UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                           FORM 10-QSB
     (Mark One)
     [x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

            For the three month period ended June 30, 2005

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

                  Commission file number  000-22515

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

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

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

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

       Securities registered pursuant to Section 12 (b) of the Act:
      Title of each class     Name of each exchange on which registered
           None                                   None

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

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

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

As of August 16, 2005, there were 28,995,607 common shares of the registrant
outstanding.
                                1
<PAGE>
PART I. FINANCIAL INFORMATION.

Item 1.  Financial Statements

The accompanying unaudited condensed financial statements of Speaking Roses
International, Inc. ("SRII" or the "Company") as of June 30, 2005 and for the
three and six months ended June 30, 2005 and 2004, have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial reporting and pursuant to the rules and
regulations of the Securities and Exchange Commission.  The unaudited
financial statements for the six months ended June 30, 2004 are combined
results of Millennium Electronics, Inc. (which had no active operations during
that period) and Speaking Roses, LLC. The financial statements do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements.  These financial statements should be read in conjunction with the
notes hereto, and the financial statements and notes thereto included in our
annual report on Form 10-KSB for the year ended December 31, 2004, which are
incorporated herein by this reference.

In management's discussion of operations and financial condition below, we
have compared the operating results and financial condition of SRII for the
three and six months ended June 30, 2005 and of SRII and Speaking Roses LLC
for the three and six months ended June 30, 2004.  We believe these
comparisons may not be meaningful and caution should be exercised by readers
in utilizing these comparisons.

All adjustments (consisting of normal recurring entries) necessary for the
fair presentation of our results of operations, financial position and changes
therein for the three and six months ended June 30, 2005 have been included.
The results of operations for the three and six months ended June 30, 2005 may
not be indicative of the results that may be expected for the year ending
December 31, 2005.
                                2
<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC.

                          BALANCE SHEET
                                                             June 30,
                                                                2005
                                                            ----------
                                                            (Unaudited)
                              ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                 $    73,894
  Accounts receivable, less allowance for losses
  of $38,369                                                     67,900
  Inventories                                                    37,680
  Prepaid Expenses                                               12,197
  Other current assets                                              978
                                                            -----------
    TOTAL CURRENT ASSETS                                        192,649
                                                            -----------
PROPERTY AND EQUIPMENT, at cost, net of
  accumulated depreciation of $96,730                           333,347
                                                            -----------
OTHER ASSETS
  Deposits                                                       11,952
  Patents and trademarks, net of accumulated
  amortization of $21,919                                       325,010
                                                            -----------
    TOTAL OTHER ASSETS                                          336,962
                                                            -----------
    TOTAL ASSETS                                            $   862,958
                                                            ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable, trade                                   $   334,721
  Accrued expenses                                              132,968
  Area development rights deposits                              100,000
  Accrued interest                                               19,194
  Deferred revenue                                              112,461
  Shareholder loans                                             250,000
  Current portion of capital lease obligations                   13,197
                                                            -----------
    TOTAL CURRENT LIABILITIES                                   962,541
                                                            -----------
CAPITAL LEASE OBLIGATIONS, less current portion above            12,888
                                                            -----------
Preferred Stock, par value $.001, authorized 30,000,000
  shares and 0 shares issued and outstanding                          -
Common Stock, par value $.001, authorized 70,000,000
  shares and 28,995,607 shares issued and outstanding            28,996
Additional paid-in capital                                    5,867,341
Accumulated deficit                                          (6,008,808)
                                                            -----------
                                                               (112,471)
                                                            -----------
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $   862,958
                                                            ===========
                    See Notes to Financial Statements.
                                3
<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC.

