UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2004 | 
|           | OR                                                                                                                                                  | 
|           | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    Commission file number _____________           | 



|Speaking
    Roses International, Inc.(Exact name of registrant as specified in its charter)
|--------------------------------------------------------------------------------------------
|                                                                                            
|                                                                                            
|Utah(State or other jurisdiction of incorporation or organization)                          
|                                                                                            
|                                                                                            
|545 West 500 South
    Bountiful, Utah(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                                                                         
|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 18, 2004, there were 25,938,897 common shares of the
registrant outstanding.

---

PART 1. FINANCIAL INFORMATION.

Item 1. Financial Statements

The accompanying unaudited financial statements of Speaking Roses International, Inc.
("SRII") for the three months ended March 31, 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. They do not include all of the information and
footnotes required by accounting principles generally accepted for complete financial
statements. These financial statements should be read in conjunction with the notes
hereto, and the financial statements and notes thereto included in our annual report on
Form 10-KSB for the year ended December 31, 2003, which are incorporated herein by this
reference.

The unaudited financial statements for the three months ended March 31, 2003 are
combined results of Millennium Electronics, Inc. and Speaking Roses LLC due to the reverse
acquisition of Speaking Roses LLC by Millennium Electronics, Inc. These financial
statements are not prepared in accordance with generally accepted accounting standards in
the United States of America. In managements discussion of operations and financial
condition below, we have compared the operating results and financial condition of SRII
for the 3 months ended March 31, 2004 and of Speaking Roses LLC for the three months ended
March 31, 2003. We believe these comparisons may not be meaningful and caution should be
exercised by readers in utilizing these comparisons because the 2003 results are not
prepared in accordance with generally accepted accounting standards.

The accompanying financial statements have not been examined by our independent
accountants in accordance with auditing standards generally accepted in the United States
of America, but in the opinion of management, 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, 2004 have been
included. The results of operations for the three months ended March 31, 2004, may not be
indicative of the results that may be expected for the year ending December 31, 2004.





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SPEAKING ROSES INTERNATIONAL, INC.

BALANCE SHEET



> March 31,2004(Unaudited)A S S E T SCURRENT ASSETSCash
>           
>           
>           
>           $
>           1,056,914Accounts receivable,
>           less allowance for lossesof $0
>           
>           
>           
>           
>           173,355Due from placement
>           agent
>           
>           
>           1,172,782Inventories
>           
>           
>           30,888Prepaid expenses
>           
>           
>           502TOTAL CURRENT ASSETS
>           
>           2,434,441PROPERTY AND
>           EQUIPMENT, at cost, net ofaccumulated
>           depreciation of $34,041
>           
>           190,854OTHER ASSETSDeposits
>           
>           
>           
>           4,785Deferred tax asset
>           
>           
>           45,309Patents and
>           trademarks, net of accumulated amortization of $4,758
>           
>           160,417TOTAL OTHER ASSETS
>           
>           210,511TOTAL ASSETS
>           
>           $
>           2,835,806L I A B I L I T I E S A N D STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable,
>           trade
>           
>           $
>           346,116Accrued expenses
>           
>           
>           650,432Deferred tax liability
>           
>           
>           12,380Deferred revenue
>           
>           
>           193,074Current portion of
>           long-term debt
>           
>           28,235TOTAL CURRENT
>           LIABILITIES
>           
>           1,230,237LONG-TERM DEBT, less
>           current portion above
>           
>           22,784TOTAL LIABILITIES
>           
>           
>           1,253,021Common Stock, par
>           value $.001, authorized 70,000,000 shares and26,027,865 shares
>           issued and outstanding
>           
>           26,028Additional paid-in
>           capital
>           
>           
>           3,543,706Accumulated deficit
>           
>           
>           (1,986,949)TOTAL STOCKHOLDERS'
>           EQUITY
>           
>           1,582,785TOTAL LIABILITIES AND
>           STOCKHOLDER'S EQUITY
>           $
>           2,835,806









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SPEAKING ROSES INTERNATIONAL, INC.

