,356  that was included in the  principal  amount of the
replacement notes as of February 6, 2006.

In  connection  with the  Exchange  Agreement,  the  Company  recorded a loss on
extinguishment  of  debt  of  $98,457  which  included  the  allocation  of  the
extinguishment   proceeds  between  the  beneficial   conversion  feature,   the
extinguishment of the convertible  security,  and the value of the common shares
issued to effect the  exchange.  The Company  recorded a  beneficial  conversion
feature of $306,213  related to the  replacement  notes which will be  amortized
over the life of the replacement notes.

On February 28, 2006,  the Company  issued a promissory  note to a member of the
Board of Directors who is also a significant stockholder ("the Director") in the
principal  amount of $178,452 in settlement of a promissory  note dated November
30, 2005 payable to the Director  maturing on February 28, 2006 in the principal
amount of $175,000 with $3,452 of non-cash accrued interest.  The new note bears
interest at an annual rate of 10%, and matures on December 31, 2006.



                                    Concluded


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


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

         Nature  of  operations  -  Speaking  Roses   International,   Inc.  and
         subsidiary  (collectively,  the  "Company"  or "SRII") own patented and
         other 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 the Company and
         by licensed  wholesale  flower  providers.  The Company has developed a
         retail  distribution  model and has begun to offer area  licensing  and
         limited  franchise rights in  strategically  located areas which do not
         require  regulatory  approval.   The  Company  formed  a  wholly  owned
         subsidiary,  Speaking Roses Development  Corporation  ("SRDC"),  during
         August 2005 through which to conduct its limited franchise  activities.
         SRII's condensed consolidated financial statements include the accounts
         of SRDC from the date of  inception.  The Company has also licensed the
         technology  and  equipment  to  exclusive  licensees  in  international
         markets and is beginning to offer area development and franchise rights
         internationally.

         Basis  of   presentation  -  The   accompanying   unaudited   condensed
         consolidated  financial  statements  have been  prepared on the accrual
         basis of accounting  and in accordance  with the  instructions  to Form
         10-QSB but do not include all of the  information and notes required by
         U.S. generally accepted accounting principles and should, therefore, be
         read in  conjunction  with  the  notes  hereto,  and  the  consolidated
         financial statements and notes thereto included in our annual report on
         Form 10-KSB for the year ended  December  31,  2006.  In the opinion of
         management,   all   adjustments   (consisting   of   normal   recurring
         adjustments)  necessary  for the  fair  presentation  of the  Company's
         consolidated  financial position and consolidated results of operations
         have been included.  The interim  operating results are not necessarily
         indicative of the results for a full year.

         Principles  of  consolidation  - The unaudited  condensed  consolidated
         financial statements include the accounts of the Company and its wholly
         owned  subsidiary,   SRDC.  All  material   intercompany  balances  and
         transactions have been eliminated in consolidation.

         Use of  estimates  in the  preparation  of  financial  statements - 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 the financial  statements and the reported  amounts of revenues
         and expenses during the reporting periods.  Actual results could differ
         from those  estimates.  Key  estimates  in the  accompanying  condensed
         consolidated   financial  statements  include,  among  others,  revenue
         recognition,  allowances for doubtful accounts  receivable,  impairment
         and useful lives of long-lived assets,  impairment of inventories,  and
         valuation allowances against deferred income tax assets.




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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



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

         Long-lived assets - The Company assesses 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  reviews its property and
         equipment and other  definite-lived  tangible and intangible assets for
         impairment on an annual basis or when events or circumstances  indicate
         the existence of a possible 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 net
         cash flows from the 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.
         The Company did not record any impairment  charges for the three months
         ended March 31, 2007 and 2006.

         Advertising  costs - Advertising  costs are charged to operations  when
         incurred.  Advertising  expense was $0 and $8,125 for the three  months
         ended March 31, 2007 and 2006, respectively.

         Net loss per common share - The Company applies SFAS No. 128, "Earnings
         Per Share,"  which  requires the  calculation  of basic and diluted net
         loss per common share. Basic net loss per common share ("basic EPS") is
         computed by dividing net loss available to common  stockholders  by the
         weighted average number of common shares outstanding during the period.
         Diluted  net loss per  common  share  ("diluted  EPS") is  computed  by
         dividing net loss by the sum of the  weighted-average  number of common
         shares  outstanding  and the  weighted-average  dilutive  common  share
         equivalents then  outstanding.  The computation of diluted EPS does not
         assume  exercise  or  conversion  of  securities  that  would  have  an
         anti-dilutive  effect.  The  Company  had a net  loss  for all  periods
         presented herein;  therefore, none of the stock options and convertible
         debt instruments outstanding during the periods presented, as discussed
         in Notes 7 and 9, were included in the  computation of diluted net loss
         per common share as they were anti-dilutive.

         Common share  equivalents  consist of shares issuable upon the exercise
         of  common  stock  options  and  shares  issuable  upon  conversion  of
         convertible  debt. As of March 31, 2007 and 2006,  there were 6,358,864
         and 4,857,916 outstanding common share equivalents,  respectively, that
         were not  included  in the  computation  of diluted net loss per common
         share as their effect would be anti-dilutive.

