U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                     FORM 10-QSB


            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                      For the quarter ended September 30, 2003

                                         OR

            [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                           Commission file number 0-22515


                            MILLENNIUM ELECTRONICS, INC.
             (Name of Small Business Issuer as specified in its charter)

               Nevada                                       33-0750730
   (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization                        identification No.)



                   35 North 100 East, Heber City, UT 84032
                   (Address of principal executive offices)

       Registrant's telephone no., including area code: (435) 654-3774


                                     N/A
       Former name, former address, and former fiscal year, if changed
                              since last report.


  Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                          $.001 Par Value Common Stock


Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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. (1) Yes
[X] No [ ] (2) Yes [X] No [ ].

Common Stock  outstanding  at November 11, 2003 - 5,876,131  shares of $.001 par
value Common Stock.

                  DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>



                                      22

                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                         MILLENNIUM ELECTRONICS, INC.


                   For the Quarter ended September 30, 2003


      The   following   financial   statements   and  schedules  of  the
      registrant are submitted herewith:


                        PART I - FINANCIAL INFORMATION
                                                                         Page of
                                                                     Form 10-QSB
                                                                     -----------
Item 1. Financial Statements:

            Condensed Balance Sheets                                           3

            Condensed Statements of Operations                                 4

            Condensed Statements of Cash Flows                                 5

            Notes to Condensed Financial Statements                        6 - 9

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             10

Item 3. Controls and Procedures, Evaluation of Disclosure Controls and
        Procedures                                                            23


                          PART II - OTHER INFORMATION

                                                                            Page
                                                                            ----
Item 1. Legal Proceedings                                                     24
Item 2. Changes in the Rights of the Company's Security Holders               24
Item 3. Defaults by the Company on its Senior Securities                      24
Item 4. Submission of Matters to Vote of Security Holders                     24
Item 5. Other Information                                                     24
Item 6(a). Exhibits                                                           24
Item 6(b). Reports on Form 8-K                                                24

                                        2

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                         CONDENSED BALANCE SHEET
                                                  September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

                                    ASSETS

Current assets
 Cash and cash equivalents                                          $       160
                                                                    ------------
                    Total current assets                            $       160
                                                                    ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
 Accrued preferred dividend                                         $    67,500
 Accounts payable                                                         9,332
 Accounts payable - related party                                         4,800
                                                                    ------------
        Total current liabilities                                        81,632
                                                                    ------------
Shareholders' deficit
 Cumulative convertible preferred stock, Series B, $1 stated value
        50,000 shares authorized
        30,500 shares (unaudited) issued and outstanding                 30,500
 Cumulative convertible preferred stock, Series C, $2 stated value
        100,000 shares authorized
        100,000 shares (unaudited) issued and outstanding               180,000
 Common stock, $0.001 par value
        25,000,000 shares authorized
        5,876,131 shares (unaudited) issued and outstanding               5,876
 Additional paid-in capital                                           6,930,571
 Treasury stock, at cost, 9,750 shares (unaudited)                      (50,000)
 Accumulated deficit                                                 (7,178,419)
                                                                    ------------

              Total shareholders' deficit                               (81,472)
                                                                    ------------
                    Total liabilities and shareholders' deficit     $       160
                                                                    ============

  The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                              CONDENSED STATEMENTS OF OPERATIONS
 For the Three and Nine Months Ended September 30, 2003 and 2002 (unaudited) and
           for the Period from January 1, 2003 to September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

                                                                       For the
                                                                       Period
                                                                        from
                                                                      January 1,
                      For the Three Months    For the Nine Months      2002 to
                       Ended September 30,     Ended September 30,    September
                        2003        2002        2003        2002      30, 2003
                     ----------- ----------- ----------- ----------- -----------
Selling, general,
   and administrative
   expenses          $    5,927  $   15,044  $   15,674  $   34,811  $   88,585
                     ----------- ----------- ----------- ----------- -----------

Loss from operations     (5,927)    (15,044)    (15,674)    (34,811)    (88,585)

Other income

   Interest income            -           -           -           -          14
                     ----------- ----------- ----------- ----------- -----------

Net loss                 (5,927)    (15,044)    (15,674)    (34,811)    (88,571)


Preferred dividends           -           -     (67,500)          -     (67,500)
                     ----------- ----------- ----------- ----------- -----------
Loss applicable to
   common share-
   holders           $   (5,927) $  (15,044) $  (83,174) $  (34,811) $ (156,071)
                     =========== =========== =========== =========== ===========
Basic and diluted
   Loss per share    $        -  $        -  $        -  $    (0.01) $    (0.02)
                     =========== =========== =========== =========== ===========
Basic and diluted
   Weighted-average
     common shares
     used to compute
     loss per share   5,876,131   5,376,131   5,876,131   5,376,131   5,590,865
                     =========== =========== =========== =========== ===========


  The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                              CONDENSED STATEMENTS OF CASH FLOWS
           For the Nine Months Ended September 30, 2003 and 2002 (unaudited) and
           for the Period from January 1, 2002 to September 30, 2003 (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        For the
                                                                      Period from
                                           For the Nine Months Ended  January 1,
                                                 September 30,          2002 to
                                           -------------------------  September 30,
                                               2003         2002          2003
                                           ------------- ----------- --------------
Cash flows from operating activities
<S>                                          <C>          <C>           <C>
    Net loss                                 $(15,674)    $(34,811)     $(88,571)
    Adjustments to reconcile net loss to
      net cash used in operating activities
        Increase (decrease) in

           Accounts payable                    (2,484)           -         9,332
           Accounts payable - related
             party                              3,600            -         4,800
                                           ------------- ----------- --------------

Net cash used in operating
activities and
    net decrease in cash and cash
    equivalents                               (14,558)     (34,811)      (74,439)

Cash and cash equivalents, beginning
    of period                                  14,718       74,599        74,599
                                           ------------- ----------- --------------
Cash and cash equivalents, end of
    period                                   $    160     $ 39,788     $     160
                                           ============= =========== ==============
</TABLE>




  The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

      Millennium Electronics,  Inc. (the "Company") was incorporated in Nevada
      on  February  13,  1997 with the  intent to be a  holding  company.  The
      Company   manufactured   and  sold   personal   computer   systems   and
      semiconductor  memory  products  through  its wholly  owned  subsidiary,
      Millennium  Memory,  Inc. ("MMI"), a California  corporation.  In August
      2001,  MMI filed for  liquidation  under  Chapter 7 of the United States
      Bankruptcy  Code  and  was  liquidated.  The  Company  is  currently  an
      inactive  public shell without  operations  and is seeking to merge with
      an operating company.

NOTE 2 - GOING CONCERN

      The  Company  does not  have  any  operating  business  and has  limited
      resources.  Cash on hand may not be  sufficient to satisfy the Company's
      cash  requirements  during the next 12  months.  The  Company  will seek
      additional  financing  in  order  to  implement  its  business  plan  or
      consummate  a merger.  The Company does not have any  assurance  that it
      will be able to raise the  required  capital.  As such,  the Company may
      not be able to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Development Stage Enterprise
      Since  January 1, 2002,  the  Company  has  become a  development  stage
      company  as defined  in  Statement  of  Financial  Accounting  Standards
      ("SFAS")  No.  7,   "Accounting  and  Reporting  by  Development   Stage
      Enterprises."  The  Company is devoting  all of its  present  efforts to
      its  formation  and to  fundraising.  The losses of $88,571  accumulated
      since  January  1, 2002 have been  considered  as part of the  Company's
      development stage activities.