STATEMENTS OF OPERATIONS



> Three
>         months endedMarch
>         31,2004
>         
>         2003(Unaudited)
>         
>         
>         (Unaudited)NET SALES
>         
>         
>         $
>         727,545
>         
>         $
>         47,952COST OF GOODS SOLD
>         
>         
>         543,259
>         
>         
>         15,575GROSS PROFIT
>         
>         
>         184,286
>         
>         
>         32,377OPERATING EXPENSES
>         
>         
>         945,652
>         
>         
>         116,615OPERATING LOSS
>         
>         
>         (761,366)
>         
>         
>         (84,238)OTHER INCOME (EXPENSE)Other income
>         
>         
>         262
>         
>         
>         -Interest income
>         
>         
>         826
>         
>         
>         -Interest expense
>         
>         
>         (12,023)
>         
>         
>         (7,120)TOTAL OTHER INCOME
>         (EXPENSE)
>         
>         (10,935)
>         
>         
>         (7,120)LOSS BEFORE PROVISION
>         FOR INCOME TAXES
>         
>         (772,301)
>         
>         
>         (91,358)Provision for income
>         taxes
>         
>         
>         32,829
>         
>         
>         -NET LOSS
>         
>         $
>         (739,472)
>         
>         $
>         (91,358)NET LOSS PER BASIC AND
>         DILUTED COMMON SHARES
>         $
>         (0.03)
>         
>         $
>         (0.004)WEIGHTED AVERAGE
>         NUMBER OF COMMONSHARES OUTSTANDING
>         
>         24,303,198
>         
>         
>         21,668,291



















---





SPEAKING ROSES INTERNATIONAL, INC.

STATEMENTS OF CASH FLOWS



> Three
>         months endedMarch
>         31,2004
>         
>         2003(Unaudited)
>         
>         
>         (Unaudited)CASH FLOWS FROM
>         OPERATING ACTIVITIESNet loss
>         
>         
>         
>         $
>         (739,472)
>         
>         $
>         (91,358)Adjustments to
>         reconcile net loss to net cashflows from operating
>         activities:Depreciation and
>         amortization
>         
>         
>         12,940
>         
>         
>         -Deferred income taxes
>         
>         
>         (32,929)
>         
>         
>         -Increase (decrease) in
>         operating assets:Accounts receivable
>         
>         
>         2,501
>         
>         
>         421Due from placement
>         agent
>         
>         
>         (1,172,782)Inventories
>         
>         
>         (21,147)
>         
>         
>         -Prepaid expenses
>         
>         
>         10,000
>         
>         
>         -(Increase) decrease in
>         operating liabilities:Accounts payable
>         
>         
>         (18,725)
>         
>         
>         9,271Deferred revenue
>         
>         
>         (30,313)
>         
>         
>         -Accrued expenses
>         
>         
>         600,841
>         
>         
>         875NET CASH FLOWS FROM
>         OPERATING ACTIVITIES
>         
>         (1,389,086)
>         
>         
>         (80,791)CASH FLOWS FROM
>         INVESTING ACTIVITIESInvestment in property
>         and equipment
>         
>         (50,321)
>         
>         
>         -Patents, trademarks
>         and other intangibles
>         
>         (73,784)
>         
>         
>         -NET CASH FLOWS FROM
>         INVESTING ACTIVITIES
>         
>         (124,105)
>         
>         
>         -CASH FLOWS FROM
>         FINANCING ACTIVITIESProceeds from related
>         party loans
>         
>         
>         -
>         
>         
>         63,660Principal payments of
>         notes payable
>         
>         
>         (1,111,987)
>         
>         
>         -Proceeds from sale of
>         common stock
>         
>         3,640,369
>         
>         
>         -NET CASH FLOWS FROM
>         FINANCING ACTIVITIES
>         
>         2,528,382
>         
>         
>         63,660NET INCREASE IN CASH
>         
>         
>         1,015,191
>         
>         
>         (17,131)CASH, BEGINNING OF
>         YEAR
>         
>         
>         41,723
>         
>         
>         14,754CASH, END OF YEAR
>         
>         $
>         1,056,914
>         
>         $
>         (2,377)







---

SPEAKING ROSES INTERNATIONAL, INC.