         Revenue  recognition - The Company recognizes revenue from direct sales
         of floral  products and supplies,  the sale of license  agreements  and
         related equipment,  royalties related to licensing agreements, the sale
         of area development rights, and the sale of franchises.


                                     - 10 -
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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


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

         Direct Product Sales
         Revenue from direct product sales is recognized when the following four
         revenue   criteria   (as  defined  by  the   Securities   and  Exchange
         Commission's  (SEC's) Staff Accounting Bulletin (SAB) No. 104) 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   its  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 (EITF) No. 99-19,  "Reporting  Revenue Gross
         as a Principal versus Net as an Agent," the Company  recognizes revenue
         on a gross basis for direct product  sales.  Gross sales are reduced by
         returns, charge backs and other discounts.

         The Company  also has  agreements  with some  wholesalers  in which the
         Company  does not act as the  primary  obligor  and does not assume the
         inventory risk or establish pricing for the product. In accordance with
         EITF  99-19,   revenue  from  these  wholesaler   originated  sales  is
         recognized as commission revenue when the revenue recognition  criteria
         as  defined  in  SAB  104  are  met.  Under  these  arrangements,   the
         wholesalers  initiate sales to their  customers,  are  responsible  for
         collections and have a risk of loss of inventory.  Commission  revenues
         are reduced accordingly for returns, charge backs and discounts.

         License Agreements and Related Equipment and Support
         The Company  enters into  license  agreements  in which it licenses its
         patented technology, leases or sells the equipment necessary to utilize
         the technology, and provides customer support related to the equipment.
         The  sale  of  the  licensed  technology,  together  with  the  related
         equipment and support is considered a revenue arrangement with multiple
         deliverables  under EITF Issue No. 00-21,  "Revenue  Arrangements  with
         Multiple  Deliverables."  In accordance with EITF 00-21,  fees from the
         sale of licensing  agreements  including customer support and the lease
         or  sale  of  the  related   equipment,   are  initially  deferred  and
         subsequently  recognized as revenue on a  straight-line  basis over the
         life of the agreement beginning on the commencement date of the license
         agreement.  The terms of these  non-cancelable  license  agreements are
         generally 2 to 4 years, although some terms are as long as 10 years.

         In certain  circumstances,  mainly with  international  licensees,  the
         Company  enters into  non-cancelable  license  agreements  that grant a
         license to the  technology,  provide the  equipment  and  support,  and
         provide exclusive rights to distribute imprinted floral products within
         a geographical  region.  Fees from these licensing  agreements are also
         recognized in accordance with EITF 00-21 and are recorded  initially as
         deferred  revenue and  recognized as revenue on a  straight-line  basis
         over the lives of the agreements.

         Royalty Fees
         In connection  with the license  agreements,  the Company also receives
         royalties  on  the  sales  of  all  imprinted  flowers.  Royalties  are
         recognized as earned in accordance with SAB 104 and EITF 99-19.



                                     - 11 -
<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



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

         Franchise Fees
         The Company recognizes  franchise fee revenue when earned in accordance
         with SFAS No. 45, "Accounting for Franchise Fee Revenue." Franchise fee
         revenue is recognized when all material services or conditions relating
         to the  sale  of a  franchise  have  been  substantially  performed  or
         satisfied by the Company,  which generally occurs upon the commencement
         of  franchise  operations.  The  Company's  agreements  with  the  area
         developers  generally require a portion of the franchise fee to be paid
         to the area  developer.  Any portion of the  franchise  fee paid to the
         area developer is recorded as a reduction to the franchise fee revenue.

         Sale of Area Development Rights
         Revenues  from the sale of area  development  rights are  deferred  and
         recognized  proportionately  based on the  number  of  franchises  sold
         compared  to the total  franchises  expected to be sold as set forth in
         each area developer's agreement with the Company.  Franchise royalties,
         which  are based on a  percentage  of  franchised  stores'  sales,  are
         recognized  as earned.  As of March 31,  2007,  the Company  recognized
         $8,440 from  international  franchise area development  rights, but had
         not yet recognized any revenue associated with domestic franchise fees,
         area development rights or franchise royalties.
         Sales-Type Lease Revenue
         Revenue  attributable to sales-type  leases is recognized over the term
         of the lease agreement in accordance  with SFAS No. 13,  Accounting for
         Leases, as amended.

         Accounting for stock based  compensation  - Effective  January 1, 2006,
         the Company adopted SFAS No. 123R (revised 2004), "Share-Based Payment"
         which amends SFAS 123,  Accounting  for  Stock-Based  Compensation  and
         supersedes   Accounting   Principles  Board  ("APB")  Opinion  No.  25,
         Accounting for Stock Issued to Employees.  The Company adopted SFAS No.
         123R using the modified  prospective  method. The modified  prospective
         method requires that compensation cost be recognized beginning with the
         effective  date 1) based on the  requirements  of SFAS No. 123R for all
         share-based  payments  granted after the effective date and 2) based on
         the  requirements  of SFAS No. 123 for all awards  granted to employees
         prior to the effective date of SFAS No. 123R that were not fully vested
         as of January 1, 2006.  See Note 9 for a more detailed  description  of
         the Company's adoption of SFAS No. 123R.