      Basis of Presentation
      The accompanying  financial  statements have been prepared in conformity
      with accounting  principles  generally  accepted in the United States of
      America for interim  financial  information and with the instructions to
      Form 10-QSB and Regulation S-B. Accordingly,  they do not include all of
      the  information  and  footnotes   required  by  accounting   principles
      generally  accepted  in  the  United  States  of  America  for  complete
      financial  statements.  In  the  opinion  of  management,   all  normal,
      recurring adjustments  considered necessary for a fair presentation have
      been included.  The financial  statements  should be read in conjunction
      with the audited financial  statements and notes thereto included in the
      Company's  Annual Report on Form 10-KSB for the year ended  December 31,
      2002.  The results of  operations  for the nine months  ended  September
      30,  2003 are not  necessarily  indicative  of the  results  that may be
      expected for the year ended December 31, 2003.

                                       6

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Comprehensive Income
      The Company  utilizes SFAS No. 130,  "Reporting  Comprehensive  Income."
      This statement establishes standards for reporting  comprehensive income
      and its  components in a financial  statement.  Comprehensive  income as
      defined  includes  all  changes in equity (net  assets)  during a period
      from   non-owner   sources.   Examples   of  items  to  be  included  in
      comprehensive  income,  which  are  excluded  from net  income,  include
      foreign  currency  translation  adjustments  and  unrealized  gains  and
      losses on  available-for-sale  securities.  Comprehensive  income is not
      presented in the Company's  financial  statements  since the Company did
      not have any of the items of comprehensive income that were material.

      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.

      Fair Value of Financial Instruments
      The Company's  financial  instruments include cash and cash equivalents.
      The book value of all other financial  instruments are representative of
      their fair values.

      Treasury Stock
      The Company  accounts  for its  treasury  stock  under the cost  method,
      whereby  purchases  of  treasury  stock are  recorded at the cost to the
      Company.

      Income Taxes
      Deferred taxes are provided on a liability method,  whereby deferred tax
      assets  are  recognized  for  deductible  temporary   differences,   and
      deferred  tax   liabilities   are  recognized   for  taxable   temporary
      differences.  Temporary  differences  are the  differences  between  the
      reported  amounts  of  assets  and  liabilities  and  their  tax  bases.
      Deferred tax assets are reduced by a valuation  allowance  when,  in the
      opinion of  management,  it is more likely than not that some portion of
      all of the  deferred  tax  assets  will not be  realized.  Deferred  tax
      assets and  liabilities  are  adjusted for the effects of changes in tax
      laws and rates on the date of enactment.

      Estimates
      The  preparation  of financial  statements  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
      revenue and expenses during the reporting  period.  Actual results could
      differ from those estimates.

                                       7

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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 high  quality
      financial institutions.


NOTE 4 - SHAREHOLDERS' EQUITY

      Preferred Stock, Series B
      In May 2000,  the Company  issued Series B convertible  preferred  stock
      with a  stated  value  of $1 in a  private  offering  to  its  officers,
      directors,  and others at $1 per share.  At September  30,  2003,  there
      were   50,000   shares   authorized   and  30,500   shares   issued  and
      outstanding.  The  holders of the Series B  preferred  stock do not have
      any voting  rights.  Each share of the  preferred  stock is  convertible
      into 200 shares of common  stock.  The Company is required to reserve an
      equal amount of authorized  but unissued  common stock at all times.  No
      dividends are payable on Series B preferred stock.

      Preferred Stock, Series C
      In  April  2001,  the  Company  raised  approximately  $180,000,  net of
      $22,500 in offering  costs,  in a private  offering of 100,000 shares of
      Series C  preferred  stock at a price of $2 per share.  The annual  rate
      of dividends  payable on each share of preferred stock will be 9% of the
      liquidation  value  thereof.  All dividends on the preferred  stock will
      be paid when,  as, and if declared by the  Company's  Board of Directors
      with shares of the  Company's  common  stock  valued at $0.04 per share.
      Dividends on the preferred  stock will begin to accrue and be cumulative
      from the date of the original  issuance of the preferred stock.  Each of
      the preferred shares is convertible into 50 shares of common stock.

      The preferred  shares are  redeemable  at the Company's  option at price
      equal to 300% of the stated value per share,  plus any  accumulated  and
      unpaid  dividends.  However,  redemption  is not  permitted  unless  the
      Company's  common  stock  is  trading  at $5  per  share  or  more.  The
      preferred  shares are  convertible  at the option of the  holders of the
      preferred  shares  into  shares  of  common  stock  on the  basis of one
      preferred  share  convertible  into 50 shares of  common  stock.  In the
      event of  dissolution  of the  Company,  the  holders  of the  preferred
      shares will be entitled to a liquidation  preference  for each preferred
      share of $3, plus any  accumulated  and unpaid  dividends to the date of
      payment,  subject to certain  limitations.  At September  30, 2003,  the
      cumulative  unpaid  dividends  on Series C preferred  stock  amounted to
      approximately $67,500, which has been accrued as of September 30, 2003.

                                       8

<PAGE>

                                                    MILLENNIUM ELECTRONICS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                         NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  September 30, 2003 (unaudited)
--------------------------------------------------------------------------------

NOTE 5 - INCOME TAXES

      Because the Company does not have any  operations  or any  revenue,  the
      Company  elected not to recognize a tax benefit for net  operating  loss
      carryforwards  due to the uncertainty of its  realization.  Accordingly,
      the Company has recorded a 100%  valuation  allowance for such losses as
      of September 30, 2003.


NOTE 6 - RELATED PARTY TRANSACTIONS

      The Company  operates  from the office of an entity  owned by one of the
      Company's  shareholders.   Monthly  payments  are  $400.  Rent  expense,
      including  office  supplies and telephone  expense,  for the nine months
      ended  September  30, 2003 and 2002 and for the period  from  January 1,
      2002 to  September  30,  2003  amounted to $3,600,  $4,800,  and $8,400,
      respectively.


NOTE 7 - SUBSEQUENT EVENTS

      Proposed Merger
      Subsequent to September 30, 2003,  the Company  entered into a letter of
      intent to acquire  the assets and  liabilities  of another  entity.  The
      Company will issue  20,551,204  shares of its common stock to the owners
      of the  acquired  entity.  After  effecting  a  reverse  stock  split of
      16.859-for-one  of the Company's  common stock,  the shareholders of the
      acquired entity will own approximately  95% of the combined company.  As
      a result,  the merger will be accounted for as a reverse  acquisition of
      the Company by the acquired  entity.  The letter of intent is subject to
      the completion of certain conditions prior to the acquisition.

      Note Payable
      In October 2003, the Company  entered into a note payable  agreement for
      $3,000  with  the  President  of the  Company.  The note  payable  bears
      interest at 5% per annum and is payable on demand.