                     STATEMENTS OF OPERATIONS

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

COST OF GOODS SOLD            346,762       324,154     672,275       867,413
                          -----------   -----------  ----------   -----------
    GROSS PROFIT               21,029       196,773     135,279       381,059

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

    OPERATING LOSS           (929,018)     (677,016) (1,838,083)   (1,438,382)
                          -----------   -----------  ----------   -----------
OTHER INCOME (EXPENSE)
  Other Income                      -           309           -           571
  Debt forgiveness             14,203             -      14,203             -
  Interest income                 213         4,948         376         5,774
  Interest expense            (19,671)       (1,789)    (22,518)      (13,812)
                          -----------   -----------  ----------   -----------

    TOTAL OTHER INCOME
    (EXPENSE)                  (5,255)        3,468      (7,939)       (7,467)
                          -----------   -----------  ----------   -----------

    LOSS BEFORE PROVISION
    FOR INCOME TAXES         (934,273)     (673,548) (1,846,022)   (1,445,849)
                          -----------   -----------  ----------   -----------

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

    NET LOSS              $  (934,273)  $  (673,548)$(1,846,822)  $(1,445,949)
                          ===========   ===========  ==========   ===========

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED         $     (0.03)  $     (0.03) $    (0.07)  $     (0.06)

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

                        See Notes to Financial Statements.
                                4
<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC.

                     STATEMENTS OF CASH FLOWS

                                                       Six months ended
                                                           June 30,
                                                       2005           2004
                                                   -----------    ----------
                                                   (Unaudited)    (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                        $(1,846,822)   $(1,445,949)
  Adjustments to reconcile net loss to net cash
    flows from operating activities:
    Depreciation and amortization                      46,834         29,707
    Gain on sale of assets                                  -            (53)
    Debt forgiveness                                  (14,203)             -
  (Increase) decrease in operating assets:
    Accounts receivable                                (5,115)        42,389
    Inventories                                        (5,300)       (29,422)
    Prepaid expenses                                   15,734         10,502
    Other current assets                                 (978)
    Deposits                                           (5,667)        (1,500)
  Increase (decrease) in operating liabilities:
    Accounts payable, trade                           141,364        (51,115)
    Accrued expenses                                   76,230         16,253
    Area development rights deposits                  100,000              -
    Accrued interest                                   19,194              -
    Deferred revenue                                   16,288        (47,579)
                                                    ---------     ----------
       NET CASH FLOWS USED IN OPERATING ACTIVITIES (1,462,441)    (1,476,767)
                                                    ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in property and equipment               (115,166)      (119,140)
  Patents, trademarks and other intangibles           (65,922)      (110,544)
                                                    ---------     ----------
       NET CASH FLOWS USED IN INVESTING ACTIVITIES   (181,088)      (229,684)
                                                    ---------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from shareholder loans                     750,000              -
  Principal payments on notes payable                 (21,220)    (1,113,564)
  Proceeds from sale of common stock                  465,571      4,051,401
                                                    ---------     ----------
       NET CASH FLOWS PROVIDED BY FINANCING
       ACTIVITIES                                   1,194,351      2,937,837
                                                    ---------     ----------
       TOTAL INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS,                           (449,178)     1,231,386

       CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 523,072         41,723
                                                    ---------     ----------
       CASH AND CASH EQUIVALENTS, END OF PERIOD     $  73,894     $1,273,109
                                                    =========     ==========


                         See Notes to Financial Statements.
                                5

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

(1)  Summary of significant accounting policies

     Nature of operations   Speaking Roses International, Inc. (the "Company"
     or "SRII") owns proprietary technology used to emboss flowers and other
     products. The technology allows end users to request personalized floral
     arrangements using standardized or unique messages, logos, trademarks,
     and pictures. In addition to its own production, the Company has
     licensed that technology to large wholesale flower concerns and other
     parties to perform the actual embossing of flowers. In the United
     States, the Company sells embossed flowers and bouquets containing
     embossed flowers directly to individuals, businesses, florists, chain
     stores, funeral homes and large wedding and corporate event planners
     with production and fulfillment primarily provided by licensed wholesale
     flower providers. The Company is developing a retail distribution model
     in which third parties will provide sales and fulfillment to end users.
     The Company also licenses the technology and equipment to exclusive
     licensees in the international markets.

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

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

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

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

                               6

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

(1)  Summary of significant accounting policies (Continued)

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

     Patents and trademarks   Specific costs related to obtaining certain
     patents and trademarks of the Company have been capitalized.  Patents
     and trademarks are amortized over their legal life of 20 years from the
     date of filing.