(1) Summary of significant accounting policies



> Nature of operations - The Company has developed proprietary
>     technology used to emboss flowers and other products. The technology allows end users to
>     personalize 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 will sell embossed flowers directly to chain stores, retail florists, nationally
>     recognized floral fulfillment centers and large wedding and corporate event planners with
>     production and fulfillment provided by licensed wholesale flower providers. The Company
>     intends to license the technology and the equipment used for the embossing process to
>     third parties as our primary business operation. As a result, the Company will only
>     operate in that market segment for the foreseeable future. The Company will continue to
>     license the technology and equipment to exclusive licensees in the international markets.
>     On February 6, 2004, the Company received 20,551,204 shares of
>     outstanding stock of Millennium Electronics, Inc. in exchange for the operating assets and
>     liabilities of the Company. These newly issued shares represent approximately 80% of the
>     outstanding shares of Millennium Electronics, Inc. As a result of this transaction,
>     Millennium Electronics, Inc., changed its domicile from the State of Nevada to the State
>     of Utah. In addition, current officers and directors of Millennium Electronics, Inc.,
>     resigned while members of the Company were appointed as officers and Directors. The
>     acquisition was treated as a recapitalization in a reverse merger. The Company paid all
>     legal and accounting expenses and other direct costs associated with the acquisition of
>     approximately $71,000.
>     **Basis of Presentation** - The accompanying unaudited
>     financial statements of Speaking Roses International, Inc. ("SRII") for the
>     three months ended March 31, 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. They do not include all of the information and footnotes required by
>     accounting principles generally accepted for complete financial statements. These
>     financial statements should be read in conjunction with the notes hereto, and the
>     financial statements and notes thereto included in our annual report on Form 10-KSB for
>     the year ended December 31, 2003, previously filed with the Securities and Exchange
>     Commission.
>     In the opinion of management, all adjustments (consisting of normal
>     recurring entries) necessary for the fair presentation of our results of operations,
>     financial position and changes therein for the period ended



---

(1) Summary of significant accounting policies



> March 31, 2004 have been included. The results of operations for the
>     three months ended March 31, 2004, may not be indicative of the results that may be
>     expected for the year ending December 31, 2004.
>     Use of estimates - The preparation of financial statements in
>     conformity with U.S. generally accepted accounting principles requires management to make
>     estimates and assumptions that affect the reported amounts of assets and liabilities and
>     disclosure of contingent assets and liabilities at the date of financial statements, and
>     the reported amounts of revenues and expenses during the reporting period. Actual results
>     could differ from those estimates.
>     Cash and cash equivalents - For purposes of the statement of
>     cash flows, the Company considers all highly liquid investments purchased with original
>     maturities of three months or less to be cash equivalents.
>     Loss per share  The Company applies Statement of Financial
>     Accounting Standards No. 128 Earnings Per Share (SFAS No. 128), which requires the
>     calculation of basic and diluted loss per share. Basic loss per share of common stock is
>     computed based on the weighted-average number of common shares outstanding during the
>     period. Diluted loss per share is computed on the basis of the average number of common
>     shares outstanding plus the dilutive effect of outstanding stock options and warrants
>     using the "treasury stock" method.
>     Comprehensive income - The Company applies Statement of
>     Financial Accounting Standards No. 130 Reporting Comprehensive Income (SFAS No.
>     130). Comprehensive income is defined as the change in equity of a business enterprise
>     during a period from transactions and other events



---

(1) Summary of significant accounting policies



> and circumstances from non owner sources. It includes all changes in
>     equity during a period except those resulting from investments by owners and distributions
>     to owners. The Company has not had any such items during the period and, consequently, net
>     loss and comprehensive loss are the same.
>     Inventory valuation - Inventories are stated at the lower of
>     cost or market. Cost has been determined on the first-in, first-out basis. Market is based
>     upon realizable value.
>     Patents and trademarks  Specific costs related to
>     obtaining certain patents and trademarks of the company have been capitalized. Patents are
>     amortized over their legal life of 20 years from the date of filing. Trademarks are not
>     amortized as their lives have been determined to be indefinite.
>     Depreciation and amortization Property under capital
>     leases is amortized over the lives of the respective leases or the estimated useful lives
>     of the assets. Depreciation is computed on the straight-line method over the following
>     estimated useful lives:

> Assets
>         Printing equipment
>         Machinery and equipment
>         Furniture and fixtures
>         Computer equipment
>         Software
>         
>         Useful Lives
>         3 - 5 years
>         3 - 5 years
>         3 - 5 years
>         5 years
>         5 years





> Advertising costs - Advertising costs are charged to operations
>     when incurred. Advertising expense was $286,587 and $23,944 for the three months ended
>     March 31, 2004 and 2003, respectively.
>     Income Taxes  Deferred income taxes are provided for
>     temporary differences between the financial reporting and tax basis of assets and
>     liabilities using enacted tax laws and rates for the years when the differences are
>     expected to reverse.
>     Revenue recognition The Company has entered into 2 year,
>     non-cancelable licensing agreements with domestic floral wholesale distributors. Under
>     these agreements the distributor acquires the rights to imprint and sell floral products
>     using the Companys proprietary technology and equipment. The Company receives a per
>     stem royalty on sales of all imprinted flowers. In addition the distributors pay a monthly
>     rental fee for