                                       9

<PAGE>

                                     ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

      Millennium   Electronics,   Inc.,  is  a  Nevada  corporation  which  is
currently  inactive.  We were  originally  formed  November 13, 1991 under the
laws of the State of  Delaware  to  acquire or merge  with  another  operating
company or another entity or to acquire a technology or other asset.  In 1997,
we acquired Millennium Memory,  Inc., a privately held California  corporation
("MMI").  In connection  with our  acquisition of MMI, we changed our domicile
from the State of  Delaware  to the State of Nevada and we changed our name to
Millennium  Electronics,  Inc.  Immediately  following the change of domicile,
name  change  and  acquisition  of  MMI,  we  were  a   publicly-held   Nevada
corporation with MMI as our wholly-owned subsidiary.

      In September  1997, we acquired  NetRam  Components,  Inc., a California
corporation, a provider of high-end, high-powered PC systems.

      From 1997 to 1999, we manufactured  and sold personal  computer  systems
and semiconductor  memory products through our wholly owned  subsidiary,  MMI.
We were  ultimately  unsuccessful in our operations and in 1999, we terminated
our  operations.  At such  time,  we were in  default  in our loans with Coast
Business  Credit,  a division of Southern  Pacific  Bank. On April 8, 1999, we
transferred all of our operating assets, and those of our subsidiary,  MMI, to
Coast Business  Credit to be credited as payment toward our  outstanding  debt
to Coast Business  Credit.  These assets had previously  been pledged to Coast
Business Credit to secure such loan. We have been inactive since April 1999.

      The  Company's  day-to-day  management  resigned  in June  2000  and new
management  was  appointed,  to  attempt to bring the  Company  current it its
financial and SEC reports,  to  thereafter  attempt to locate an investment or
acquisition  opportunity  (a "Target  Business"),  and to acquire  such Target
Business  through the issuance of our  securities in a reverse  merger type of
transaction.  Our Business Plan is described  below.  We have  essentially  no
assets except for a limited amount of cash, and no current operations.

      In 2001,  our  subsidiary,  MMI, was  liquidated  in a proceeding  under
Chapter 7 of the United States Bankruptcy Code.

        Subsequent  to the  quarter  ended  September  30,  2003,  the Company
entered  into a Letter of Intent to  acquire  the assets  and  liabilities  of
Speaking  Roses,  LLC, a Utah limited  liability  company.  The acquisition is
subject  to  certain  conditions  and  there  can  be no  assurance  that  the
acquisition will be effected.  Additional  disclosure is set forth below under
the heading -"Subsequent Events".

Additional Information

      Formation  and Public  Offering.  The Company was formed  under the laws
of the State of Delaware on November  13,  1991,  for the purpose of investing

                                       10

<PAGE>

in any and all types of  assets,  properties  and  businesses.  In  connection
with our initial capitalization,  we issued 660,000 shares of our common stock
to our officers and directors  for the aggregate sum of $15,000.  On March 23,
1992, the United States Securities and Exchange  Commission declared effective
a   Registration   Statement  on  Form  S-18,   filed  by  the  Company.   The
Registration  Statement  related  to an  offering  of  1,000,000  Units of the
Company's  securities at $1.00 per Unit.  Each Unit  consisted of one share of
common stock and four Common Stock Purchase Warrants  exercisable at $1.25 per
Warrant.  The  offering  was a "blind  pool" or "blank  check"  offering.  The
formal  Closing of the public  offering  was held March 30,  1993.  A total of
700,275  Units of our  securities  were sold in the public  offering and gross
offering  proceeds were  $700,275.  Management  of the Company had  previously
agreed to  transfer a portion of their  shares of our common  stock back to us
for  cancellation  if less than all Units offered in the public  offering were
sold.  A total  of  199,817  of  management's  660,000  shares  were  canceled
pursuant  to such  agreement.  Immediately  following  the close of the public
offering  there  were  1,160,458   shares  of  our  common  stock  issued  and
outstanding.

      Acquisition  of  Millennium  Memory,  Inc. On March 31,  1997, a Special
Meeting  of our  Shareholders  was  held  and  the  following  proposals  were
approved by our shareholders:

      1.    A proposal to effect a 1-for-2.5  reverse  split of the issued and
            outstanding shares of our Company's common stock.

      2.    A proposal  to  reincorporate  the  Company in the State of Nevada
            and in  connection  therewith  to  change  our name to  Millennium
            Electronics,  Inc.  and to  authorize a class of  preferred  stock
            consisting of 5,000,000 shares of $.001 par value preferred stock.
      3.    A  Proposal  to  approve  an  Agreement  and Plan of  Merger  (the
            "Merger  Agreement")  between the Company and  Millennium  Memory,
            Inc.  ("Millennium") and the acquisition  ("Merger") of Millennium
            by the  Company.  In  connection  with  the  Merger,  the  Company
            issued 6,778,868 shares of our common stock,  calculated after the
            1-for-2.5 reverse stock split, to the shareholders of Millennium.

      4.    To elect directors.

      At the  time  of  such  Special  Meeting  of  Shareholders,  there  were
1,160,458  shares of the  Company's  $0.001 par value  common stock issued and
outstanding and the number of holders of record of the Company's  common stock
was 103.

      The  reverse  split  was  effected  in  connection  with the  change  of
domicile merger.

      Following  the change of  domicile  merger,  the Company  completed  the
Merger whereby it acquired  Millennium Memory ("MMI").  In connection with the
Merger,  the  Company  formed a  subsidiary  under  the  laws of the  State of
California  under the name of Beacon Merger Sub, Inc.  ("Merger  Sub").  Under
the Merger  Agreement (i) Merger Sub merged into MMI; (2) each share of common
stock of MMI was  converted  into one  share of common  stock of the  Company;
(3) each option to purchase one share of MMI was  converted  into an option to
purchase  one  share  of the  Company,  and  (4)  MMI  became  a  wholly-owned
subsidiary of the Company.

                                       11

<PAGE>

      The Merger was  effective  March 31,  1997.  Immediately  following  the
change  of  domicile,  the  reverse  split  and the  acquisition  of MMI,  the
following shares of our common stock were issued and outstanding:

      Shares outstanding before the merger                   1,160,458
                                                             ---------
      Shares outstanding after reverse split                   464,183
      Shares issued in Merger                                6,778,868
                                                             ---------
      Total Shares to be issued and
        outstanding at closing of Merger                     7,243,051
                                                             =========

      Transactions  following the Merger.  During the year ended  December 31,
1997, the Company completed the following common stock transactions:

   o    We issued 1,575,000 shares of our common stock in a private  placement
        and received net  proceeds of  $2,378,735.  A total of 75,000 of these
        shares were issued to the placement agent as compensation.

   o    On September  30, 1997,  we acquired  100% of the  outstanding  common
        stock of NetRam in exchange  for  $120,000  and 576,000  shares of the
        Company's common stock.

   o    We issued  478,197  shares of our common  stock upon the  exercise  of
        options and warrants and received proceeds of $1,494,366.

   o    We canceled  130,098 shares that were placed in escrow upon the Merger
        with MMI.