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

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

        Assets                                                   Useful Lives

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

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

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

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

                               7
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS


(1)  Summary of significant accounting policies (Continued)

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

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

     Income Taxes   Income taxes are accounted for under the asset and
     liability method. Deferred income tax assets and liabilities are
     recognized for the future tax consequences attributable to differences
     between the financial statement carrying amounts of the existing assets
     and liabilities and their respective tax basis using enacted tax rates
     in effect for the year in which the differences are expected to affect
     taxable income. The Company provides a valuation allowance for deferred
     tax assets when it does not believe that it is more likely than not that
     the deferred tax assets will be realized. At June 30, 2005, the Company
     has recorded a full valuation allowance on its deferred income tax
     assets.

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

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

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

                               8
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

(1)  Summary of significant accounting policies (Continued)

                  For the three months ended     For the three months ended
                          June 30, 2005                  June 30, 2004
                  ------------------------------ -----------------------------
                              Weighted     Per              Weighted    Per
                              Average    Shares             Average    Shares
                   Net Loss    Shares    Amount   Net Loss   Shares    Amount
                  ---------  ---------- -------- --------- ----------- -------
Basis EPS         $(934,273) 27,783,519 $ (0.03) $(673,548) 26,028,175 $(0.03)

Effect of stock
options                         300,000

Anti-dilutive
stock options                  (300,000)
                  ---------  ---------- -------  ---------  ---------- ------
Diluted EPS       $(934,273) 27,783,519 $ (0.03) $(673,548) 26,028,175 $(0.03)
                  =========  ========== =======  =========  ========== ======

                    For the six months ended       For the six months Ended
                            June 20, 2005                  June 30, 2004
                  ------------------------------ -----------------------------
                              Weighted     Per              Weighted    Per
                              Average    Shares             Average    Shares
                 Net Loss      Shares    Amount   Net Loss   Shares    Amount
              -----------  ---------- -------- ----------  ---------- -------
Basis EPS     $(1,846,822) 27,574,405 $ (0.07)$(1,445,949) 24,614,806 $(0.06)

Effect of stock
options                       300,000

Anti-dilutive
stock options                (300,000)
              -----------  ---------- -------  ----------  ---------- ------
Diluted EPS   $(1,846,822) 27,574,405 $ (0.07)$(1,445,949) 24,614,806 $(0.06)
              ===========  ========== =======  ==========  ========== ======

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

                               9
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS


(1)  Summary of significant accounting policies (Continued)

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

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

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

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

                               10
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

(1)  Summary of significant accounting policies (Continued)

                               Three months ended         Six months ended
                                   June 30,                   June 30,
                              2005          2004         2005        2004
                          ---------      ---------    --------     --------
       Net Loss
            As reported   $(934,273)     $(673,548) $(1,846,822) $(1,445,949)
            Pro forma      (934,273)      (673,548)  (1,846,822) $(1,445,949)

       Loss per share
            As reported       (0.03)     $   (0.03) $     (0.07) $     (0.06)
            Pro forma         (0.03)         (0.03)       (0.07)       (0.06)


     For the purpose of the above table, the fair value of each stock option
     grant is estimated as of the date of the grant using the Black-Scholes
     option pricing method with the following weighted-average assumptions
     used for grants during fiscal 2004: a risk-free interest rate of
     approximately 4.25%; a dividend yield of 0%; a weighted-average expected
     life of 9.90 years; and a volatility factor of the expected market price
     of the Company's common stock of 1.34. The weighted average fair value
     of options granted during fiscal 2004 was $1.60.

     Receivables   The Company records an allowance for bad debts on accounts
     receivable based on the collection history of the specific account
     receivable. There was an allowance for bad debts at June 30, 2005 of
     $38,369.

     Concentrations of credit risk - Financial instruments which potentially
     subject the Company to concentrations of credit risk consist of cash and
     cash equivalents. The Company places its cash and cash equivalents with
     federally insured financial institutions. At June 30, 2005, the
     Company's cash in banks did not exceed the federally insured limits.