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

         The accompanying  condensed consolidated financial statements have been
         prepared  assuming the Company will continue as a going concern,  which
         contemplates   the  realization  of  assets  and  the  satisfaction  of
         liabilities in the normal course of business.  The Company has incurred
         cumulative net losses of $15,604,911  through March 31, 2007 and a loss
         of $684,559 for the three months ended March 31, 2007.  As of March 31,
         2007,  the Company had total cash  available  of $151,756 and a working
         capital  deficit of $1,570,824  down  1,220,788 over the same period of
         the previous year due to an aggressive debt restructuring effort.

         In  spite  of  the  restructuring  efforts,  the  above  factors  raise
         substantial  doubt that the Company will be able to continue as a going
         concern.



                                     - 12 -
<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



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

         The Company is attempting to raise additional funds through the sale of
         its equity  securities;  however,  no  assurance  can be given that the
         Company  will be able  to  obtain  such  financing  at all or on  terms
         favorable  to  the  Company.  Any  sale  of  additional  equity  or the
         conversion  of  any  convertible   debt  securities   would  result  in
         additional  dilution to the Company's  stockholders.  If the Company is
         unable to obtain  additional  funding,  it may be required to reduce or
         cease  operations.  During the three months  ended March 31, 2007,  the
         Company did not issue any of its shares of common stock for cash.

         The accompanying  condensed  consolidated  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.

(3)      Inventories
         -----------

         Total  inventories for the periods of March 31, 2007 and March 31, 2006
         consist of the following:


                                                        2007           2006
                                                    ------------   -------------

           Floral products                          $    13,544    $     12,448
           Non-floral products                           23,987          30,835
           Embossing supplies                            21,250          24,855
           Shipping materials                             7,066           5,697
                                                    ------------   -------------

             Total inventories                      $    65,847    $     73,835
                                                    ============   =============


(4)      Area lease and development right deposits
         -----------------------------------------

         As of March 31, 2007, the Company has area lease and development rights
         deposits   totaling   $60,000  which  represent  funds  collected  from
         international  area  licensees and  developers  of retail  distribution
         outlets  in  territories  that  are  both  determined  and  yet  to  be
         determined.  Area  leasees  and  developers  have a right to  receive a
         refund of their deposits, plus interest, if the Company does not timely
         provide them with forms of area development agreements.

         During the year ended December 31, 2006, the Company entered into seven
         agreements  for the  sale  of  area  development  rights  and  received
         deposits totaling  $397,533.  These deposits  represent funds collected
         from  potential  area  developers  of retail  distribution  outlets  in
         territories  that are both  determined and yet to be determined.  Three
         contracts  totaling  $167,985  resulted in signed  contracts  and three
         contracts totaling $191,548 were canceled or refunded. One contract for
         $38,000 was unresolved at year-end,  and in the first quarter 2007, the
         contract was canceled and the funds returned.

         Area  developers  have a right to  receive a refund of their  deposits,
         plus  interest,  if the Company does not timely provide them with forms
         of area  development  agreements.  One  agreement  for $100,000  with a
         potential area developer expired on December 23, 2005, but the



                                     - 13 -
<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


(4)      Area lease and development right deposits
         -----------------------------------------

         potential  area  developer and the Company agreed to extend the term of
         the agreement  until June 23, 2006.  The Company was not able to refund
         the money when the extension  ended.  The refund was  converted  into a
         Note Payable with  interest  accruing at 10% simple  interest per annum
         and is still outstanding at March 31, 2007.

(5)      Deferred revenue
         ----------------

         As of March 31,  2007,  the  Company has  deferred  revenue of $529,048
         which  consists of $321,335 of deferred  revenue  associated  with area
         development  rights,  $149,213  associated  with  franchise  fees,  and
         $58,500 associated with international licensing agreements.

         The Company has entered into non-cancelable  licensing  agreements with
         international  wholesalers  and  other  entities  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 lives of the contracts using the
         straight-line  method.  Some of these  contacts  have included up front
         payments for equipment.

         For the three months ended March 31, 2007, the Company  recognized $382
         of revenue from  international  franchise area development  rights, but
         has not yet  recognized  any  revenue  associated  with  domestic  area
         development rights, franchise fees, or franchise royalties. The Company
         recognized  $139,763 and $56,716 of  international  license fee revenue
         for the three months ended March 31, 2007 and 2006, respectively.