      Operations  in 1998 and 1999.  Following  the Merger,  we  operated  our
wholly-owned   subsidiary,   MMI,  in  the  memory  and   computer   business.
Operations  proved to be unsuccessful  and all, or  substantially  all, of the
Company's  assets  were  disposed  of on April 8, 1999 when our  wholly  owned
subsidiary,  MMI,  surrendered and granted  exclusive  peaceful  possession of
MMI=s  assets  pledged as  collateral  (the  "Collateral")  to Coast  Business
Credit,  a division of Southern  Pacific Bank,  due to MMI's default under the
borrowing   agreement  (the  "Agreement")  with  Coast  Business  Credit.  MMI
consented to the  disposition of the Collateral by Coast Business  Credit at a
private  or  public  sale.  Proceeds  from  the  sale  or  disposition  of the
Collateral  was applied  first to the costs of the sale,  second to attorney's
fees,  third to accrued interest and fourth to unpaid  principal.  Pursuant to
the Agreement,  as of April 8, 1999, MMI was indebted to Coast Business Credit
in the  principal  amount of  $675,000.00.  As of April 8, 1999 the MMI listed
total assets of $631,500.00 and total current liabilities of $2,532,790.00.

      Appointment  of New  Management.  From  April  1999  to June  2002,  the
Company was  inactive.  In June 2000,  previous  management  resigned  and new
officers  and  directors  were  appointed.  The  Company's  new  officers  and
directors are:

                                       12

<PAGE>

      Douglas P. Morris                   President/Director
      Dan O. Price                        Vice President/Director
      Mark A. Scharmann                   Secretary/Director

      As part of the  agreement  of new  management  to take over the company,
the previous president of the Company,  Troy Barnes  transferred  2,915,816 of
his shares of our common stock to us for  cancellation.  In  consideration  of
the  transfer of such shares we agreed to  indemnify  Mr.  Barnes and his wife
from certain liabilities relating to the Company.

      In order to enable us to move forward with our business  plan, we needed
to repay or  otherwise  deal  with  these  liabilities  and  raise  additional
working  capital.  Management  believed  that it was in the best  interests of
the Company to authorize a Series B Preferred  Stock to raise some cash and to
pay  liabilities.  We raised $25,000 from the sale of Series B Preferred Stock
and also  received  services  in the amount of $5,000 in  exchange  for 30,500
shares of Series B  Preferred  Stock.  A total of $20,000  of the cash  raised
was used to pay creditors.

      Activities  in 2001.  In order to  enable  us to move  forward  with our
business  plan, we needed to repay or otherwise  deal with  liabilities,  fund
professional  fees and  raise  some  additional  working  capital.  Management
believed  that it was in the best  interests  of the  Company to  authorize  a
Series C  Preferred  Stock  to raise  some  cash  and to pay  liabilities.  We
raised $200,000 from the sale of 100,000 shares of Series C Preferred Stock .

      Repayment of Coast  Business  Credit and De Lage  Financial.  We entered
into Settlement  Agreements with Coast Business Credit and with De Lage Landen
Financial  Services,  Inc. in connection with outstanding debt we owed to each
of these creditors.  We owed  approximately  $300,000 to Coast Business Credit
and $170,000 to De Lage  Financial.  As payment in full for such debt, we paid
$35,000 in cash to each of these  creditors  and we issued  135,705  shares of
our  common  stock to De Lage and  100,000  of our  shares  to Coast  Business
Credit's  parent,  Imperial  Credit  Industries,  Inc.  As a  result  of these
transactions, our debt was reduced by approximately $470,000.

      Chapter 7 Proceeding.  Most of the liabilities  incurred in our previous
operations were incurred by, and were  liabilities  of, our  subsidiary,  MMI.
In August 2001, we commenced a Chapter 7 bankruptcy  liquidation proceeding to
discharge  such debt and  liquidate  MMI. The Chapter 7 bankruptcy  proceeding
was completed and  Millennium  Memory is no longer a subsidiary of the Company
and we have no obligations related to the debt of Millennium Memory.

Liquidity and Capital Resources

        As of September  30, 2003,  we had total assets of $160  consisting of
cash.  As of September  30, 2003,  we had  liabilities  of $81,632,  including
$67,500  attributed  to an accrued  dividend on our Series C Preferred  Stock.
As of December 31, 2002,  we had total assets of $14,718  consisting  of cash.
As of December 31, 2002, we had liabilities of $13,016.

                                       13

<PAGE>

        It is likely that we will be required to raise  additional  capital in
order  to  attract  a  potential  acquisition  partner  but  there  can  be no
assurance  that we will be able to raise any  additional  capital.  It is also
likely  that any future  acquisition  will be made  through  the  issuance  of
shares of the Company's  common stock which will result in the dilution of the
percentage ownership of the current shareholders.

        We will continue to be an inactive  company unless and until it raises
additional  capital  and  acquires  an  operating  company.  There  can  be no
assurance that either will occur.

Results of Operations

        The Company has  generated no revenues since the  Confirmation Date of
its  Bankruptcy  Reorganization.  The Company will not generate  any revenues,
if ever,  until  and  unless  it merges  with an  operating company  or raises
additional  capital  for its own operations. There  can be no  assurance  that
either of such events will happen.

        The  Company  had a net loss of  $5,927 for  the  three  months  ended
September  30,  2003  and a net loss of  $15,674 for  the  nine  months  ended
September  30,  2003.  This compares to a net loss of  $15,044  for the  three
months  ended September 30, 2002 and a net loss of $34,811 for the nine months
ended  September  30,  2002. Selling and general and  administrative  expenses
consist  primarily of legal, accounting and  printing  charges for all periods
presented.

Plan of Operation

        The  Company's  current business plan is to serve as a vehicle for the
acquisition  of,  or  the  merge  or  consolidation  with another  company  (a
"Target  Business").   The  Company intends  to utilize  its  limited  current
assets,  equity  securities, debt  securities,  borrowings  or  a  combination
thereof  in  effecting  a  Business Combination with a Target  Business  which
the Company believes has significant growth  potential. The Company's  efforts
in  identifying  a  prospective  Target  Business  are expected  to  emphasize
businesses  primarily  located  in the  United States;  however,  the  Company
reserves   the  right  to   acquire  a  Target  Business   located   primarily
elsewhere.  While the  Company  may,  under  certain circumstances,   seek  to
effect Business Combinations  with more than one Target Business,  as a result
of its  limited  resources  the  Company will,  in  all likelihood,  have  the
ability to effect only a single Business Combination.

      The Company  may effect a Business  Combination  with a Target  Business
which may be  financially  unstable or in its early stages of  development  or
growth.  To the  extent the  Company  effects a  Business  Combination  with a
financially  unstable  company or an entity in its early stage of  development
or growth  (including  entities  without  established  records  of  revenue or
income),  the Company will become  subject to numerous  risks  inherent in the
business and operations of  financially  unstable and early stage or potential
emerging  growth  companies.  In  addition,  to the  extent  that the  Company
effects a Business  Combination  with an entity in an  industry  characterized
by a high level of risk,  the  Company  will become  subject to the  currently
unascertainable  risks  of that  industry.  An  extremely  high  level of risk
frequently  characterizes  certain  industries  which experience rapid growth.
Although  management  will  endeavor  to  evaluate  the  risks  inherent  in a

                                       14

<PAGE>

particular  industry or Target  Business,  there can be no assurance  that the
Company will properly ascertain or assess all risks.

Subsequent Event

      In October 2003, the Company  entered into a Letter of Intent to acquire
the assets and liabilities of Speaking Roses,  LLC, an Idaho limited liability
company.  The Letter of Intent  sets forth the general  terms of the  proposed
acquisition  transaction  and is a non-binding  indication of the plans of the
Company  and  Speaking  Roses to enter  into a binding  agreement  subject  to
certain  terms  and  conditions.   The  proposed  acquisition  transaction  is
dependent  upon several  conditions  and there can be no assurance that any or
all of the  conditions  will be met or that the proposed  acquisition  will be
completed.