     Recent Pronouncements   The Financial Accounting Standards Board (FASB)
     issued SFAS No. 123R, Share-Based Payment, which is effective for
     reporting periods beginning after December 15, 2005.  Statement 123R
     replaces FASB Statement No. 123, Accounting for Stock-Based
     Compensation, and supersedes APB Opinion No. 25, Accounting for Stock
     Issued to Employees.  Statement 123, as originally issued in 1995,
     established as preferable a fair-value-based method of accounting for
     share-based payment transactions with employees.  However, the statement
     permitted entities the option of continuing to apply the guidance of
     Opinion 25, as long as the footnotes to the financial statements
     disclosed what net income would have been had the preferable fair-value-
     based method been used.  Currently, in accordance with APB Opinion 25,
     the Company records the intrinsic value of stock based compensation as
     expense.  Accordingly, no compensation expense is currently recognized
     for fixed stock plans as the exercise price equals the stock price on
     the date of the grant.  Under SFAS 123R, the Company will be required to
     measure compensation expense over the options' vesting period based on
     the stock options' fair value at the date the options are granted.  SFAS
     123R allows for the use of the Black-Scholes or a lattice option-pricing
     model to value such options.  The Company has not determined which
     option-pricing model will be used in valuing such options.  As allowed
     by SFAS 123R, the Company can also elect either the Modified Prospective
     Application (MPA) or the Modified Retrospective Application (MRA), to
     determine the presentation of expense.  The MPA applies the

                               11
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS


(1)  Summary of significant accounting policies (Continued)

     Statement to new awards and modified awards after the effective date,
     and to any unvested awards as service is rendered on or after the
     effective date.  The MRA can apply the Statement to either all prior
     years for which SFAS 123 was effective or only to prior interim periods
     in the year of adoption.  The Company has chosen to apply the MPA
     method.  Note 1 of the Financial Statements illustrates the effects on
     net income and earnings per share if the Company had adopted SFAS No.
     123, Accounting for Stock-Based Compensation, using the Black-Scholes
     option-pricing model.

     The Company is evaluating the requirements under SFAS 123R and expects
     the adoption will result in no additional compensation expense in our
     statements of operations.  The pro forma impact of recognizing
     compensation expense for options issued are illustrated in Note 1 of the
     Financial Statements, Accounting for Stock-Based Compensation.

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

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

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

(2)  Going concern

     The accompanying financial statements have been prepared on a going
     concern basis, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business.  The
     Company has incurred aggregate net operating losses of $6,008,808 and
     operating losses of $934,273 and $673,548 for the three months

                               12
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS


(2)  Going concern (Continued)

     ended June 30, 2005 and 2004, respectively and $1,846,822 and $1,445,949
     for the six months ended June 30, 2005 and 2004, respectively. At June
     30, 2005 and July 31, 2005, the Company had cash available to fund
     operations of $73,894 and $88,834, respectively.

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

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

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

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

(3)  Property and equipment

                                                       June 30,
                                                      ---------
                                                         2005
                                                      ---------
       Printing equipment                             $  72,293
       Engraving equipment                               20,460
       Machinery and equipment                           73,939
       Furniture and fixtures                           111,417
       Computer equipment                                79,585
       Software                                          37,794
       Leasehold improvements                            34,589
                                                      ---------
                                                        430,077
       Accumulated depreciation and amortization        (96,730)
                                                      ---------
          Net property and equipment                  $ 333,347
                                                      =========


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

                               13
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS



(3)  Property and equipment (Continued)


                                                     June 30,
                                                     --------
                                                       2005
                                                     --------
        Telephone equipment                          $  6,714
        Furniture & Fixtures                            7,460
        Printing equipment                             84,195
                                                     --------
                                                       98,369
        Accumulated amortization                      (50,035)
                                                     --------
           Net property and equipment under
           capital leases                            $ 48,334
                                                     ========

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

(4)  Intangible assets

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

                                                     June 30,
                                                    ---------
                                                       2005
                                                    ---------
       Amortized intangibles
          Patents                                   $ 179,386
          Trademarks                                  167,543
                                                    ---------
             Total                                  $ 346,929

             Accumulated amortization               $  21,919
                                                    ---------
             Total intangible assets                $ 325,010
                                                    =========

