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 March 31, 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 May 17, 2005, there were 27,695,607 common shares of the registrant
outstanding.
<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 March 31, 2005 and for the
three months ended March 31, 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 three months ended March 31, 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 months ended March 31, 2005 and of SRII and Speaking Roses LLC for the
three months ended March 31, 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 months ended March 31, 2005 have been included.  The
results of operations for the three months ended March 31, 2005 may not be
indicative of the results that may be expected for the year ending December
31, 2005.

<PAGE>

                SPEAKING ROSES INTERNATIONAL, INC.

                          BALANCE SHEET
                                                             March 31,
                                                                2005
                                                            ----------
                                                            (Unaudited)
                              ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                 $   640,151
  Accounts receivable, less allowance for losses
  of $37,656                                                    121,162
  Inventories                                                    29,733
  Prepaid Expenses                                               13,669
                                                            -----------
    TOTAL CURRENT ASSETS                                        804,715
                                                            -----------
PROPERTY AND EQUIPMENT, at cost, net of
  accumulated depreciation of $75,746                           258,952
                                                            -----------
OTHER ASSETS
  Deposits                                                        6,285
  Patents and trademarks, net of accumulated
  amortization of $17,754                                       294,782
                                                            -----------
    TOTAL OTHER ASSETS                                          301,067
                                                            -----------
    TOTAL ASSETS                                            $ 1,364,734
                                                            ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable, trade                                   $   417,964
  Accrued expenses                                              224,159
  Deferred revenue                                               87,798
  Shareholder loans                                             501,129
  Current portion of capital lease obligations                   23,094
                                                            -----------
    TOTAL CURRENT LIABILITIES                                 1,254,144
                                                            -----------
CAPITAL LEASE OBLIGATIONS, less current portion above            13,788
                                                            -----------
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 27,695,607 shares issued and outstanding            27,696
Additional paid-in capital                                    5,143,641
Accumulated deficit                                          (5,074,535)
                                                            -----------
                                                                 96,802
                                                            -----------
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY              $ 1,364,734
                                                            ===========
                    See Notes to Financial Statements.

<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC.

                     STATEMENTS OF OPERATIONS

                                                        Three months ended
                                                             March 31,
                                                         2005         2004
                                                    -----------    ----------
                                                     (Unaudited)   (Unaudited)
SALES
  Product sales                                     $   385,449   $   659,392
  License fees and other revenue                         43,814        50,516
  Royalties                                              10,500        17,637
                                                    -----------   -----------
                                                        439,763       727,545

COST OF GOODS SOLD                                      325,513       543,259
                                                    -----------   -----------
    GROSS PROFIT                                        114,250       184,286

OPERATING EXPENSES
  Sales and marketing expenses                          583,716       373,391
  General and administrative expenses                   439,599       572,261
                                                    -----------   -----------
                                                      1,023,315       945,652

    OPERATING LOSS                                     (909,065)     (761,366)
                                                    -----------   -----------
OTHER INCOME (EXPENSE)
  Other Income                                                -           262
  Interest income                                           163           826
  Interest expense                                       (2,847)      (12,023)
                                                    -----------   -----------

    TOTAL OTHER INCOME (EXPENSE)                         (2,684)      (10,935)
                                                    -----------   -----------

    LOSS BEFORE PROVISION FOR INCOME TAXES             (911,749)     (772,301)
                                                    -----------   -----------

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

    NET LOSS                                        $  (912,549)  $  (772,401)
                                                    ===========   ===========

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING
     Basic                                           27,362,967    22,949,247
     Diluted                                         27,362,967    22,949,247

                        See Notes to Financial Statements.

<PAGE>
                SPEAKING ROSES INTERNATIONAL, INC.