      Speaking   Roses;   Business  Plan.   Speaking   Roses.   has  developed
proprietary  technology used to emboss flowers and other floral products.  The
technology  allows  consumers  to  personalize   floral   arrangements   using
standardized  or unique  messages,  logos,  trademarks and pictures.  Speaking
Roses licenses the technology and equipment used for the embossing  process to
third  parties,  including  large  wholesale  flower  concerns,  chain stores,
retail florists,  nationally  recognized floral fulfillment  centers and large
corporate event planners.

      Speaking  Roses  currently has license  arrangements  with several large
wholesale  floral  distributors  that have  contracts  to service  nearly 3000
Albertsons,  Jewel-Osco,  Sam's Club and Public  retail  stores,  and Speaking
Roses is an approved  product  supplier for FTD,  Inc.,  which has over 22,000
retail  florist  members.  Speaking Roses also has license  arrangements  with
other retail and wholesale  floral  business  operators,  as well as strategic
relationships with several  internet-based  specialty gift sellers,  including
FTD.com,  GiftTree.com  and  Roses.com.  Speaking Roses receives a royalty for
each embossed flower sold by or through all of these third parties.

      Speaking Roses' embossing  process provides  florists and specialty gift
promoters with the ability to combine  traditional  floral  arrangements  with
personalized written emotional expressions.

      Speaking  Roses'  embossing  process  uses  specialized  equipment  that
employs  standardized  printing  concepts  to  transfer  a  full  spectrum  of
fast-drying  inks to floral  products.  Customers  can  choose  to have  their
flowers  embossed  with any of nearly 100  standard  phrases  in 12  different
languages or have custom  phrases,  logos or pictures  designed for them for a
nominal cost.  Speaking Roses' first equipment  model was  semi-automatic  and
produced  nearly 3000  embossed  flowers in a standard  work  shift;  Speaking
Roses' second generation  equipment is fully automatic and allows operators to
produce  more than 9600  embossed  flowers in the same time.  Speaking  Roses'
proprietary  technology and processes are protected by a pending patent in the
United States,  as well as trademark and trade name applications in the United
States and foreign countries.

        Proposed  terms of the  Acquisition.  The Letter of Intent between the
Company and Speaking  Roses  provides that subject to certain  conditions,  we
will acquire  substantially  all of assets and  liabilities of Speaking Roses,
including  the  technology   for  the  floral   embossing   process.   If  the

                                       15

<PAGE>

acquisition  is completed,  of which there can be no  assurance,  we intend to
operate the embossing  business of Speaking Roses as our primary business.  We
will issue  approximately  20,551,204 shares of our common stock to the owners
of Speaking Roses in the  Acquisition.  In order to complete the  Acquisition,
we must do the following:

   o    We must effect  a16.859-for-1  reverse split ("Reverse  Split") of our
        currently issued and outstanding shares of common stock;

   o    We must change our  domicile  from the State of Nevada to the State of
        Utah;

   o    We must change our name to Speaking Roses International, Inc.; and

   o    We must elect or appoint  the  management  and  designees  of Speaking
        Roses as our officers and directors.

   o    We must raise additional capital through the sale of our common stock.

   o    We must issue  approximately  20,551,204  shares of our common  stock,
        calculated  after the reverse  tock  split,  to the owners of Speaking
        Roses.

      If  the   Acquisition  is  Not  Closed.   If  we  do  not  complete  the
acquisition of Speaking Roses, we will continue to be an inactive  company and
will continue our search for other acquisitions

      If the  Acquisition  is Closed.  If we do complete  the  acquisition  of
Speaking roses,  we will,  through our ownership of Speaking Roses, be engaged
in the floral embossing business currently conducted by Speaking Roses.

      Shares of  Millennium  Outstanding.  As a condition to the  acquisition,
we must effect a  16.859-for-1  reverse  stock  split.  Currently  we have the
following shares of capital stock issued and outstanding.

                                          Number                After
        Class                             Issued             Conversion
        -----                             ------             ----------
Common Stock                            5,876,131            5,876,131
Series B Preferred Stock                   30,500 (1)        6,100,000
Series C Preferred Stock                  100,000 (2)        6,856,250 (3)

        Total                                               18,832,381

        (1) Our Series B Preferred  Stock is convertible  into common stock at
the rate of 200 shares of common stock for each share of preferred stock.

        (2) Our Series C Preferred  Stock is convertible  into common stock at
the rate of 50 shares of common stock for each share of preferred stock.

                                       16

<PAGE>

        (3)  Includes  1,856,250  shares of common  stock which will be issued
to holders  of Series C  Preferred  Stock as  payment  in full of  outstanding
dividends.  As of  September  30,  2003,  the total  dividends  accrued on the
Series C Preferred  Stock amount to $67,500.  We anticipate that total accrued
dividends will be $74,250 as of December 31, 2003.  The accrued  dividends are
payable in shares of common  stock at a price of $.04 per share.  Accordingly,
we will issue  approximately  1,856,250  shares of our common stock to pay the
accrued dividends if we close near December 31, 2003.

        As a  result  of (1) the  conversion  of our  Series  B and  Series  C
Preferred  Stock into common Stock  (including  the shares  issued for accrued
dividends);  and (2) the completion of the reverse stock split,  there will be
approximately  1,117,027  shares of our common  stock  issued and  outstanding
immediately  prior to the closing of this  Offering  and the  Acquisition.  We
will  issue  20,551,264  shares  of our  common  stock  (calculated  after the
reverse stock split) to the owners of Speaking  Roses in the  Acquisition.  As
a  condition  to  the  closing  we  need  to  raise  additional   capital.  We
anticipate  that  we  will  issue  between   440,000  and  4,400,000   shares,
calculated  after the reverse  stock split in  connection  with the raising of
such  additional  capital.  Depending  upon the amount of  additional  capital
raised,  we anticipate  that following the reverse  split,,  the conversion of
common stock and the completion of the  acquisition,  we will have between 22,
108,231 and 26,068,231 shares issued and outstanding.

Forward Outlook and Risks

      This  Form  10-QSB  contains  and  incorporates  by  reference   certain
"forward-looking  statements"  within  the  meaning  of  Section  27A  of  the
Securities  Act and Section 21E of the Exchange Act with respect to results of
our  operations  and  businesses.  All  statements,  other than  statements of
historical  facts,  included in this Form 10-QSB,  including  those  regarding
market trends, our financial  position,  business  strategy,  projected costs,
and  plans  and   objectives  of  management   for  future   operations,   are
forward-looking  statements. In general, such statements are identified by the
use of  forward-  looking  words or phrases  including,  but not  limited  to,
"intended,"  "will,"  "should," "may," "expects,"  "expected,"  "anticipates,"
and  "anticipated"  or the negative  thereof or variations  thereon or similar
terminology.  These  forward-looking  statements  are  based  on  our  current
expectations.  Although we believe  that the  expectations  reflected  in such
forward-looking  statements  are  reasonable,  there can be no assurance  that
such   expectations  will  prove  to  be  correct.   Because   forward-looking
statements  involve risks and  uncertainties,  our actual results could differ
materially.  Important  factors  that  could  cause  actual  results to differ
materially  from our  expectations  are  disclosed  hereunder and elsewhere in
this Form 10-QSB. These  forward-looking  statements represent our judgment as
of  the  date  of  this  Form  10-QSB.   All   subsequent   written  and  oral
forward-looking  statements attributable to Millennium are expressly qualified
in their  entirety by the Cautionary  Statements.  We disclaim,  however,  any
intent or obligation to update our forward-looking statements.