(5)  Accounts payable, trade

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

 (6) Area development rights deposits

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

                               14
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS


(7)  Deferred revenue

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

(8)  Shareholder Loans

     During the six months ended June 30, 2005 three shareholders each loaned
     $250,000 to the Company. Two of the loans, totaling $500,000, were 90
     day short term loans with interest accruing at the rate of 12% per annum
     and secured by an aggregate of 1,000,000 shares of the Company's common
     stock. These loans reached maturity on June 25, 2005 and, due to the
     inability of the Company to repay the loans, the Company issued
     1,000,000 shares of its common stock in exchange for cancellation of the
     loans. The third loan is a 90 day short term loan with interest accruing
     at the rate of 8% per annum.

(9)  Capital leases

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


    Years Ending December 31,
    -------------------------
           2005                                     $13,197
           2006                                       4,620
           2007                                       4,620
           2008                                       4,620
           2009                                       3,033
                                                    -------
    Total minimum lease payments                     30,090

    Less amount representing interest                 4,005
                                                    -------
    Present value of net minimum lease payments     $26,085
                                                    =======

                               15
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS



(10) Stockholders' Equity

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

     Also during the six months ended June 30, 2005 1,000,000 shares of the
     Company's $.001 par value common stock were issued in exchange for
     cancellation of loans.

(11) Stock option plan

     During the fiscal year ended December 31, 2004, the Company's Board of
     Directors adopted the "2004 Speaking Roses Equity Incentive Plan." The
     stock option plan provides that options will be granted at an exercise
     price equal to or greater than the fair market value, vest over four
     years and have an exercise period of ten years. The Company has set
     aside 5,000,000 shares of its common stock to administer the plan and
     make available to employees, directors and non-employee consultants.

     On November 22, 2004, 300,000 options under the "2004 Speaking Roses
     Equity Incentive Plan" were granted and vested to members of the
     Company's Board of Directors. The stock options were granted at an
     exercise price equal to the fair market value on the date of the grant.
     The Company's quoted stock price on November 22, 2004 was $1.60 per
     share. No options were granted during the three and six months ended
     June 30, 2005 and 2004.

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

     Granted                                 300,000           1.60
     Exercised                                     -              -
     Canceled                                      -              -

Outstanding, December 31, 2004               300,000           1.60

     Granted                                       -              -
     Exercised                                     -              -
     Canceled                                      -              -
                                             -------       --------
Outstanding, June 30, 2005                   300,000       $   1.60
                                             =======       ========

(12) Operating leases

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

(13) Income Taxes

     The Company has net operating loss carryforwards and other timing
     differences which give rise to a deferred tax asset. Because the Company
     has no assurance that the tax benefit from the net operating loss and
     other timing differences will ever be realized, a valuation allowance
     has been provided equal to the amount of the net deferred tax assets.
     Income tax expense for the three and six months ended June 30, 2005 and
     2004 represent minimum state income taxes actually paid during those
     periods.

                               16
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS





(14) Related party transactions

     For the three months ended June 30, 2005 and 2004, the Company paid
     management and consulting fees of $0 and $10,295, respectively and $0
     and $29,262 for the six months ended June 30, 2005 and 2004,
     respectively, to companies controlled by affiliates of certain principal
     shareholders of the Company.

(15) Cash flow disclosures

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

     During the six months ended June 30, 2005, the Company issued 1,000,000
     shares of its common stock in exchange for cancellation of two
     shareholder loans totaling $500,000.

(16) Subsequent events

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

                               17
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan

This Management's Discussion and Analysis or Plan ("MD&A") should be read in
conjunction with our interim financial statements and notes thereto which
appear elsewhere in this Quarterly Report and the MD&A contained in our Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission (the
"SEC") on April 7, 2005. The following discussion contains forward-looking
statements and should also be read in conjunction with "Forward Looking
Statements" below. All amounts presented in the MD&A are rounded to the
nearest thousand.