                     STATEMENTS OF CASH FLOWS

                                                       Three months ended
                                                            March 31,
                                                       2005           2004
                                                   -----------    ----------
                                                   (Unaudited)    (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $(912,549)   $  (772,401)
  Adjustments to reconcile net loss to net cash
    flows from operating activities:
    Depreciation and amortization                      21,685         12,940
  (Increase) decrease in operating assets:
    Accounts receivable                               (58,377)         2,501
    Inventories                                         2,648        (21,147)
    Prepaid expenses                                   14,262         10,000
  Increase (decrease) in operating liabilities:
    Accounts payable, trade                           210,401        (18,725)
    Accrued expenses                                  163,985        600,841
    Accrued interest                                    1,129              -
    Deferred revenue                                   (8,375)       (30,313)
                                                    ---------     ----------
       NET CASH FLOWS USED IN OPERATING ACTIVITIES   (565,191)      (216,304)
                                                    ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in property and equipment                (19,787)       (50,321)
  Patents, trademarks and other intangibles           (31,528)       (73,784)
                                                    ---------     ----------
       NET CASH FLOWS USED IN INVESTING ACTIVITIES    (51,315)      (124,105)
                                                    ---------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from shareholder loans                     500,000              -
  Principal payments on notes payable                  (6,986)    (1,111,987)
  Proceeds from sale of common stock                  240,571      3,640,369
                                                    ---------     ----------
       NET CASH FLOWS PROVIDED BY FINANCING
       ACTIVITIES                                     733,585      2,528,382
                                                    ---------     ----------
       TOTAL INCREASE IN CASH AND
         CASH EQUIVALENTS,                            117,079      2,187,973

       CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 523,072         41,723
                                                    ---------     ----------
       CASH AND CASH EQUIVALENTS, END OF PERIOD     $ 640,151     $2,229,696
                                                    =========     ==========


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

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(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. 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
     intends to license the technology and the equipment used for the
     embossing process and to outsource fulfillment to third parties as its
     primary business operation. As a result, the Company will only operate
     in that market segment for the foreseeable future. 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 materially 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.

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(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 - 5 years
      Furniture and fixtures                                 3 - 5 years
      Computer equipment                                         5 years
      Software                                                   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 our 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 months ended March 31, 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. At March 31,
     2005, the Company did not record any impairment charges for its
     intangible assets.

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(1)    Summary of significant accounting policies (Continued)

  Advertising costs - Advertising costs are charged to operations when
  incurred. Advertising expense was $19,255 and $286,587 for the three
  months ended March 31, 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 March
  31, 2005 and 2004 were $5,250 and $6,344, respectively, and are included
  in general and administrative expenses on the condensed statements 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 March 31, 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 months
  ended March 31, 2005 and 2004.

                    Period Ended March 31, 2005   Period Ended March 31, 2004
                  ------------------------------ -----------------------------
                              Weighted     Per              Weighted    Per
                              Average    Shares             Average    Shares
                   Net Loss    Shares    Amount   Net Loss   Shares    Amount
                  ---------  ---------- -------- --------- ----------- -------
Basis EPS         $(912,549) 27,362,967 $ (0.03) $(772,401) 22,949,247 $(0.03)

Effect of stock
options                         300,000

Anti-dilutive
stock options                  (300,000)
                  ---------  ---------- -------  ---------  ---------- ------
Diluted EPS       $(912,549) 27,362,967 $ (0.03) $(772,401) 22,949,247 $(0.03)
                  =========  ========== =======  =========  ========== ======

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(1)    Summary of significant accounting policies (Continued)

Common stock equivalents for the three months ended March 31, 2005 and 2004
were not included in the computation of diluted earnings per share because
they were anti-dilutive.

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. In accordance with Emerging Issues Task
Force No. 99-19 "Reporting Revenue Gross as a Principal versus Net as an
Agent" (EITF 99-19), the Company recognizes revenue on a gross basis for
direct product sales.   Gross sales are reduced by returns, chargebacks and
other discounts to obtain such sales.

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

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

The Company record provisions against revenue for sales returns and allowances
on product and other sales in the same period as the related revenue is
recorded.  The Company also records 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 the Company uses
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
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(1)    Summary of significant accounting policies (Continued)

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:

                                       Period ended March 31,
                                        2005          2004
                                     ---------      ---------
       Net Loss
            As reported              $(912,549)     $(772,401)
            Pro forma                 (912,549)      (772,401)

       Loss per share
            As reported                  (0.03)         (0.03)
            Pro forma                    (0.03)         (0.03)

  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 March 31, 2005 of
  $37,656.

  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 March 31, 2005, the Company's
  cash in banks exceeded the federally insured limits by $306,960.