      No  Assurance  the  Speaking  Roses  Transaction  Will  Be  Consummated.
Although we have  entered into a Letter of Intent to acquire  Speaking  Roses'
operations,  we have not yet entered into a definitive  acquisition  agreement
and the proposed  transaction is subject to a number of conditions.  There can

                                       17

<PAGE>

be no assurance that these  conditions  will be fulfilled or that the proposed
acquisition  will be  consummated.  No person  should invest in the Company in
reliance that such proposed acquisition will be completed.

      Operating  History;  No Assets;  No Present Source of Revenues.  We have
been inactive since 1999. We intend to attempt to commence  active  operations
in the future by acquiring a Target  Business.  Potential  investors should be
aware  that  there  is  only a  limited  basis  upon  which  to  evaluate  our
prospects  for  achieving  our  intended  business  objectives.   We  have  no
resources  and has had no  revenues  since  1999.  In  addition,  we will  not
generate any revenues (other than  investment  income) until, at the earliest,
the  consummation  of a  Business  Combination.  Moreover,  there  can  be  no
assurance  that any Target  Business  will derive any material  revenues  from
its operations or operate on a profitable  basis.

      Possibility of Total Loss of  Investment.  An investment in the Company,
is an  extremely  high risk  investment,  and  should  not be made  unless the
investor  has no need for current  income from the  invested  funds and unless
the investor can afford a total loss of his or her investment.

      Risk  of  Unknown   Creditors.   However,   because  of  the  change  of
management,  the inability to locate all of the Company's  corporate  records,
it is  possible  that  additional  demands  and  claims  with be made by other
persons and entities claiming to be creditors of the Company.

      "Blind Pool"  Offering;  Broad  Discretion  of  Management.  Prospective
investors  who invest in the  Company  will do so without  an  opportunity  to
evaluate  the  specific   merits  or  risks  of  any  one  or  more   Business
Combinations.  There  can  be no  assurance  that  acquisition  determinations
ultimately  made  by  management  will  enable  us  to  achieve  our  business
objectives.

      Absence of  Substantive  Disclosure  Relating  to  Prospective  Business
Combinations;  Investment  in  the  Company  Versus  Investment  in  a  Target
Business.   "Blind  pool"  and  "blank   check"   offerings   are   inherently
characterized  by the absence of  substantive  disclosure,  other than general
descriptions,  relating to the intended application of the net proceeds of the
offering.   We  have  not  yet  identified  a  prospective   Target  Business.
Accordingly,   investors  will  have  no  substantive  information  concerning
consummation  of any specific  Business  Combination in considering a purchase
of the Preferred Shares  in this offering.

      Seeking to Achieve Public Trading Market through  Business  Combination.
While a  prospective  Target  Business may deem a  consummation  of a Business
Combination   with   the   Company   desirable   for   various   reasons,    a
Business   Combination   may   involve   the   acquisition   of,   merger   or
consolidation  with,  a company  which  does not need  substantial  additional
capital,  but which  desires  to  establish  a public  trading  market for its
shares,  while  avoiding  what  it may  deem  to be  adverse  consequences  of
undertaking  a public  offering  itself,  including  time delays,  significant
expense,  loss of voting  control and the time and expense  incurred to comply
with various Federal and state  securities  laws that regulate  initial public
offerings.  Nonetheless,  there  can be no  assurance  that  there  will be an
active   trading   market  for  the   Company's   securities   following   the
completion of a Business  Combination or, if a market does develop,  as to the
market price for the Company's securities.

                                       18

<PAGE>

      Uncertain  Structure  of  Business  Combination.   The  structure  of  a
future  transaction  with  a  Target  Business  cannot  be  determined  at the
present time and may take, for example,  the form of a merger,  an exchange of
stock or an asset  acquisition.  We may form one or more  subsidiary  entities
to  complete a Business  Combination  and may,  under  certain  circumstances,
distribute the securities of  subsidiaries to our  stockholders.  There cannot
be any  assurance  that a  market  would  develop  for the  securities  of any
subsidiary  distributed  to  stockholders  or, if it did, any  assurance as to
the  prices  at  which  such  securities  might  trade.  The  structure  of  a
Business  Combination or the  distribution of securities to  stockholders  may
result in taxation of the  Company,  the Target  Business or  stockholders.

      Unspecified  Target  Business;   Unascertainable   Risks.  None  of  our
directors/officers  has  had  any  contact  or  discussions  with  any  entity
or  representatives  of any  entity  regarding  a  consummation  of a Business
Combination.  Accordingly,  there is no basis  for  prospective  investors  to
evaluate  the  possible  merits  or  risks  of  the  Target  Business  or  the
particular  sector  of the  technology  industries  in which the  Company  may
ultimately  operate.  To the  extent we effect a Business  Combination  with a
financially   unstable   company   or  an  entity   in  its  early   stage  of
development  or growth  (including  entities  without  established  records of
revenues or  income),  we will become  subject to numerous  risks  inherent in
the  business  and  operations  of  financially  unstable  and early  stage or
potential  emerging  growth  companies.  Although  management will endeavor to
evaluate  the risks  inherent in a  particular  Target  Business or  industry,
there  can  be  no  assurance  that  we  will  properly  ascertain  or  assess
all such  risks.

      Probable  Lack of Business  Diversification.  As a result of our limited
resources,  in all  likelihood,  we will have the ability to  complete  only a
single Business  Combination.  Accordingly,  our prospects for success will be
entirely  dependent upon the future  performance of a single business.  Unlike
certain  entities  which have the  resources to  consummate  several  Business
Combinations  or  entities  operating  in  multiple   industries  or  multiple
segments  of a  single  industry,  it is  highly  likely  that the we will not
have  the  resources  to  diversify   our   operations  or  benefit  from  the
possible  spreading of risks or  offsetting  of losses.  Our probable  lack of
diversification   may  subject  us  to  numerous  economic,   competitive  and
regulatory  developments,  any or all of  which  may have a  material  adverse
impact upon the  particular  industry in which we may operate  subsequent to a
consummation  of a Business  Combination.  There can be no assurance  that the
Target Business will prove to be commercially viable.

      Conflicts of Interest;  Absence of  Independent  Directors.  None of the
Company's  directors  or  executive  officers  are  required  to commit  their
full time to the affairs of the  Company  and it is likely  that such  persons
will  not  devote  a  substantial  amount  of  time  to  the  affairs  of  the
Company.  Such  personnel  will  have  conflicts  of  interest  in  allocating
management  time  among  various  business   activities.   As  a  result,  the
consummation  of a Business  Combination  may require a greater period of time
than  if  the   Company's   management   devoted   their   full  time  to  the
Company's  affairs.