Overview

We own proprietary technology used to emboss flowers and other products. The
technology allows end users to request personalized floral arrangements using
standardized or unique messages, logos, trademarks, and pictures. In addition
to our own production, we have licensed that technology to large wholesale
flower concerns and other parties to perform the actual embossing of flowers.
In the United States, we sell embossed flowers and bouquets containing
embossed flowers directly to individuals, businesses, florists, chain stores,
funeral homes and large wedding and corporate event planners with production
and fulfillment primarily provided by licensed wholesale flower providers. The
Company is developing a retail distribution model in which third parties will
provide sales and fulfillment to end users. We also license the technology and
equipment to exclusive licensees in the international markets.

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

Set forth below are comparisons of financial statement information for the
three and six month periods ended June 30, 2005 and June 30, 2004.  The
unaudited financial statements for the six months ended June 30, 2004 are
combined results of Millennium Electronics, Inc. (which had no active
operations) and SR.

We believe the comparison of financial statement information for the three and
six months ended June 30, 2005 with financial statement information for the
same period during the previous year may not provide meaningful information
regarding our financial position or the results of operations.  Persons who
review the following information should carefully consider the following:

     *    Under applicable accounting regulations, our operations are
          treated as continuations of the operations of SR, rather than
          Millennium Electronics, Inc.
     *    SR was a non-corporate entity for tax purposes and the tax
          benefits and burdens of its operations were generally attributed
          to its members.  As a result, SR may have treated certain aspects
          of its operations in a manner differently than it would have
          treated those aspects if had been a taxable corporate entity.  We
          have made no adjustments in the comparative information provided
          below with respect to SR's operations to account for any such
          potential differences, nor have we highlighted those areas where
          the results of SR's financial operations may have been different
          it if had been operated in a taxable corporate form.
                                18
<PAGE>
Interim results are not necessarily indicative of results for future quarters
or the full fiscal year.

Results of Operations

Sales

Sales for the three and six months ended June 30, 2005 were $368,000 and
$808,000 compared to sales of $521,000 and $1,248,000 for the same periods in
the prior year.  Our net loss before income taxes for the first three and six
months of 2005 was $934,000 or ($.03) per share and $1,847,000, or ($.07) per
share compared to $674,000, or ($.03) per share and $1,446,000, or ($.06) per
share for the same three and six months ended June 30, 2004.  The decrease was
due primarily to slower sales to mass marketers resulting from competitive
pressure.  We also decreased our sales efforts in that channel as we change
our strategic direction toward retail, rather than wholesale distribution.

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

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

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

Cost of Goods Sold

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

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

Selling and Marketing

Selling and marketing expenses were $512,000 and $1,095,000 for the three and
six months ended June 30, 2005, respectively and $472,000 and $846,000 for the
three and six months ended June 30, 2004, respectively. The increases in
selling and marketing costs for the three and six months ended June 30, 2005
compared to the same periods in 2004 are primarily due to increased marketing
expenses, including the hiring of additional employees and the planned
increase in marketing expenditures.
                                19
<PAGE>
General and administrative

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

Income taxes

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

Income tax expense for the three and six months ended June 30, 2005 and 2004
represent minimum state income taxes actually paid during those periods.

Liquidity and Capital Resources

Cash, cash equivalents, and marketable securities

The Company had cash and cash equivalents of $74,000 at June 30, 2005. Cash
and cash equivalents are currently invested in secure investment grade money
market accounts with the over-riding objective of safety of principal.

Cash Flows

Cash flows used in operations were ($1,462,000) and ($1,477,000) for the six
months ended June 30, 2005 and 2004, respectively. Because our operational
earnings are currently insufficient to fund our operations, SRII has relied on
funding from outside sources. During the six months ended June 30, 2005, we
received $466,000, net of offering expenses, from the sale of stock in a
private placement and $750,000 in loans from shareholders.  $500,000 of those
loans was cancelled in exchange for issuance of 1,000,000 shares of the
Company's common stock.

Capital Expenditures

Capital expenditures totaled $181,000 and $230,000 for the six months ended
June 30, 2005 and 2004, respectively. Expenditures in 2005 were primarily for
leasehold improvements, office equipment, software and patent and trademark
applications.
                                20
<PAGE>

Financing

During the three and six months ended June 30, 2005, the Company issued
656,000 shares of its $.001 par value common stock ("Common Stock") to
unrelated accredited investors at a price of $.75 per share. Also during the
three months ended June 30, 2005, the Company collected fees of $100,000 for
rights to be an area developer of retail distribution outlets. The area
developer will have the right to, within sixty days of being provided with an
area development agreement, either enter into the area development agreement
or receive 133,333 shares of common stock of the Company. The Company received
$750,000 in loans from shareholders. The notes are 90 day short term loans.