  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

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(1)    Summary of significant accounting policies (Continued)

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

  The Company is evaluating the requirements under SFAS 123R and expects the
  adoption 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
  by the beginning of their 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 $5,074,535 and operating
  losses of $912,549 and $772,401 for the three months
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(2)    Going concern (Continued)

  ended March 31, 2005 and 2004, respectively.  At March 31, 2005 and April
  30, 2005, the Company had cash available to fund operations of $640,151
  and $258,882, 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 three months ended March 31, 2005 the Company issued
  356,400 shares of its common stock and received net proceeds of $240,570.

  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

                                                       March 31,
                                                      ---------
                                                         2005
                                                      ---------
       Printing equipment                             $  75,339
       Machinery and equipment                           99,721
       Furniture and fixtures                            56,053
       Computer equipment                                72,643
       Software                                          30,942
                                                      ---------
                                                        334,698
       Accumulated depreciation and amortization        (75,746)
                                                      ---------
          Net property and equipment                  $ 258,952
                                                      =========

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

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(3)  Property and equipment (Continued)

                                                     March 31,
                                                     --------
                                                       2005
                                                     --------
        Telephone equipment                          $  6,714
        Furniture & Fixtures                            7,460
        Printing equipment                             31,612
                                                     --------
                                                       45,786
        Accumulated amortization                      (10,040)
                                                     --------
           Net property and equipment under
           capital leases                            $ 35,746
                                                     ========

The aggregate depreciation and amortization charged to operations was $17,903
and $11,635 for the three months ended March 31, 2005 and 2004, respectively.

(4)  Intangible assets

Amortization expense was $3,782 and $1,305 for the three months ended March
31, 2005 and 2004, respectively.

                                                     March 31,
                                                    ---------
                                                       2005
                                                    ---------
       Amortized intangibles
          Patents                                   $ 168,492
          Trademarks                                  144,044
                                                    ---------
             Total                                  $ 312,536

             Accumulated amortization               $  17,754
                                                    ---------
             Total intangible assets                $ 294,782
                                                    =========


(5)    Accounts payable, trade

  During the three months ended March 31, 2005, the Company's accounts
  payable balance included two balances owed to vendors that exceeded 5% of
  total current liabilities. The amounts, $83,160 and $104,998 were payable
  to the Company's advertising consultant firm and patent attorney,
  respectively.

(6)    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 March 31, 2005, the Company has unamortized
  deferred revenue of $87,798. During the period ended March 31, 2005 the
  Company recognized $28,375 of the deferred revenue.
<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(7)    Capital leases

  The Company has capitalized lease obligations for $36,882 at March 31,
  2005.  The current portion of the capitalized lease obligations is
  $23,094. 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                                     $25,435
           2006                                       4,620
           2007                                       4,620
           2008                                       4,620
           2009                                       3,033
                                                    -------
    Total minimum lease payments                     42,328

    Less amount representing interest                 5,446
                                                    -------
    Present value of net minimum lease payments     $36,882
                                                    =======

(8)    Shareholder Loans

  During the three months ended March 31, 2005 two shareholders each loaned
  $250,000 to the Company. The loans are 90 day short term loans with
  interest accruing at the rate of 12% per annum. The short term promissory
  notes are secured by the Company's Common Stock.

(9)    Stockholders' Equity

  During the three months ended March 31, 2005, the Company issued 356,400
  shares of its $.001 par value common stock ("Common Stock") to four
  unrelated accredited investors. The total proceeds were $267,300 less
  offering expenses of $26,730.

(10)   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 months ended March 31, 2005.

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005


(10)   Stock option plan (Continued)
                                                           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, March 31, 2005                  300,000       $   1.60
                                             =======       ========

(11)    Operating leases

  The Company leases multiple facilities for its general, selling and
  production activities. Rent expense for the three months ended March 31,
  2005 and 2004 was $18,655 and $14,841, respectively.

(12)   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 periods ended March 31, 2005 and 2004 represent
  minimum state income taxes actually paid during those periods.

(13)    Related party transactions

  For the three months ended March 31, 2005 and 2004, the Company paid
  management and consulting fees of $0 and $18,967, respectively, to
  companies controlled by affiliates of certain principal shareholders of
  the Company.