            (The remainder of this page is intentionally left blank)



                                     - 14 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



(6)      Notes payable to stockholders
         -----------------------------

Unsecured note payable to a member of the Board of Directors and
a stockholder with simple interest at 8%, and maturing August 5,
2005. This note was subsequently extended until September 5, 2005
and is currently in default                                         $   250,000

Unsecured notes payable to the Chairman of the Board of Directors
who is also a significant stockholder with simple interest at 8%,
due upon demand                                                         195,526

Unsecured notes payable to a member of the Board of Directors who
is also a significant stockholder with simple interest at 10%,
due on demand                                                           162,000

Unsecured note payable to a member of the Board of Directors with
simple interest at 10%, due on demand                                    30,000


Note payable to a corporation controlled by a member of the Board
of Directors who is also a significant stockholder with interest
at prime plus 2% (10.25% at March 31,2007), adjusted quarterly,
secured by patents Twelve monthly payments are due beginning on
January 1, 2008 with any final amounts due on January 1, 2009           181,000

Unsecured note payable to former employee and non-stockholder for
purchase of store. Note bears simple interest of 12% and is due
on May 9, 2007                                                           13,484
                                                                    -----------

Total                                                                   832,010
Less Current Portion                                                    651,010
                                                                    -----------
Long-Term Portion                                                   $   181,000
                                                                    ===========

Maturities of related party non-convertible notes payable for
each of the five years subsequent to December 31, 2006 are as
follows:

        2007                                                        $   651,010
        2008                                                            181,000
                                                                    -----------
        Total                                                       $   832,010
                                                                    ===========




            (The remainder of this page is intentionally left blank)


                                     - 15 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



(7)      Convertible notes payable to stockholder
         ----------------------------------------

         As of March 31, 2006,  convertible notes payable to stockholder consist
         of the following:

Note payable to a significant stockholder with interest at 12%
maturing January 10, 2010, convertible into shares of common
stock at $0.30 per share, secured by corporate patents and
trademarks.                                                         $   870,000

Note payable to the same significant stockholder with interest at
12%, maturing January 10, 2010, convertible into shares of common
stock at $0.30 per share and secured by the Company's patents and
trademarks. A beneficial conversion feature of $129,319 was
recorded. As of March 31, 2007, the remaining debt discount was
$113,438.                                                               281,538

Note payable to a stockholder with simple interest at 12%,
maturing January 10, 2010, convertible into shares of common
stock at $0.30 per share, secured by the Company's patents and
trademarks. A beneficial conversion feature of $129,319 was
recorded. As of March 31, 2007, the remaining debt discount was
$113,438.                                                               281,538

Note payable to a member of the Board of Directors who is also a
significant stockholder, with interest at prime plus 2% (10.25%
at March 31, 2007), due in monthly installments commencing
January 1, 2008 and maturing January 10, 2012, convertible into
shares of common stock at $0.50 per share, secured by patents and
trademarks.                                                           2,058,540

Line of credit payable to a Corporation controlled by a member of
the Board of Directors who is also a significant stockholder,
with interest at 10.25%, maturing January 1, 2008 convertible
into shares of common stock at $0.50 per share, secured by
patents and trademarks.                                               1,000,000

                                                                    -----------
Total                                                                 4,491,616
Less debt discount                                                     (247,294)
                                                                    -----------
Net Total                                                           $ 4,244,322
                                                                    ===========

Maturities of related party convertible notes payable for each of the five years
subsequest to December 31, 2006 are as follows:

     2007          $          -
     2008               839,635
     2009               514,635
     2010             1,947,711
     2011               514,635
                   ------------
     Total         $  3,816,616
                   ============

(8)      Stockholders equity
         -------------------

         During the three  months  ended March 31,  2007,  the Company  issued a
         total of  196,428  shares in  consideration  for  media  and  marketing
         services  to  be  provided   during  the  second  quarter  2007.   This
         transaction was reported in an 8-K filing on March 1, 2007.




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



 (9)     Stock-based compensation
         ------------------------

         Prior to January 1, 2006,  as  permitted  under  Statement of Financial
         Accounting  Standards  ("SFAS") No. 123, the Company  accounted for its
         stock option plans following the recognition and measurement principles
         of Accounting  Principles  Board ("APB") No. 25,  Accounting  for Stock
         Issued to  Employees,  and  related  interpretations.  Accordingly,  no
         stock-based  compensation  expense had been  reflected in the Company's
         statements of operations as all options  granted had an exercise  price
         equal to or greater  than the  market  value of the  underlying  common
         stock on the date of grant and the related number of shares granted was
         fixed at that point in time.

         The Company  adopted  SFAS No.  123R  effective  January 1, 2006.  This
         pronouncement  requires  companies  to  measure  the  cost of  employee
         services  received  in  exchange  for an  award of  equity  instruments
         (typically  stock options)  based on the  grant-date  fair value of the
         award.  The fair value is estimated using  option-pricing  models.  The
         resulting  cost is recognized  over the period during which an employee
         is required to provide  service in exchange for the award,  usually the
         vesting  period.  The  Company  adopted  SFAS 123R  using the  modified
         prospective transition method, which is explained below.

         SFAS  123R is  effective  for all  stock  options  the  Company  grants
         beginning  January 1, 2006. For those stock option awards granted prior
         to January 1, 2006,  but for which the vesting  period is not complete,
         the Company used the modified  prospective  transition method permitted
         by SFAS 123R.  Under this method,  the Company accounts for such awards
         on a prospective  basis, with expense being recognized in its statement
         of  operations  beginning  in the  first  quarter  of  2006  using  the
         grant-date  fair  values  previously   calculated  for  its  pro  forma
         disclosures.  The Company will recognize the related  compensation cost
         not  previously  recognized  in the  pro  forma  disclosures  over  the
         remaining vesting period. The Company's stock options typically vest in
         equal annual  installments  over a service  period.  Expense related to
         each portion of an option grant is recognized over the specific vesting
         period for those stock options.