SRII has not achieved quarterly or annual profits as either SR (prior to the
SR acquisition) or as SRII. Accordingly, until we prove to be profitable, we
can give no assurances that we have sufficient capital resources or liquidity
to satisfy working capital and operating requirements beyond our current cash
balances.  The Company's ability to continue as a going concern is dependent
upon its ability to generate future profits and to generate sufficient capital
to meet its obligations on a timely basis. The Company is attempting to raise
additional funds. No assurance can be given that the Company will be able to
obtain such financing on terms favorable to the Company or at all. To fund
future growth and operations, it will be necessary to either raise additional
capital or produce earnings that can be used for operations of the business.
During the three and six months ended June 30, 2005, expenses exceeded our
revenues by approximately $934,000 and $1,847,000. Net cash flows used in
operating activities during the six months ended June 30, 2005 and 2004 were
$1,462,000 and $1,477,00.

We had approximately $74,000 in available cash and cash equivalents at June
30, 2005 to fund future operations and capital expenditures. Based on our
current business plan, our management believes we can sufficiently increase
revenues, generate profits and obtain additional capital to fund further
losses to ensure the ongoing viability of the enterprise. If we need
additional financing, and acquire that funding through the issuance of equity
securities, our shareholders may experience dilution in the value per share of
their equity securities.  If we acquire the funding through the issuance of
debt, that financing could result in a substantial portion of our cash flows
from operations being dedicated to the payment of principal and interest on
that indebtedness, and could render us more vulnerable to competitive
pressures and economic downturns.  We can give no assurances that we will be
able to obtain additional financing, either through debt or equity, on terms
that are acceptable to us, or at all. Any additional sale of common stock or
debt securities would result in additional dilution to the Company's
shareholders.

Estimated capital expenditures for the next six months (through the end of
fiscal 2005) are approximately $300,000. We believe we will have the ability
to plan and execute our capital spending and expenses in the future as we
execute our business plan by varying the extent of our licensing activities,
hiring practices and promotional activities.  If we elect to slow the speed,
or narrow the focus, of our business plan, we may be able to reduce our
capital expenditures and losses.  Our actual ability to effectuate our
proposed business plan will depend on a number of factors including:

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

     *    the success of our retail distribution business plan;

     *    our ability to protect our intellectual property;
                                21
<PAGE>

     *    our ability to continue to raise capital; and

     *    factors over which we have little or no control, such as
          regulatory changes, changes in technology, failures by third
          parties to meet their contractual obligations or significant
          changes in the competitive environment in which we will operate.

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

The financial statements included herein have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  We have incurred aggregate net
operating losses of $6,009,00 and operating losses of $934,000 and $674,000
for the three months ended June 30, 2005 and 2004, respectively and $1,847,000
and $1,446,000 for the six months ended June 30, 2005 and 2004, respectively.
At June 30, 2005 and July 31, 2005, we have cash available to fund operations
of $74,000 and $89,000, respectively.

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

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

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

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

Forward-looking statements

This report includes forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended (the "34 Act").  Although we believe our expectations
regarding future events are based on reasonable assumptions within the bounds
of our knowledge, these forward looking statements are subject to risks and
uncertainties that could prevent our goals from being achieved.  Important
factors that could cause actual results to differ materially from those in the
forward looking statements include the effects of competition, legislative and
regulatory developments, conditions of the capital markets and equity markets
and, in general, our ability to achieve the goals described in this report as
well as other factors contained in other cautionary statements included in
this report.
                                22
<PAGE>
Certain statements contained in this report, including without limitation,
statements containing the words "will," "anticipate," "believe," "intend,"
"estimate," "expect," "project" and words of similar import, constitute
forward looking statements, although not all forward looking statements
contain such identifying words.  Forward looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward looking statements.  Those risks, uncertainties and other factors
include, among others, the following:

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

     *    the acceptance by the public of our product concept;

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

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

     *    our ability to manage growth;

     *    technological changes; and

     *    competitive factors.