(14)   Cash flow disclosures

  Cash consists of cash on hand and demand deposits with financial
  institutions. Amounts paid for interest for the three months ended March
  31, 2005 and 2004 were $2,847 and $12,023, respectively. Amounts paid for
  income taxes for the three months ended March 31, 2005 and 2004 were $800
  and $100, respectively.

<PAGE>
                         SPEAKING ROSES INTERNATIONAL, INC.

                           NOTES TO FINANCIAL STATEMENTS

                                  MARCH 31, 2005

(15)   Subsequent events

  Subsequent to the three months ended March 31, 2005, a shareholder loaned
  the Company $250,000. The loan is a short term 90 day loan with interest
  payable at 8%.
<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

The strategic focus of our business is to increase revenues by developing an
in-house sales force and to efficiently provide customized and personalized
embossing services at regular floral prices and to expand our product sales
and embossing services to individuals, florists, chain stores, funeral homes
and large wedding and corporate planners.  We own proprietary technology used
to emboss flowers and other products.  The technology allows end users to
request personalized floral arrangements using standardized or unique
messages, logos, trademarks and pictures.  We have licensed that technology to
large wholesale flower concerns and other parties to perform the actual
embossing of flowers.  We are building an in-house sales force to sell our
products within these channels of distribution. Internationally, we license
the technology and equipment to exclusive licensees in return for a license
fee plus ongoing royalty and equipment lease payments.

On February 6, 2004, Millennnium 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 outstanding common shares.  In connection with this
transaction, the Company changed its domicile from the State of Nevada to the
State of Utah. In addition, the then current officers and directors of the
Company resigned and affiliates of SR were appointed as the Company's officers
and directors. The acquisition was treated, for accounting purposes, as a
recapitalization in a reverse merger. The Company paid all legal and
accounting expenses and other direct costs associated with the acquisition of
approximately $71,000.

Set forth below are comparisons of financial statement information for the
three month periods ended March 31, 2005 and March 31, 2004.  The unaudited
financial statements for the three months ended March 31, 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
months ended March 31, 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.
<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 months ended March 31, 2005 were $440,000 compared to
sales of $728,000 for the same period in the prior year.  Our net loss before
income taxes for the first three months of 2005 was $912,000, or ($.03) per
share compared to $772,000, or ($.03) per share for the same period in 2004
due to the decrease in net revenue and increase in selling and marketing
expenses.

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 $385,000 for the first quarter of 2005 compared
to $659,000 for the same period 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 first quarter of 2005 were $54,000
compared to licensing fees and royalty revenues of $68,000 for the same period
in the prior year.

Cost of Goods Sold

Cost of goods sold for product sales for the first quarter of 2005 was
$326,000 compared to $543,000 for the same period in 2004.  Cost of goods sold
for product sales consisted primarily of purchases of roses and the labor and
supplies necessary to emboss them. Approximately 101,000 and 180,000 roses
were produced and shipped by SRII in the three months ended March 31, 2005 and
2004. The decrease in cost of goods sold for the three months ended March 31,
2005 is a direct result of a decrease in product sales compared to the three
months ended March 31, 2004.

Cost of goods sold for product sales as a percent of product sales for the
three months ended march 31, 2005 and 2004 were 84% and 82%, respectively.

Selling and Marketing

Selling and marketing expenses were $584,000 for the quarter ended March 31,
2005 compared to $373,000 for the same period in 2004. The increases in
selling and marketing costs for the first quarter of 2005 compared to the same
period in 2004 are primarily due to increased marketing expenses, including
the hiring of additional employees and the planned increase in marketing
expenditures.

General and administrative

General and administrative expenses were $440,000 for the first quarter of
2005 compared to $572,000 for the same period in 2004.  The decrease in
general and administrative expenses for the quarter in 2005 compared to the
same period in 2004 is due primarily to a decrease in legal and accounting
expenses in 2005.
<PAGE>
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 months ended March 31, 2005 and 2004
represent minimum state income taxes actually paid during those periods.

Liquidity and Capital Resources

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 months ended March 31, 2005, expenses exceeded our revenues
by approximately $913,000.  Net cash flows used in operating activities during
the three months ended March 31, 2005 were $565,000.