      Limited    Ability   to    Evaluate    Target    Business    Management;
Possibility  That Management Will Change.  The role of the present  management
in the  operations  of a Target  Business of the Company  following a Business
Combination   cannot  be  stated  with   certainty.   Although  we  intend  to

                                       19

<PAGE>

scrutinize   closely  the   management  of  a  prospective   Target   Business
in  connection  with  our  evaluation  of  the  desirability  of  effecting  a
Business  Combination  with such Target  Business,  there can be no  assurance
that our assessment of such  management  will prove to be correct,  especially
in light of the possible  inexperience of current key personnel of the Company
in evaluating  certain types of businesses.  While it is possible that certain
of our  directors  or  executive  officers  will  remain  associated  in  some
capacities   with  the  Company   following  a  consummation   of  a  Business
Combination,  it is  unlikely  that  any of them  will  devote  a  substantial
portion  of their  time to the  affairs  of the  Company  subsequent  thereto.
Moreover,   there  can  be  no  assurance   that  such   personnel  will  have
significant  experience  or  knowledge  relating  to  the  operations  of  the
Target  Business  acquired  by  the  Company.  We may  also  seek  to  recruit
additional   personnel  to  supplement   the   incumbent   management  of  the
Target  Business.  There  can  be  no  assurance  that  we  will  successfully
recruit  additional  personnel  or that the  additional  personnel  will  have
the  requisite  skills,  knowledge  or  experience  necessary  or desirable to
enhance the incumbent management.  In addition, there can be no assurance that
our  future  management  will have the  necessary  skills,  qualifications  or
abilities  to  manage a public  company  embarking  on a program  of  business
development.

      Competition.  We expect to  encounter  intense  competition  from  other
entities  having  business  objectives  similar  to our  business  objectives.
Many  of  these  entities,   including   venture  capital   partnerships   and
corporations,  other blind pool  companies,  large  industrial  and  financial
institutions,    small    business    investment    companies    and   wealthy
individuals,   are   well-established   and  have   extensive   experience  in
connection  with  identifying  and effecting  Business  Combinations  directly
or   through   affiliates.   Many  of  these   competitors   possess   greater
financial,  technical,  human and other  resources  than the Company and there
can be no  assurance  that the  Company  will  have  the  ability  to  compete
successfully.  The Company's financial resources will be limited in comparison
to  those  of  many  of  its  competitors.   Further,  such  competitors  will
generally   not  be  required  to  seek  the  prior   approval  of  their  own
stockholders,  which may  enable  them to close a  Business  Combination  more
quickly than we can. This  inherent  competitive  limitation  may compel us to
select certain less attractive Business  Combination  prospects.  There can be
no  assurance  that such  prospects  will  permit us to achieve  our  business
objectives.

      Uncertainty  of  Competitive  Environment  of  Target  Business.  In the
event that we succeed in  effecting a Business  Combination,  we will,  in all
likelihood,  become  subject to intense  competition  from  competitors of the
Target   Business.   In  particular,   certain   industries  which  experience
rapid   growth   frequently   attract  an   increasingly   larger   number  of
competitors,   including   competitors  with  greater  financial,   marketing,
technical,  human and other  resources  than the  initial  competitors  in the
industry.  The  degree  of  competition  characterizing  the  industry  of any
prospective  Target  Business  cannot  presently  be  ascertained.  There  can
be  no  assurance   that,   subsequent  to  a   consummation   of  a  Business
Combination,  we will have the  resources  to compete in the  industry  of the
Target  Business  effectively,  especially  to  the  extent  that  the  Target
Business is in a high-growth  industry.

      Additional   Financing   Requirements.   We  will   not   generate   any
revenues  (other  than  investment   income)  until,  at  the  earliest,   the
consummation  of a  Business  Combination.  We cannot  ascertain  the  capital

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requirements  for any  particular  Business  Combination  we may consider.  We
will  likely  be  required  to  seek  additional  financing.  There  can be no
assurance  that such  financing  will be available  on  acceptable  terms,  or
at all.  To the extent  that  additional  financing  proves to be  unavailable
when  needed  to  consummate  a  particular  Business  Combination,  we would,
in all  likelihood,  be compelled to  restructure  the  transaction or abandon
that particular  Business  Combination and seek an alternative Target Business
candidate,  if possible.  In addition,  in the event of the  consummation of a
Business  Combination,  we  may  require  additional  financing  to  fund  the
operations  or  growth  of  the  Target   Business.   Our  failure  to  secure
additional  financing  could have a material  adverse  effect on the continued
development   or  growth  of  the  Target   Business.   We  do  not  have  any
arrangements   with   any   bank   or   financial    institution   to   secure
additional   financing   and  there  can  be  no   assurance   that  any  such
arrangement,  if required or  otherwise  sought,  would be  available on terms
deemed to be  commercially  acceptable  and in our best interests.

      No Appraisal of Potential  Business  Combination.  We do not  anticipate
that  we will  obtain  an  independent  appraisal  or  valuation  of a  Target
Business.  Accordingly,  our  stockholders  will need to rely  primarily  upon
management to evaluate a prospective Business Combination.

      No Public Market for  Securities.  Currently,  there is no public market
for our common stock and no assurance  can be given that an active market will
develop or if developed,  that it will be  sustained.  It is unlikely that any
market  will  develop  prior to the  consummation  of a Business  Combination.
Even if a Business  Consummation is completed,  there can be no assurance that
a trading market for our securities will ever develop.

      Shares  Eligible  for  Future  Sale.  If all of the  Series C  Preferred
Shares and Series B Preferred  Shares are converted  into common stock,  there
will be more than  16,000,000  shares of common stock issued and  outstanding.
Of which  approximately  5,100,000 are currently  sellable under Rule 144 if a
public  market  existed.  All  remaining  shares,  including  Shares issued to
investors  in this  Offering,  are  "restricted  securities,"  as that term is
defined in Rule 144 promulgated  under the Securities Act ("Rule 144") and may
only be sold pursuant to a registration  statement under the Securities Act or
an applicable  exemption from registration  thereunder,  including  exemptions
provided by Rule 144. No  prediction  can be made as to the effect that future
sales of common  stock,  or the  availability  of  shares of common  stock for
future  sale,  will have on the market  price of the common  stock  prevailing
from time to time.

      Risk of  Application  of Penny Stock Rules.  Our common stock is subject
to the penny stock rules as adopted by the Securities and Exchange  Commission
(the  "Commission").  The penny stock rules require a broker-dealer,  prior to
a  transaction  in a penny  stock not  otherwise  exempt  from the  rules,  to
deliver a standardized  risk  disclosure  document  prepared by the Commission
that  provides  information  about  penny  stocks  and the nature and level of
risks in the penny  stock  market.  The  broker-dealer  also must  provide the
customer  with  current  bid and offer  quotations  for the penny  stock,  the
compensation of the  broker-dealer  and its salesperson in the transaction and
monthly account  statements  showing the market value of each penny stock held
in the  customer's  account.  In addition,  the penny stock rules require that
prior to a transaction in a penny stock not otherwise  exempt from such rules,
the  broker-dealer  must make a special written  determination  that the penny
stock is a suitable  investment for the purchaser and receive the  purchaser's

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<PAGE>

written agreement to the transaction.  These disclosure  requirements may have
the effect of reducing the level of trading  activity in the secondary  market
for a stock that  becomes  subject  to the penny  stock  rules.  If our common
stock remains subject to the penny stock rules,  investors in the Offering may
find it more difficult to sell their shares.