---

(1) Summary of significant accounting policies (Continued)



> use of the proprietary equipment. Revenue is recognized as earned under
>     these contracts.
>     The Company has also entered into 2 year, non-cancelable licensing
>     agreements with international floral wholesalers. Under these contracts the wholesalers
>     acquire exclusive rights to distribute imprinted floral products within a geographical
>     region. Fees under these agreements are paid to the Company at inception and deferred over
>     the life of the contract. The Company also receives a per stem royalty on sales of all
>     imprinted flowers and monthly rental fees for use of the proprietary equipment.
>     In January 2004, the Company entered into a master service agreement
>     for all of Asia except Japan. Pursuant to the agreement, the Company received $500,000.
>     The Company believes ambiguity exists whether the payment was a fee for the grant of the
>     service agents rights under the agreement, or the payment was for the acquisition of
>     500,000 of the Companys common shares. Pending clarification of the contractual
>     ambiguity, the Company recorded has recorded the $500,000 as a liability and included it
>     in accrued expenses on the balance sheet.
>     Stock based compensation  The Company applies Statement of
>     Financial Accounting Standards No. 123, Accounting for Stock Based Compensation,
>     (SFAS 123) which requires disclosure of the fair value and other characteristics of stock
>     options. The Company has chosen under the provision of SFAS 123 to continue using the
>     intrinsic value method of accounting for employee stock based compensation in accordance
>     with the Accounting Principles Board Option No. 25, Accounting for Stock Issued to
>     Employees.
>     Receivables  The Company records an allowance for bad
>     debts on accounts receivable based on the collection history of the specific account
>     receivable. There was no allowance for bad debts at March 31, 2004.
>     Concentrations of credit risk - Financial instruments which
>     potentially subject the Company to concentrations of credit risk consist of cash and cash
>     equivalents. The Company places its cash and cash equivalents with high quality financial
>     institutions. The Companys cash in its banks exceeds the federally insured limits.



(2) Intangible assets

> Amortized Intangibles -
>         $113,542Patents, net of accumulated amortization of $4,758Total amortized intangibles
>         $113,542Unamortized IntangiblesTrademarks
>         46,875Total intangible assets
>         $160,417



---

> Amortization expense was $1,305 and $0 for the three months ended March
>     31, 2004 and 2003, respectively. Accumulated amortization was $4,758 as of March 31, 2004.

(3) Property and equipment

> CostPrinting Equipment
>         $104,464Machinery and Equipment
>         41,044Furniture and Fixtures
>         27,664Computer Equipment
>         28,001Software
>         23,722Total Cost
>         224,895Accumulated depreciation
>         (34,041)Net property and equipment
>         $190,854

> Included in property and equipment are the following capital
>     leases:

> CostTelephone Equipment
>         $6,714Furniture and fixtures
>         7,460Printing equipment
>         60,82775,001Accumulated depreciation
>         (15,835)Net property and equipment under capital leases
>         $59,166

> The aggregate depreciation and amortization charged to operations was
>     $11,635 and $0 for the three months ended March 31, 2004 and 2003, respectively.



(4) Short-term obligations



> The Company has a $250,000 line of credit, from a bank with interest at
>     7.00%. The line is collateralized by the personal guarantees of the three shareholders.
>     The line matures in May 2004. There is no balance outstanding at March 31, 2004.



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(5) Contingent Matters

> Included in accrued liabilities at March 31, 2004 is $500,000
>     related to the master service agreement entered into in January of 2004. The agreement
>     requires the service agent to provide certain administrative, collection and auditing
>     services to the Company in exchange for a percentage of the amounts the Company collects
>     on the service area. The Company believes ambiguity exists whether the payment was a fee
>     for the grant of the service agents rights under the agreement, or the payment was
>     for the acquisition of 500,000 of the Companys common shares. The Company believes
>     the contractual ambiguities and uncertainties will be resolved in its favor in the near
>     future.

(6) Long-term debt

> Capitalized Lease obligations
>         $51,019Total Long-term debt
>         51,019Less current portion
>         28,235Noncurrent portion
>         $22,784

> 



**(7) Operating leases**

> The Company leases its office facility under a month to month operating
>     lease. Rent expense for the three months ended March 31, 2004 and 2003 was $14,226 and
>     $13,248, respectively.

