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

                                  FORM 10-QSB/a

(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                                                 20-0612376
---------------------------------                         ----------------------
(State or other jurisdiction                                 (I.R.S. Employer
of 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 18,  2004,  there  were  25,938,897  common  shares of the  registrant
outstanding.


                                       1
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

Explanatory Note

Speaking Roses International,  Inc. is amending its Form 10-QSB filed on May 24,
2004 for the quarter ended March 31, 2004, to correct errors in Part I, Items 1,
2 and 3, and Part II,  Items 3 and 6. The  corrections  primarily  relate to the
description of the registrant's  financial  information for the first quarter of
2003, descriptions of transactions the registrant completed in February 2004 and
a rescission  offer the  registrant  is currently  conducting  with respect to a
private  placement  it  completed  during  the period  covered  by this  filing,
deletion of information  relating to sales of unregistered  securities  prior to
the period covered by this filing and  information  relating to current  reports
filed during the period covered by this filing. In addition,  the registrant has
made certain  conforming  changes  throughout the filing. For the convenience of
the persons  reviewing  this filing,  the registrant is refiling the entire Form
10-QSB. This Form 10-QSB/A does not reflect events occurring after the filing of
the original  Form 10-QSB,  or update those  disclosures  in any way,  except as
described above.

PART I. 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 and the three months
ended  March  31,  2003,  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, 2003 are combined results of Millennium Electronics, Inc. (which
had no active  operations  during that period) and Speaking Roses. The financial
statements  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 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.

                                       2
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.
                                  BALANCE SHEET
                                                                      March 31,
                                                                        2004
                                                                    -----------
                                                                    (Unaudited)
                            A S S E T S
CURRENT ASSETS
    Cash and cash equivalents (including amount restricted
    for recission offer of $1,172,782)                              $ 2,229,696
    Accounts receivable, less allowance for losses of $0                173,355
    Inventories                                                          30,888
    Prepaid expenses                                                        502
                                                                    -----------

          TOTAL CURRENT ASSETS                                        2,434,441
                                                                    -----------
PROPERTY AND EQUIPMENT, at cost, net of
    accumulated depreciation of $34,041                                 190,854
                                                                    -----------
OTHER ASSETS
    Deposits                                                              4,785
    Patents and trademarks, net of accumulated amortization of
    $4,758                                                              160,417
                                                                    -----------

                                                                        165,202
                                                                    -----------

          TOTAL ASSETS                                              $ 2,790,497
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable, trade                                         $   346,116
    Accrued expenses                                                    650,432
    Deferred revenue                                                    193,074
    Current portion of long-term debt                                    28,235
                                                                    -----------

          TOTAL CURRENT LIABILITIES                                   1,217,857
                                                                    -----------

LONG-TERM DEBT, less current portion above                               22,784
                                                                    -----------

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
    26,027,865 shares issued and outstanding                             26,028
    Additional paid-in capital                                        3,543,706
    Accumulated deficit                                              (2,019,878)
                                                                    -----------

          TOTAL STOCKHOLDERS' EQUITY                                  1,549,856
                                                                    -----------

          TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                $ 2,790,497
                                                                    ===========
                       See Notes to Financial Statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                       SPEAKING ROSES INTERNATIONAL, INC.
                            STATEMENTS OF OPERATIONS
                                                                    Three months ended
                                                                         March 31,
                                                                   2004            2003
                                                              ------------    ------------
                                                              (Unaudited)      (Unaudited)

<S>                                                           <C>             <C>
NET SALES                                                     $    727,545    $     50,594

COST OF GOODS SOLD                                                 543,259          15,575
                                                              ------------    ------------
        GROSS PROFIT                                               184,286          35,019

OPERATING EXPENSES                                                 945,652         111,847
                                                              ------------    ------------

        OPERATING LOSS                                            (761,366)        (76,828)
                                                              ------------    ------------

OTHER INCOME (EXPENSE)
     Other income                                                      262            --
     Interest income                                                   826            --
     Interest expense                                              (12,023)        (12,488)
                                                              ------------    ------------

        TOTAL OTHER INCOME (EXPENSE)                               (10,935)        (12,488)
                                                              ------------    ------------

        LOSS BEFORE PROVISION FOR INCOME TAXES
                                                                  (772,301)        (89,316)
                                                              ------------    ------------
        Provision for income taxes                                    (100)           --
                                                              ------------    ------------
        NET LOSS                                              $   (772,401)   $    (89,316)
                                                              ============    ============

        NET LOSS PER BASIC AND DILUTED COMMON SHARE           $      (0.03)   $      (0.00)

        WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING     24,303,198      21,668,291

</TABLE>
                       See Notes to Financial Statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                       SPEAKING ROSES INTERNATIONAL, INC.
                            STATEMENTS OF CASH FLOWS
                                                           Three months ended
                                                                 March 31,
                                                            2004          2003
                                                        -----------    -----------
                                                          (Unaudited)  (Unaudited)
<S>                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                           $  (772,401)   $   (89,316)
     Adjustments to reconcile net loss to net cash
         flows from operating
         activities:
         Depreciation and amortization                       12,940            503
     Increase (decrease) in operating assets:
         Accounts receivable                                  2,501         (2,221)
         Inventories                                        (21,147)          --
         Prepaid expenses                                    10,000           --
     (Increase) decrease in operating liabilities:
         Accounts payable                                   (18,725)        28,142
         Deferred revenue                                   (30,313)          --
         Accrued expenses                                   600,841            875
                                                        -----------    -----------

             NET CASH FLOWS FROM OPERATING ACTIVITIES      (216,304)       (62,017)
                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in property and equipment                   (50,321)          --
     Patents, trademarks and other intangibles              (73,784)       (18,774)
                                                        -----------    -----------

             NET CASH FLOWS FROM INVESTING ACTIVITIES      (124,105)       (18,774)
                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from related party loans                         --           63,660
     Principal 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         63,660
                                                        -----------    -----------

             NET INCREASE IN CASH                         2,187,973        (17,131)

             CASH, BEGINNING OF YEAR                         41,723         14,754
                                                        -----------    -----------

             CASH, END OF YEAR                          $ 2,229,696    $    (2,377)
                                                        ===========    ===========
</TABLE>

                       See Notes to Financial Statements.