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

ITEM 3.  CONTROLS AND PROCEDURES

In accordance with the rules promulgated under the 34 Act, our management has
evaluated, with the participation of our president and chief executive officer
and our acting chief financial officer, the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule 13a-
15(e) under the 34 Act) as of the end of the fiscal quarter ended June 30,
2005. Based upon their evaluation of these disclosure controls, our chief
executive officer and our chief financial officer concluded that the
disclosure controls and procedures that were in place were effective to insure
that they were made aware of the material information relating to our
operation during the period.
                                23
<PAGE>
There was no change in our internal control over financial reporting that
occurred during our second fiscal quarter ended June 30, 2005, that materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

Our management, including our chief executive officer and our chief financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, but not
absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their cause. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and incidences of fraud, if any, within a company have been detected. These
inherent limitations reflect the fact that judgments and decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls also is based, in part, upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because
of changes and conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost
effective control system, errors due to fraud may occur and still not be
detected.

PART II  OTHER INFORMATION

Item 2.   Changes in Securities


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

During the period ended June 30, 2005, we also issued 1,000,000 shares of
Common Stock to two investors in exchange for cancellation of $500,000 of
notes.  The two investors are nonaffiliated accredited investors.  We believe
the issuance of these securities was exempt from the registration requirements
of the Securities Act of 1933, as amended (the "33 Act"), pursuant to Sections
4(2) and other provisions of the 33 Act. The investors were "accredited
investors" and represented that they were acquiring the common shares for
investment and without a view to their distribution in violation of the
federal or state securities laws, and that they understood that the common
shares were being sold in reliance upon exemptions from registration under the
federal and state securities laws and that they were, therefore, "restricted
securities" subject to significant restrictions on transfer. The certificates
evidencing the shares bear standard restrictive legends.
                                24
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Item 4.  Submission of Matters to a Vote of Security Holders

None


Item 6.  Exhibits and Reports on Form 8-K

 (A) EXHIBITS
The exhibits listed below are hereby filed with the Securities and Exchange
Commission as part of this Quarterly Report on Form 10-QSB. Certain of the
following exhibits have been previously filed with the Commission pursuant to
the requirements of the 33 Act or the 34 Act. Those exhibits are identified by
the parenthetical references following the listing of each such exhibit and
are incorporated herein by reference. We will furnish a copy of any exhibit
upon request, but a reasonable fee will be charged to cover our expense in
furnishing such exhibit.

Exhibit   Description

2.1       Agreement and Plan of Merger between Millennium Electronics, Inc.
          and Speaking Roses International, Inc.(1)
3.1       Articles of Incorporation of Speaking Roses International, Inc (1)
3.2       Bylaws of Speaking Roses International, Inc. (1)
10.1      Contribution Agreement between Speaking Roses, LLC and Millennium
          Electronics, Inc. (2)
14        Codes of Ethics (3)
31        Certifications required by Rule 13a-15(e) and 15d-15(e).
32        Section 1350 Certifications
________________
(1) Incorporated by reference from our information statement on Schedule 14C
filed December 23, 2003.

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

(3) Incorporated by reference from our annual report on Form 10-KSB filed
April 13, 2004.

(B) REPORTS ON FORM 8-K

The following reports on Form 8-K were filed during the three months ended
June 30, 2005:

     Report Filing Date       Item Reported

(a)  Current Report on Form 8-K   Patented granted by the United States
     filed May 13, 2005           Patent and Trademark Office
(b)  Current report on Form 8-K   Appointment of new Chief Executive Officer
     filed May 25, 2005
                                25
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                            SIGNATURES

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


SPEAKING ROSES INTERNATIONAL, Inc.

By:   /s/ John W. Winterholler
      John W. Winterholler
      President and
      Chief Executive Officer
Date: August 19, 2005

By:   /s/ Dan Mumford
      Dan Mumford
      Acting Chief Financial Officer
Date: August 19, 2005
                                26
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