(8) Lessor leases



> In 2003, the Company began leasing their proprietary floral imprinting
>     equipment to floral shops and distributors under two year licensing agreements. The future
>     minimum lease payments to be received from non-cancelable licensing agreements as of March
>     31, 2004 were $67,927 in 2004 and $80,243 in 2005. Rental property under licensing and
>     equipment lease agreements consists of the following:
>     December 31,2003CostPrinting equipment
>         
>         
>         
>         
>         $
>         37,678Less accumulated
>         depreciation
>         
>         
>         
>         
>         
>         (7,307)Net leased printing
>         equipment
>         
>         
>         
>         
>         $
>         30,371



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(9) Income Taxes

> The company has significant net operating loss carryforwards which
>     give rise to a deferred tax asset. Because the Company has no assurance that the tax
>     benefit from the net operating loss will ever be realized, a valuation allowance has been
>     provided equal to the amount of the net operating loss carryforward. The net tax benefit
>     resulting from deferred income tax assets and liabilities, excluding the net operating
>     loss carryforwards, is $32,929 and $-0- for the three months ended March 31, 2004 and
>     2003.



(10) Private placement of securities and stock rescission

> As part of the acquisition and recapitalization Note 1, the Company
>     completed a $4,000,000 private placement offering under Rule 506 of Regulation D by
>     selling 4,000,000 shares of Millennium Electronics, Inc., stock at a price of $1.00 per
>     share. The proceeds of the offering were used to repay debt and fund future operations of
>     the Company.
>     On March 12, 2004, the Companys management determined that the
>     private placement memorandum contained certain errors in the pro forma financial
>     statements and may be subject to rescission. The Company is in the process of conducting a
>     rescission offer, which is an offer to repurchase each unit sold pursuant to its 2003
>     private placement offering. Because the 2003 private placement offering involved sales in
>     multiple states, the Company and its legal counsel are in communication with the investors
>     that purchased the securities in those states.
>     A rescission offer is required to be outstanding for a 30  45 day
>     period (depending upon state) where the unit holders have the option to: (1) reject the
>     rescission offer formally in writing; (2) to take no action within the 30 days, thereby
>     retaining the outstanding units; or (3) to accept the rescission offer formally in
>     writing. Formal rescission acceptances result in cash payments by the Company to the unit
>     holders for the return of their original investment plus interest at the statutory rate.



---

(11) Related party transactions

> For the three months ended March 31, 2004 and 2003, the Company paid
>     management and consulting fees of $18,967 and $26,847, respectively, to companies
>     controlled by the key shareholders of the Company.



(12) 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, 2004 and 2003
>     was $12,023 and $3,067, respectively.
>     During the period ended March 31, 2004, and as part of the private
>     placement, the Company issued 359,574 common shares to the placement agent for services.



---

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

This Managements Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with our interim
consolidated financial statements and notes thereto which appear elsewhere in this
Quarterly Report and the MD&A contained in our Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission (the "SEC") on April 13, 2004. The
following discussion contains forward-looking statements and should also be read in
conjunction with "FACTORS THAT MAY AFFECT FUTURE RESULTS" below.

Overview

Speaking Roses International, Inc. ("SRII") has developed proprietary
technology used to emboss flowers and other products. The technology allows end users to
personalize floral arrangements using standardized or unique messages, logos, trademarks
and pictures. SRII has licensed that technology to large wholesale flower concerns and
other parties to perform the actual embossing of flowers. In the United States, SRII will
sell embossed flowers directly to chain stores, retail florists, nationally recognized
floral fulfillment centers and large wedding and corporate event planners with production
and fulfillment provided by the licensed wholesale flower providers. We intend to continue
to license the technology and the equipment used for the embossing process to third
parties as our primary business operation. As a result, we will only operate in that
market segment for the foreseeable future. We also have and will continue to license the
technology and equipment to exclusive licensees in the international markets.

On February 6, 2004, we acquired all the business and assets of Speaking Roses LLC
("SR"), an Idaho limited liability company that formerly held the intellectual
property for embossing floral products and changed our name to Speaking Roses
International, Inc. For information regarding that transaction, see our Current Report on
Form 8-K dated February 13, 2004. The acquisition was part of a series of transactions we
completed on that date and which included a change of our corporate domicile from Nevada
to Utah, effected a 16.859-for-1 reverse split of our outstanding shares an increase in
our authorized capital to 30,000,000 preferred shares and 70,000,000 common shares, the
conversion of our outstanding preferred shares into common shares and the change of our
name to "Speaking Roses International, Inc." (collectively, the
"preliminary transactions"). Concurrently, with those transactions, we acquired
all of the business and assets of SR in exchange for 20,551,204 post-reverse split common
shares, and issued an additional 1,237,500 post-reverse split common shares to eight
investors in a private placement (the "Private Placement"). The Private
Placement and the Acquisition were each conditioned on the other transaction taking place,
as well as the closing of the preliminary transactions. The shares issued to SR in the
acquisition and to the investors in the Private Placement represented, in the aggregate,
approximately 95% of our outstanding shares.