         The fair value of stock options is determined at the grant date using a
         Black-Scholes  option pricing model, which requires the Company to make
         several  assumptions.  The  risk-free  interest  rate is  based on U.S.
         Treasury  interest  rates.  The dividend yield on the Company's  common
         stock is assumed to be zero since the  Company  does not pay  dividends
         and has no  current  plans to do so in the  future.  The  market  price
         volatility  of the  Company's  common stock is based on the  historical
         volatility  of the stock.  The expected life of the options is based on
         the  Company's  historical  experience  of stock  option  exercise  and
         employee  termination  within the valuation  model;  separate groups of
         employees that have similar historical exercise behavior are considered
         separately  for  valuation  purposes.  The Company also  estimates  the
         expected rate of stock option  forfeitures  separately for officers and
         directors  and for  employees  based on the  historical  experience  of
         options forfeiture in each class of employee and the difference between
         the Company's stock price as of March 31, 2006 and the weighted average
         exercise price of outstanding options as of that date.



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



(9)      Stock-based compensation (continued)
         ------------------------------------

         The table  below  summarizes  stock  option  activity  pursuant  to the
         Company's  2004 Speaking  Roses Equity  Incentive Plan (the "Plan") for
         the three months ended March 31, 2007. Under the Plan, 5,000,000 shares
         of the  Company's  Common Stock are  available  for  issuance.  Options
         outstanding and exercisable  were granted at a stock option price which
         was not less than the fair market value of the  Company's  Common Stock
         on the date the option was  granted  and no option has a term in excess
         of ten years.  Additionally,  options  vested  and  became  exercisable
         either on the date of grant or commencing  either six or 12 months from
         the option grant date.



                                                                Weighted Average
                                             Weighted Average   Contractual Life
                              Options          Exercise Price      In Years
                            -------------  -------------------  ----------------
Outstanding, December 31,
2006                           1,510,000                 0.86

       Granted                         -
       Exercised                       -
       Canceled                        -
                            -------------

Outstanding, March 31,
2007                           1,510,000                 0.86              8.68

Exercisable, March 31,
2007                             397,500                 1.62              7.66

         *   The  intrinsic  value of a stock  option is the amount by which the
             market value of the underlying  stock exceeds the exercise price of
             the option.  The market value of the Company's  stock was $0.24 per
             share as of March 31, 2007.

         No stock options were granted in the first quarter 2007. Therefore,  no
         weighted average was calculated.



                                     - 18 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



(9)      Stock-based compensation (continued)
         ------------------------------------

         The following  tables  summarize  the range of exercise  prices and the
         weighted average remaining  contractual life of the options outstanding
         and the range of  exercise  prices for the  options  exercisable  as of
         March 31, 2007:

<TABLE>
<CAPTION>

                    Options Outstanding                                 Options Exercisable
              -----------------------------------------------   --------------------------------------------
 Range of                        Remaining                                                      Remaining
 Exercise        Options        Contractual        Exercise       Options         Exercise     Contractual
  Prices       Outstanding      Life (Years)         Price      Exercisable        Price       Life (Years)
-----------   ---------------   -------------   -------------   ------------   ------------    -------------
<S>   <C>      <C>                      <C>     <C>             <C>            <C>                     <C>
$     0.18            75,000            9.73    $       0.18              -    $
      0.19           400,000            9.48            0.19              -
      0.70           515,000            8.91            0.70              -
      1.50            50,000            8.35            1.50         12,500           1.50             8.35
      1.60           300,000            7.65            1.60        300,000           1.60             7.65
      1.70           170,000            7.56            1.70         85,000           1.70             7.56
              ---------------                                   ------------

                   1,510,000                                        397,500
              ===============                                   ============

Weighted Average                        8.68            0.86                          1.62             7.66

</TABLE>
         SFAS  123R  requires  the  benefits  of tax  deductions  in  excess  of
         recognized compensation expense to be reported as financing cash flows,
         rather than as an  operating  cash flow as  prescribed  under the prior
         accounting rules. This requirement reduces net operating cash flows and
         increases net financing  cash flows in periods  after  adoption.  Total
         cash flow remains  unchanged  from what would have been reported  under
         prior accounting rules.

         Prior to the  adoption  of SFAS No.  123R,  the  Company  followed  the
         intrinsic value method in accordance with APB No. 25 to account for its
         employee  stock  options.  Accordingly,  no  compensation  expense  was
         recognized  for employee stock options  granted in connection  with the
         issuance of stock  options  under the Plan for  periods  ended prior to
         January 1, 2006. The adoption of SFAS No. 123R primarily  resulted in a
         change  in the  Company's  method  of  recognizing  the  fair  value of
         share-based compensation.  Specifically,  the adoption of SFAS No. 123R
         will result in the recording of compensation expense for employee stock
         option rights.