      Probable  Lack  of  Business   Diversification.   As  a  result  of  our
limited  resources,  in all  likelihood,  we will have the ability to complete
only a  single  Business  Combination.  Accordingly,  the  prospects  for  our
success will be entirely  dependent  upon the future  performance  of a single
business.  Unlike  certain  entities  that have the  resources  to  consummate
several  Business  Combinations or entities  operating in multiple  industries
or  multiple  segments  of a single  industry,  it is  highly  likely  that we
will not have the  resources  to  diversify  our  operations  or benefit  from
the possible  spreading of risks or offsetting of losses. Our probable lack of
diversification   may  subject  us  to  numerous  economic,   competitive  and
regulatory  developments,  any or all of  which  may have a  material  adverse
impact  upon  the  particular  industry  in which  we may  operate  subsequent
to consummation of a Business  Combination.  The prospects for our success may
become  dependent  upon the  development  or market  acceptance of a single or
limited   number   of   products,   processes   or   services.    Accordingly,
notwithstanding  the  possibility  of  capital  investment  in and  management
assistance  to the Target  Business by us, there can be no assurance  that the
Target Business will prove to be commercially  viable.

      No  Independent  Appraisal of Potential  Acquisition  Candidates.  We do
not anticipate that we will obtain an independent  appraisal or valuation of a
Target  Business.   Our   stockholders   will  need  to  rely  primarily  upon
management  to evaluate a prospective  Business  Combination.

      Limited Ability to Evaluate  Management of a Target  Business.  Although
we intend  to  scrutinize  closely  the  management  of a  prospective  Target
Business  in  connection   with  its   evaluation  of  the   desirability   of
effecting a Business  Combination with such Target  Business,  there can be no
assurance that our assessment of such management  will prove to be correct.

      Selection  of  a  Target   Business  and   Structuring   of  a  Business
Combination.   Our   management   will   have   substantial   flexibility   in
identifying   and  selecting  a  prospective   Target   Business   within  the
specified   businesses.   In   evaluating  a  prospective   Target   Business,
management   will   consider,   among  other  factors,   the  following:   (i)
costs  associated  with  effecting  the  Business  Combination;   (ii)  equity
interest  in and  opportunity  for  control  of  the  Target  Business;  (iii)
growth  potential  of the  Target  Business;  (iv)  experience  and  skill  of
management   and   availability   of   additional   personnel  of  the  Target
Business;  (v) capital  requirements of the
Target  Business;  (vi)  competitive  position of the Target  Business;  (vii)
stage of  development  of the  Target  Business;  (viii)  degree of current or
potential  market   acceptance  of  the  Target  Business;   (ix)  proprietary
features  and  degree of  intellectual  property  or other  protection  of the
Target  Business;  (x) the financial  statements of the Target  Business;  and
(xi) the regulatory environment
in which the Target  Business  operates.

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<PAGE>

Uncertainty of Competitive Environment of Target Business

      In the event that we succeed in  effecting  a Business  Combination,  we
will,  in  all  likelihood,   become  subject  to  intense   competition  from
competitors  of  the  Target  Business.  In  particular,   certain  industries
which  experience  rapid  growth  frequently  attract  an  increasingly  large
number   of    competitors    including    competitors    with    increasingly
greater  financial,  marketing,  technical,  human  and other  resources  than
the  initial   competitors   in  the  industry.   The  degree  of  competition
characterizing   the  industry  of  any  prospective  Target  Business  cannot
presently be  ascertained.  There can be no assurance  that,  subsequent  to a
Business  Combination,  we will have the  resources  to  compete  effectively,
especially  to  the  extent  that  the  Target  Business  is in a  high-growth
industry.

Certain Securities Laws Considerations

      Under   the   Federal    securities   laws,    public   companies   must
furnish     stockholders     certain     information     about     significant
acquisitions,  which  information  may require  audited  financial  statements
for  an  acquired   company  with  respect  to  one  or  more  fiscal   years,
depending  upon  the  relative  size  of  the  acquisition.  Consequently,  we
will  only  be  able to  effect  a  Business  Combination  with a  prospective
Target  Business  that  has  available  audited  financial  statements  or has
financial statements which can be audited.

                       ITEM 3. CONTROLS AND PROCEDURES
               EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

            We maintain  disclosure  controls and procedures that are designed
to ensure  that  information  required to be  disclosed  in our  Exchange  Act
reports  is  recorded,  processed,  summarized  and  reported  within the time
periods  specified in the SEC's rules and forms,  and that such information is
accumulated and communicated to our management,  including our chief executive
officer  and  chief  financial  officer,  as  appropriate,   to  allow  timely
decisions  regarding  required  disclosure.  In designing and  evaluating  the
disclosure  controls and procedures,  management  recognized that any controls
and  procedures,  no matter how well designed and  operated,  can provide only
reasonable  assurance  of  achieving  the  desired  control  objectives,   and
management  necessarily  was required to apply its judgment in evaluating  the
cost-benefit relationship of possible controls and procedures.

            Within 90 days prior to the date of this  report,  we carried  out
an  evaluation,  under  the  supervision  and  with the  participation  of our
management,   including  our  chief  executive  officer  and  chief  financial
officer,  of the  effectiveness  of the design and operation of our disclosure
controls and procedures.  Based on the foregoing,  our chief executive officer
and chief financial officer concluded that the Company's  disclosure  controls
and procedures were effective.

CHANGES IN INTERNAL CONTROLS

            There  have not  been  any  significant  changes  in our  internal
controls or in other factors that could  significantly  affect these  controls
subsequent  to the  date  of  their  evaluation.  There  were  no  significant
deficiencies or material weaknesses,  and therefore no corrective actions were
taken for the quarter ended September 30, 2003.

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                            PART II - OTHER INFORMATION

Item 1.     Legal  Proceedings.  We are not a party to any  legal  proceeding.
We did have a judgment in the amount of  $170,705  against us entered in favor
of De Lage Landen Financial  Services.  We negotiated a settlement and release
of this  judgment  by paying  $35,000  and  issuing De Lage  Landen  Financial
Services 135,705 shares of our common stock.

      In  2001,  our  subsidiary,   Millennium  Memory,   Inc.,  a  California
corporation,  commenced  bankruptcy  proceedings  under  Chapter 7 of the U.S.
Bankruptcy  Code.  The  Chapter 7  proceeding  was  completed  and  Millennium
Memory, Inc., was liquidated and its liabilities extinguished.

Item 2. Changes in the Rights of the Company's Security Holders.  None.

Item 3. Defaults by the Company on its Senior Securities.  None

Item 4. Submission  of  Matters  to Vote of  Security  Holders.  No matter was
submitted to a vote of the  Company's  security  holders for the quarter ended
September 30, 2003.

Item 5. Other Information.

Item 6(a). Exhibits.   31.1  Certification   by the  Chief Executive  Officer
                       and Chief Financial Officer pursuant to Section 302 of
                       the Sarbanes-Oxley Act of 2002.

                       32.1  Certification by the Chief Executive Officer and
                       Chief Financial Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002.

Item 6(b). Reports on Form 8-K.  None.

                                  SIGNATURE

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


Dated:   November 14, 2003       MILLENNIUM ELECTRONICS, INC.



                                 By     /s/  Douglas P. Morris, President
                                        Chief Executive Officer
                                        Principal Financial Officer

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