Our shareholders and directors approved the change of domicile transaction, private
placement and asset acquisition in December 2003.

Prior to the consummation of the transactions, we conducted no active business
operations. Using the assets and operations we acquired from SR, we now sell embossed
roses to large wholesale flower concerns, chain stores, retail florists and other end
users.

Set forth below are comparisons of financial statement information for the three month
periods ended March 31, 2004 and March 31, 2003. The unaudited financial statements for
the three months ended March 31, 2003 are combined results of Millennium Electronics, Inc.
and SR due to the reverse acquisition of SR by Millennium Electronics, Inc. These
financial statements are not prepared in accordance with generally accepted accounting
standards ("GAAP") in the United States of America because all proper accruals
were not made. As a result of this lack of compliance with GAAP, the February, 2004
acquisition of SRs business and assets, the completion of the private placement and
ancillary transactions described above, our management believes the comparison of
financial statement information for the three months ended March 31, 2004 with financial
statements for the previous year (three months ended March 31, 2003) may not provide
meaningful information regarding our financial position or the results of operations. In
addition to the above mentioned GAAP issue, 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 formed in 2002, had nominal sales in 2002 and began full sales and production
    activities during the latter part of 2003.
- SR was a non-corporate entity for tax purposes during 2003 and the benefits and burdens
    of its operations were generally attributed to its members. As a result, SR may have
    treated certain aspects of its operations in a manner differently than it would have
    treated those aspects if had been a taxable corporate entity. We have made no adjustments
    in the comparative information provided below with respect to SRs operations to
    account for any such potential differences, nor have we highlighted those areas where the
    results of SRs financial operations may have been different it if had been operated
    in a taxable corporate form.

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



Financial Condition

Liquidity and Capital Resources

Cash, cash equivalents, and marketable securities

The Company had cash and cash equivalents of $1,057,000 at March 31, 2004 . Cash and
cash equivalents are currently invested in secure investment grade money market accounts
with the over-riding objective of safety of principal. In addition to our cash balance,
SRII had $1,173,000 held in an escrow account pursuant to the Companys rescission
offer described below in Section entitled "Financing". We anticipate the
rescission offer will be completed within the three months ending June 30, 2004. These
monies will be used to refund any rescission elections from private placement investors
and the remainder will be available to fund SRII operations.

Cash Flows

Cash flows from operations were ($216,000) for the three months ended March 31, 2004
and ($81,000) for the three months ended March 31, 2003. Because our operational earnings
are currently insufficient to fund our operations, SRII has relied on funding from outside
sources, primarily a $4,000,000 private offering completed during the three months ended
March 31, 2004. Our Quarterly Report on Form 8-K dated March 31, 2004 stated: "We
recently completed a private placement of our common shares in reliance on Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended. The private
placement was for a minimum of 400,000, and a maximum of 4,000,000, common shares at a
purchase price of $1 per share. The closing of the private placement was conditioned on
our acquisition of the assets and operations of Speaking Roses, LC. ("SR"). We
held the initial closing of the private placement on February 6, 2004, when we accepted
subscriptions for a total of 1,237,500 common shares and closed the SR acquisition. For
more information regarding the initial closing of the private placement, see our current
report on Form 8-K dated February 20, 2004. We subsequently accepted subscriptions for an
additional 2,762,500 shares (for an additional $2,762,500) bringing the total
subscriptions for the private offering to the maximum 4,000,000 shares." We have paid
the placement agent, ACAP Financial Corporation, a registered broker/dealer, approximately
$360,000 in cash commissions and issued it a total of approximately 360,000 shares for its
services in placing the common shares."

Capital Expenditures

Capital expenditures totaled $124,000 for the three months ended March 31, 2004
compared to no expenditures for the three months ended March 31, 2003. Expenditures in
2004 were primarily for office equipment, software and patent and trademark applications.