                                     - 19 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



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

         For the three  months  ended March 31, 2007 and 2006,  the Company paid
         management and consulting fees and other expenses totaling $147,058 and
         $70,835, respectively, to companies controlled by affiliates of certain
         principal stockholders of the Company.

         Debt Arrangements.  As of March 31, 2007, the Company has a demand note
         payable to Mr. Bob Warfield,  who is a member of the Company's Board of
         Directors,  with a principal amount of $250,000.  The note bears simple
         interest at an annual rate of 8%. (See Note 6 for further details.)

         As of March 31,  2007,  the  Company  has demand  notes  payable to Mr.
         Blaine Harris, who is the Company's Chairman of the Board of Directors,
         with  principal  amounts  totaling  $195,526.  The  notes  bear  simple
         interest at an annual rate of 8%. (See Note 6 for further details.)

         As of March 31, 2007,  the Company has notes  payable to Mr.  Roland N.
         Walker,  who is a member  of the  Company's  Board of  Directors,  with
         principal amounts totaling $918,452.  The notes bear simple interest at
         annual rates ranging from 8 - 10%. (See Note 6 for further details.)

         As of March 31, 2007, the Company has convertible  notes payable to Mr.
         Steven F.  Hanson  ("Hanson"),  who owns more than 5% of the  Company's
         common  stock  and  meets  the  definition  of a  related  party,  with
         principal amounts totaling  $1,151,538.  The notes bear simple interest
         at an annual  rate of 12%.  The  holder of the  notes may  convert  any
         portion  of the  principal  and  accrued  interest  for  shares  of the
         Company's  common  stock  at  $0.30  per  share  at any  time  prior to
         acceptance for payment. (See Note 7 for further details.)

(11)     Subsequent events
         -----------------

         Lines of  Credit.  On April  11,  2007,  the  Company  renegotiated  an
         extension to the credit limit on an existing line of credit  granted by
         Roland  N.   Walker,   a  director  of  the  Company  and   significant
         shareholder.  The  extension  increased  the amount of the draw from $1
         million to $1.5 million.

         Activities of the Board of Directors.  On June 6, 2007 Roland N. Walker
         resigned his seat on the board and his office of chairman.

         Independent  Auditors.  On June 20,  2007  Tanner LLC  resigned  as our
         independent outside auditors.

                                     - 20 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


Item 2.  Management's Discussion and Analysis or Plan of Operations

This Management's  Discussion and Analysis or Plan of Operations ("MD&A") should
be read  in  conjunction  with  our  interim  condensed  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 May 17, 2007. 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 dollars.

Overview

We own  patented and other  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 us  and by
licensed  wholesale  flower  providers.  We have  recently  developed  a  retail
distribution model and have begun to offer area development and franchise rights
for sale in those  jurisdictions  which do not require regulatory  approval.  We
have also  licensed the  technology  and  equipment  to  exclusive  licensees in
international  markets  and we are  beginning  to  offer  area  development  and
franchise rights for sale internationally.

Set forth below are comparisons of our financial  statement  information for the
three month periods ended March 31, 2007 and March 31, 2006. Interim results are
not  necessarily  indicative  of results for future  quarters or the full fiscal
year.

Results of Operations

Sales
-----

Sales for the three months ended March 31, 2007 were $563,000  compared to sales
of $461,000 for the three months ended March 31, 2006.  Product  (flower)  sales
were  $415,000  for the three  months  ended March 31, 2007 and $370,000 for the
comparable period in 2006.  License fees and other revenue were $140,000 for the
three months ended March 31, 2007 and $75,000 for the comparable period in 2006.
Royalties  were $8,000 for the three months ended March 31, 2007 and $16,000 for
the three months ended March 31, 2006. The increase of $45,000 in product sales,
the increase of $65,000 in license fees and other  revenue,  and the decrease of
$8,000 in royalties are all attributable to our increasing emphasis on strategic
licensing  coupled with an effort to grow our product  sales even though we have
allocated significantly fewer resources toward that effort.

During  the  three  months  ended  March  31,  2007,  we  entered  into only one
international   license  agreement.   The  decrease  in  licensing  revenue  was
attributable to refocusing on domestic rather than foreign markets.

Cost of goods sold
------------------

Cost of goods  sold for the  three  months  ended  March 31,  2007 was  $352,000
compared to $354,000 for the three  months  ended March 31, 2006.  Cost of goods
sold  consisted  primarily  of  purchases  of roses and the  labor and  supplies



                                     - 21 -
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



necessary  to  emboss  and ship  them.  The  ratio  of cost of  goods  sold as a
percentage  of product  sales  improved  slightly  between  the two  comparative
periods,  but the ratio is still much  higher  than our  targets due to the fact
that we have invested in production  capability  anticipating higher sales which
have not materialized as projected.