We had approximately $640,000 in available cash and cash equivalents at March
31, 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 nine months (through the end of
fiscal 2005) are approximately $1,400,000. We believe we will have the ability
to plan and execute our capital spending and expenses in the future as we
execute our business plan by varying the extent of our licensing activities,
hiring practices and promotional activities.  If we elect to slow the speed,
or narrow the focus, of our business plan, we will be able to reduce our
capital expenditures and losses.  Our actual ability to effectuate our
proposed business plan will depend on a number of factors including:

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

  *  our ability to protect our intellectual property;

  *  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.
<PAGE>
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.

Cash, cash equivalents, and marketable securities

The Company had cash and cash equivalents of $640,000 at March 31, 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 ($565,000) and ($216,000) for the three
months ended March 31, 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 three months ended March 31, 2005, we
received $241,000, net of offering expenses, from the sale of stock in a
private placement and $500,000 as a loan from shareholders.

Capital Expenditures

Capital expenditures totaled $51,000 and $124,000 for the three months ended
March 31, 2005 and 2004, respectively. Expenditures in 2005 were primarily for
printing equipment, office equipment, software and patent and trademark
applications.

Financing

During the three months ended March 31, 2005, the Company issued 356,400
shares of its $.001 par value common stock ("Common Stock") to four unrelated
accredited investors at a price of $.75 per share.  Also during the period
ended March 31, 2005, the Company issued short term promissory notes secured
by its Common Stock in exchange for $500,000 from two minority shareholders of
the Company.  Subsequent to March 31, 2005, the Company borrowed an additional
$250,000 from a Director and minority shareholder under a short term unsecured
promissory note.

Forward-looking statements

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

Certain statements contained in this report, including without limitation,
statements containing the words "will," "anticipate," "believe," "intend,"
"estimate," "expect," "project" and words of similar import, constitute
forward looking statements, although not all forward looking statements
contain such identifying words.  Forward looking statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward looking statements.  Those risks, uncertainties and other factors
include, among others, the following:

  *  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 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 March 31, 2005. Based
upon their evaluation of these disclosure controls, our chief executive
officer and our chief financial officer concluded that the disclosure controls
and procedures that were in place were effective to insure that they were made
aware of the material information relating to our operation during the period.

There was no change in our internal control over financial reporting that
occurred during our first fiscal quarter ended March 31, 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 period ended March 31, 2005, we issued 356,400 shares of our $.001
par value common stock ("Common Stock") to four nonaffiliated accredited
investors at a price of $.75 per share.   We believe the issuances of these
securities were 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. Each of the investors was an "accredited investor"
and each of the investors represented that he or 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 he or 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. Each
of the certificates evidencing the securities bear standard restrictive
legends.


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

None


Item 6.  Exhibits and Reports on Form 8-K

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

Exhibit          Description

2.1       Agreement and Plan of Merger between Millennium Electronics, Inc.
          and Speaking Roses International, Inc.(1)

3.1       Articles of Incorporation of Speaking Roses International, Inc (1)

3.2       Bylaws of Speaking Roses International, Inc. (1)

10.1      Contribution Agreement between Speaking Roses, LLC and Millennium
          Electronics, Inc. (2)

14        Codes of Ethics (3)

31        Certifications required by Rule 13a-15(e) and 15d-15(e).

32        Section 1350 Certifications

________________
(1) Incorporated by reference from our information statement on Schedule 14C
filed December 23, 2003.

(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 report on Form 8-K was filed during the three months ended March
31, 2005:


Report Filing Date                 Item Reported


(a)
Current Report on Form 8-K    Article printed in February 11, 2005 issue of
filed February 14, 2005       the Salt Lake Tribune entitled "No matter the
                              color, these roses are read"

<PAGE>
SIGNATURES

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



SPEAKING ROSES INTERNATIONAL, Inc.



By:/s/ Blaine Harris
       Blaine Harris
       President
       Chief Executive Officer
Date:  May 23, 2005


By:/s/ Dan Mumford
       Dan Mumford
       Chief Financial Officer
Date:  May 23, 2005

<PAGE>