Financing

In March, 2004, the Company completed a private offering of $4,000,000 for 4,000,000
shares of common stock. This increased Common Stock, Common Stock Subscribed and
Additional Paid in Capital. Legal expenses and fund raising costs related to the offering
of approximately $443,000 reduced Paid in Capital accounts. In April, 2004, due to an
accounting error in the offering memorandum, we initiated a rescission offer was announced
giving investors between 30 and 45 days (based on their state of residence) to rescind
their investment or continue with their investment. In reporting this on a Quarterly
Report on Form 8-K dated March 31, 2004, we previously stated: "After completion of
the offering, the accountants who assisted in the preparation of thepro forma
statements informed us that the acquisition of SRs business and assets should have
been accounted for as a recapitalization under applicable accounting rules. The change in
accounting treatment resulted in material changes to thepro forma financial
statements (including a reduction of our total assets from $24,241,120 to $2,935,769) and
changes in portions of the other disclosure materials which were derived from thosepro
forma financial statements. In accounting for a recapitalization there is no step-up
in basis of the acquired assets and, accordingly, we will not recognize any goodwill in
the transaction or subject ourselves to impairment charges for unsubstantiated goodwill in
the future with respect to the transaction For further information, refer to our Annual
Report on Form 10-KSB dated April 13, 2004."

If investors who acquired a significant number of common shares in the private
placement elect to rescind their investments, the rescissions could materially affect our
liquidity, our ability to implement our business plans and our ability to continue as a
going concern. However, while we believe the rescission offer will not have a material
adverse effect on our financial position, we can give no assurances about the outcome of
the rescission offer, the number of investors, if any, who will accept the offer, or the
amount we will ultimately refund to investors. As of May 18, 2004, 5 investors who were
the subject of the rescission offer had notified the Company of their election to rescind.
The total amount of money rescinded at this time is $89,000.

Pursuant to the initial acceptance of the private offering, the Company paid back
approximately $1,206,000 of previously incurred debt; $956,000 with directors and insiders
and $250,000 on a demand loan from a bank (personally guaranteed by directors). As a
result, as of March 31, 2004, the Companys remaining debt was a $51,000 equipment
lease.

Accrued Expenses

In January, 2004, we entered into a master services agreement for all of Asia, except
Japan. The agreement requires the service party to provide certain administrative,
collection and auditing services to us in exchange for a percentage of the amounts we
collect in the service area from the sale of embossed roses. Pursuant to the agreement, we
received $500,000. We believe the payment was a fee for the grant of the service
agents rights under the agreement and should be recognized as revenue to be recorded
over the 36 month life of the agreement. The service agent has stated that it believes the
payment was for the purchase of 500,000 shares of the Companys common stock. Pending
resolution of this contractual ambiguity, we have recorded the $500,000 receipt as a
liability on our balance sheet.

Results of Operations

Product Sales

Sales for the three months ended March 31, 2004 were $727,000 and the net loss before
federal and state income taxes was $772,000 ($.03 per share). Sales for the three months
ended March 31, 2003 were $48,000 and the loss before federal and state income taxes was
$91,000 ($.004 per share). SR was acquired by Millennium Electronics Inc. on February 6,
2004 and the above reported sales and net loss for the first three months of 2004 were
almost entirely those of Speaking Roses operations (other than $13,000 of Millennium
expenses prior to the merger).

Gross Profit margins declined from 29% in the three months ended March 31, 2003 to 25%
in the three months ended March 31, 2004 primarily due to the initial higher developmental
costs of outsourced production facilities.

Product (flower) sales were $608,000 and royalty and training fees for new licensees
were $37,000 for the three months ending March 31, 2004. As a comparison, product sales
for the three months ended March 31, 2003 were $48,000 and there were no royalty and
training fees.

Cost of Goods Sold

Cost of goods sold were $543,000 and $16,000 for the three months ended March 31, 2004
and March 31, 2003. Cost of goods sold consisted primarily of purchase of roses and the
labor and supplies necessary to emboss them. Approximately 180,000 roses were produced and
shipped by SRII in the three months ended March 31, 2004. We do not have records of the
number of embossed roses sold during the three months ended March 31, 2003. The increase
in costs was related to the increased embossed flower volumes in 2004.

Operating Expenses

Selling, general and administrative expenses were $946,000 and $117,000 for the three
months ended March 31, 2004 and March 31, 2003 respectively. The increase is attributable
to legal and accounting fees related to the merger, increased marketing expenditures and
growth in the corporate sales and financial staffs.

Income taxes

Our tax benefit of $33,000 for the three months ended March 31, 2004 and $-0- for the
three months ended March 31, 2003 is attributable to timing differences with deferred
revenue on the initial fees of international licensing arrangements. It is recorded at a
tax rate of 4%. Over the next two years, this benefit will become a tax liability as
revenues received are accrued in accordance with the license agreements.