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

General and  administrative  expenses  were  $359,000 for the three months ended
March 31, 2007 and  $715,000  for the three  months  ended March 31,  2006.  The
decrease in general and  administrative  expenses when comparing the two periods
totals  $356,000.  This  reduction  represents  an  aggressive  campaign  to cut
expenses that began in the 4th Quarter 2006.  Further reductions are anticipated
throughout the remainder of 2007.

Sales and marketing
-------------------

Sales and marketing  expenses were $232,000 for the three months ended March 31,
2007 and $242,000  for the three  months  ended March 31, 2006.  The decrease of
$10,000  is again  due to a  reduction  in our sales  and  marketing  personnel.
Despite this  reduction in staff,  we have been able to increase our revenues by
13% over last  year's  results  by  focusing  on our  redefined  core  retailing
strategy.

Research and development
------------------------

Research and development expenses were $147,000 for the three months ended March
31, 2007 and $37,000 for the three months ended March 31, 2006.  The increase in
research and  development  expenses for the two  comparative  periods is due our
focus on a retail strategy that began in July of 2006

Other income (expense)
----------------------

Other  expense  for the three  months  ended  March 31,  2007 was  $155,000  and
$597,000  for the three  months  ended  March 31,  2006.  The  decrease in other
expense  for the two  comparative  periods  of  $487,000  relates  to the  costs
associated with a debt restructuring that was initiated in the 1st quarter 2006.
No such costs were incurred in the 1st quarter 2007.



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



Net loss
--------

Our net loss for the three  months ended March 31, 2007 and 2006 was $685,000 or
$.02 per common share and $1,484,000 or $.05 per common share, respectively. The
results of operations  between the two periods  differ greatly and again largely
due to a focused  effort to reduce  expenses  while  refocusing  our  efforts on
driving our core retailing strategy.

Liquidity and Capital Resources

Cash
----

We had cash of $151,756 invested in demand deposits as of March 31, 2006 to fund
operations and capital expenditures.  Therefore we still will require additional
financing.  If we  acquire  that  funding  through  the  issuance  of  equity or
convertible  securities,  our shareholders may experience  dilution in the value
per share of their equity securities.  We can give no assurances that we will be
able to obtain  additional  financing at all or on terms that are  acceptable to
us.

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

Cash flows used in operating  activities  were $(591,000) and $(612,000) for the
three months ended March 31, 2007 and 2006, respectively.  Because our operating
cash flows are currently insufficient to fund our operations,  we have relied on
funding from our directors and stockholders, as described below.

Capital expenditures
--------------------

Capital  expenditures totaled $54,000 for the three months ended March 31, 2007,
equal to the $54,000 for the three  months  ended March 31,  2006.  Expenditures
during the first three months of 2007 were  primarily  for  computer  equipment,
software, telephone systems, and patent and trademark application maintenance.

Financing
---------

As of the date of this Form 10-QSB, we have been unable to obtain financing from
external sources under terms which we deem to be reasonably acceptable,  and the
revenues  generated from our operations are  insufficient for our current needs.
Consequently,  certain of our directors and shareholders  have extended debt and
convertible  debt financing to us as described in Notes 6 and 7 to our condensed
consolidated financial statements. During the three months ended March 31, 2007,
we  received  an  additional  $670,000  in loans  from a member  of the Board of
Directors who is also a significant  stockholder which materially  increased the
amount of our total debt.

The total amount of notes payable and convertible  notes payable as described in
this Form 10-QSB has significantly increased our debt and will likely negatively
affect our ability to raise additional funds.  While we are attempting to obtain
additional  commitments from our directors and certain  shareholders to continue
to fund our operations beyond those  commitments  described herein, no assurance
can be given nor relied upon that we will be able to obtain such  commitments on
terms  and  conditions  reasonably  acceptable  to us or that we will be able to
continue  to operate as a going  concern.  Our  expenses  continue to exceed our
revenues by a significant  margin though we are taking  significant  measures to


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



correct  that  outcome.  Accordingly,  until such time as we are able to operate
profitably,  we can  give no  assurance  that we  have or will  have  sufficient
capital  resources  or  liquidity  to  satisfy  working  capital  and  operating
requirements.

We have not achieved  quarterly or annual  profits as either SRII or as Speaking
Roses,  LLC. Our ability to continue as a going  concern is  dependent  upon our
ability to generate  future profits and to generate  sufficient  capital to meet
our obligations on a timely basis. During the three months ended March 31, 2007,
we incurred a net loss of $685,000 and cash flows used in  operating  activities
were $591,000.

Estimated  capital  expenditures for the nine months beginning April 1, 2007 are
approximately  $120,000.  We  believe we will be able to plan and  minimize  our
capital  and  operating  spending  in the  future by  varying  the extent of our
licensing activities,  hiring practices,  geographical expansion,  and marketing
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 execute 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 business strategy;

         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.

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 debt and equity  capital
needs  will  not  exceed  the  anticipated  amounts  that are  available  to us,
including from our  affiliates,  directors,  and  stockholders,  and new outside
parties.

The unaudited condensed  consolidated  financial statements included herein have
been prepared assuming we will continue as a going concern,  which  contemplates
the  realization  of assets and the  satisfaction  of  liabilities in the normal
course of business.  We have incurred  cumulative net losses of $15,605,000  and
net losses of $685,000 and  $1,484,000 for the three months ended March 31, 2007
and 2006, respectively.