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

Financial Outlook



SRII has not produced quarterly or annual profits as either SR (prior to the merger) or
as SRII. Accordingly, until we prove to be profitable, we can give no assurances that we
have sufficient capital resources or liquidity to satisfy working capital and operating
requirements beyond our current cash balances. To fund future growth and operations, it
will be necessary to either raise additional capital or produce earnings that can be
funneled back into the business. Our current quarterly expenses exceed revenues by
approximately $600,000.

Dependent upon the monies returned to investors in the Rescission Offer, we had
approximately $2,230,000 available cash and cash equivalents at March 31, 2004 to fund
future operations and capital expenditures. Management believes we can sufficiently
increase revenues to enable profitable operations, obtain additional capital (equity
and/or debt) to fund further losses, or both, to ensure the ongoing viability of the
enterprise.

Estimated capital expenditures for the next 9 months (remainder of 2004) is
approximately $600,000

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, 2004. Based upon their evaluation of these disclosure
controls, and in light of the fact that we had no operating revenues, assets or business,
our president and chief executive officer and our chief financial officer concluded that
the disclosure controls and procedures that were in place were effective to insure that
they were made aware of the material information relating to our operation during the
period.

There was no change in our internal control over financial reporting that occurred
during our first fiscal quarter ended March 31, 2004, that materially affected, or is
reasonably likely to materially affect, our internal controls over financial reporting.

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



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PART II OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

In connection with our February 2004 transactions, the holders of our 30,500
outstanding pre-February 2004 reverse split Series B preferred shares and our 100,000
outstanding pre-February 2004 reverse split Series C preferred shares converted those
securities into common shares in December 2003. The Series B preferred shares were
convertible into common shares at the rate of 200 common shares for each Series B
preferred share, and the Series C preferred shares were convertible into common shares at
the rate of 50 common shares for each Series C preferred share. In connection with the
conversion of the Series C preferred shares, we also issued common shares to the holders
of the Series C preferred shares as payment in full of accrued but unpaid dividends. The
number of shares issued to the holders of the Series C preferred shares in connection with
the payment of the dividends was based on a pre-February reverse split price per common
share of $.04, as required under the terms of our agreements with those holders. As a
result of the conversions, in December 2003 the holders of the preferred stock received a
total of 12,956,250 pre-February 2004 reverse split common shares (including 1,856,250
pre-February 2004 reverse split common shares as payment of the accrued but unpaid
dividends). Accordingly, before the February 2004 reverse split, we had a total of
18,832,381 common shares outstanding. After application of the February 2004 reverse
split, those shares became approximately 1,117,027 common shares (subject to adjustment to
avoid the issuance of fractional shares resulting from the reverse split).



In the acquisition of SRs business and assets (which occurred in connection with
the consummation of the other February 2004 transactions), we issued 20,551,264 common
shares to SR. In addition, in connection with the initial closing of the private
placement, we issued eight accredited investors a total of 1,237,500 common shares at a
purchase price of $1 per share. The private placement that we conducted concurrently with
the acquisition of SRs assets and business was for a minimum of 400,000 shares and
for a maximum of 4,000,000 shares. After the February 2004 transactions, we completed the
private placement, selling the entire 4,000,000 common shares. A total of 70 accredited
investors and five unaccredited investors purchased common shares in the private
placement. We are also obligated to issue common shares to the registered broker/dealer
that acted as placement agent in the private placement, and pay the placement agent cash
compensation. See "Management's Discussion and Analysis or Plan of Operation"
below.



We believe the issuances of the securities set forth above 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. SR was the sole
purchaser in our acquisition of its assets and business, and the private placement was
structured and conducted as an offering under Rule 506 of Regulation D promulgated under
the 33 Act. In the private placement, each of the investors was required to meet certain
suitability standards set forth in an investor qualification questionnaire, and in both
the acquisition of SRs assets and business and the private placement, 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 issued in the acquisition of
SRs business and assets and the private placement bear standard restrictive legends.



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 8-KSB. 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 dated December 23, 2003.

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

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



(B) REPORTS ON FORM 8-K

The following reports on Form 8-K were filed during the three months ended March 31,
2004:

(a)  Current
Report on Form 8-K dated February 20, 2004;

(b)  Current
Report on Form 8-K dated March 1, 2004; and

(c)  Current
Report on Form 8-K dated March 31, 2004.



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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.
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|Date:                             
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