The above factors raise  substantial doubt that we will be able to continue as a
going  concern  unless  we are  able to  generate  sufficient  cash  flows  from
operating  activities  to meet  our  obligations  as  they  come  due or  obtain
additional debt or equity financing.

The unaudited  condensed  consolidated  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.


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY




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   "may,"   "will,"   "expects,"   "plans,"
"anticipates,"  "believes," "intends," "estimates,"  "projects," "potential," or
"continue" and similar types of expressions  identify such statements,  although
not  all   forward-looking   statements   contain   these   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 and retail 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 and retail operations;

         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.  Readers and potential
investors should  carefully  review the risk factors  described in this document
and in other  documents that Speaking Roses  International,  Inc. and subsidiary
files from time to time with the Securities and Exchange Commission,  including,
but not limited to, our annual report on Form 10-KSB for the year ended December
31, 2006.


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


Item 3. Controls and Procedures

In accordance with the rules  promulgated under the 1934 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 1934 Act) as of the end of the fiscal  quarter  ended  March 31,  2007 ("the
Evaluation Date").  Based upon our evaluation of these disclosure  controls,  at
the Evaluation  date, we concluded  that our disclosure  controls and procedures
are not  effective  to ensure that  information  required to be disclosed in the
reports that we file under the 1934 Act is recorded,  processed,  summarized and
reported within the time periods  specified by the SEC's rules and  regulations.
Based  on this  evaluation,  we  concluded  that  our  disclosure  controls  and
procedures  are not  effective  due to: 1)  adjustments  required to correct the
accounting  for certain  debt and equity  transactions  which was also noted and
previously  disclosed  in our annual  report on Form 10-KSB as of  December  31,
2006;  2) failure to timely file  certain  Current  Reports on Form 8-K;  and 3)
failure to timely file certain Form 3, Initial Statement of Beneficial Ownership
of Securities; Form 4, Statement of Changes in Beneficial Ownership; and Form 5,
Annual  Statement of Changes in Beneficial  Ownership.  We are in the process of
improving our internal control and related disclosures in an effort to remediate
these deficiencies  through improved  supervision and training of our accounting
staff.  These deficiencies have been disclosed to our audit committee and to our
independent  registered public  accounting firm.  Additional effort is needed to
fully remedy these deficiencies and we are continuing our efforts to improve and
strengthen  our  control  processes  and  procedures.   Our  management,   audit
committee,  and directors will continue to work with our independent  registered
public  accounting  firm and other outside  advisors to ensure that our controls
and procedures are adequate and effective.

During the first fiscal  quarter ended March 31, 2007,  changes were made to our
inventory  tracking  procedures,  our  sales  reporting  procedures,  and to the
implementation  and use of our new accounting  software that we anticipate  will
materially improve, or are reasonably likely to materially improve, 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 and fraud may occur and still not be detected.


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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY


PART II  OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

On February 23, 2007, Speaking Roses International, Inc. (the "Company") entered
into a Advertising  Order  pursuant to which Pacific Media Group,  Inc.  ("PMG")
will develop an ongoing national  advertising campaign and marketing strategy on
behalf of the Company. In partial  consideration for the services to be provided
to the Company by PMG, the Company  issued to the  principals  of PMG 196,428 of
its common  shares at an agreed upon price per share of $0.28.  The  issuance of
the common  shares  described  above was made  pursuant  to Section  4(2) of the
Securities  Act of 1933,  as amended and  Regulation D  promulgated  thereunder,
based in part on the representations made by the holders thereof.

Item 3.   Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

None





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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY




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 Internations, Inc. (1)

     3.1         Articles of Incorporation of speakingRoses International, Inc.
                 (1)

     3.2         Bylaws of Speaking Roses International, Inc. as amended on
                 October 19, 2005 (2)

    10.1         Contribution Agreement between Speaking Roses, LLC and
                 Millennium electonics, Inc. (3)

     14          Code of Ethics (4)

     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
March 29, 2006.
(3) Incorporated by reference from our current report on Form 8-K filed
February 5, 2004.
(4) Incorporated by reference from our annual report on Form 10-KSB filed
April 13, 2004.

* Compensatory plan, contract or arrangement




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                SPEAKING ROSES INTERNATIONAL, INC. AND SUBSIDIARY



(B) REPORTS ON FORM 8-K

The following reports on Form 8-K were filed during the three months ended March
31, 2007:

      Report Filing Date                       Items Reported
      ------------------                       --------------
(a)   Current Report on Form 8-K         Departure of Directors or Principal
      filed February 23, 2007            Officers Regulation FD Disclosure

(b)   Current Report on Form 8-K         Unregistered Sale of Securities
      filed March 1, 2007

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/ Alan K. Farrell
          Alan K. Farrell
          President and Chief Executive Officer
Date:     June 25, 2007

By:       /s/ David R. Nichols
          David R. Nichols
          Chief Financial Officer
Date:     June 25, 2007




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