                                       5
<PAGE>

                      SPEAKING ROSES INTERNATIONAL, INC.

(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  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 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.

         On February 6, 2004, 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 represent  approximately 80% of
         our 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.

         Basis of  presentation  - The unaudited  financial  statements  for the
         three  months  ended March 31, 2004 and 2003 have been  prepared on the
         accrual basis of accounting  and pursuant to the rules and  regulations
         of  the  Securities  and  Exchange  Commission  for  interim  financial
         reporting.

         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 and 2003 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


                                       6
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         and  liabilities  at the  date  of the  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
         and  circumstances  from non owner sources.  It includes all changes in
         equity during the period except those  resulting  from  investments  by
         owners and  distributions  to owners.  The Company has not had any such
         items  in  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                                    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

         Advertising  costs - Advertising  costs are charged to operations  when
         incurred.  Advertising  expense was $286,587 and $23,944  Error!  Not a
         valid  link.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.

                                       7
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         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 royalty on
         sales of all  imprinted  flowers.  In addition the  distributors  pay a
         monthly  rental fee for 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  recognized  over the life of the
         contract. The Company also receives a royalty on sales of all imprinted
         flowers and monthly rental fees for use of the proprietary equipment.

         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 federally  insured financial  institutions.  The Company's cash in
         its banks exceeds the federally insured limits.

                                       8
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.
<TABLE>
<CAPTION>

(2)      Intangible assets
         -----------------
<S>                                                             <C>
         Amortized intangibles
            Patents and other intangibles, net
            of accumulated amortization of $4,758               $            113.542
                                                                --------------------
               Total amortized intangibles                                   113,542
         Unamortized intangibles
            Trademarks                                                        46,875
                                                                --------------------
               Total intangible assets                          $            160,417
                                                                ====================
</TABLE>

       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
         ----------------------
<TABLE>
<CAPTION>
<S>                                                                         <C>
         Cost
            Printing Equipment                                              $104,464
            Machinery and Equipment                                           41,044
            Furniture and Fixtures                                            27,664
            Computer Equipment                                                28,001
            Software                                                          23,722
                                                                --------------------
            Total Cost                                                       224,895
         Accumulated depreciation                                            (34,041)
                                                                --------------------
            Net property and equipment                                      $190,854
                                                                ====================

         Included in property and equipment are the following capital leases:

         Cost
            Telephone Equipment                                              $6,714
            Furniture and fixtures                                             7,460
            Printing equipment                                                60,827
                                                                --------------------
                                                                              75,001
         Accumulated depreciation                                            (15,835)
                                                                ---------------------

            Net property and equipment under capital leases                  $59,166
                                                                ====================
</TABLE>

         The aggregate  depreciation and amortization  charged to operations was
         $11,635  and $0 for the three  months  ended  March 31,  2004 and 2003,
         respectively.
                                       9
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

(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 certain
         of our current  directors.  The line  matures in May 2004.  There is no
         balance outstanding at March 31, 2004.

(5)      Contingent Matters
         ------------------

         Included in accrued  liabilities at March 31, 2004 is $500,000  related
         to a master  service  agreement  entered  into in  January  of 2004 for
         portions of Asia.  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 in the
         service area.  The Company  believes an ambiguity  exists as to whether
         the payment was a fee for the grant of the service  agents rights under
         the agreement, or the payment was for the acquisition of 500,000 of the
         Company's common shares.

(6)      Long-term debt
         --------------

         Capitalized Lease obligations                          $51,019
                                                                -------

         Total Long-term debt                                    51,019
         Less current portion                                    28,235
                                                                 ------
         Noncurrent 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 its  proprietary  floral  imprinting
         equipment to floral  shops and  distributors  under two year  licensing
         agreements. The future minimum lease payments to be received from these
         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:

                                       10
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

         Cost
           Printing equipment                                   $     37,678
           Less accumulated depreciation                              (7,307)
                                                                ------------
             Net leased printing equipment                      $     30,371

(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
         deferred tax assets.

(10)     Acquisition and Recapitalization
         --------------------------------

         As  part  of the SR  acquisition  described  in  note  1,  the  Company
         completed a $4,000,000  private  placement  offering  under Rule 506 of
         Regulation D by selling  4,000,000  of its common  shares at a price of
         $1.00 per share.  The proceeds of the offering  were used to repay debt
         and working capital.

         In March 2004, the Company's  management  determined that the pro forma
         financial   statements  included  as  part  of  the  private  placement
         memorandum  contained certain errors.  The Company is in the process of
         conducting a rescission offer for the private placement.

         The rescission offers are required to be outstanding for a 30 to 45 day
         period  (depending  upon  the  state  of  the  investor's   residence).
         Rescission  acceptances require the Company to pay the investors a cash
         amount  equal  to  their  original  investment,  plus  interest  at the
         statutory  rate.  The ultimate  outcome of this  uncertainty  cannot be
         determined at this time.

 (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 affiliates of certain principal 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 were $12,023 and $12,488, 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 in exchange for services.

                                       11
<PAGE>
                       SPEAKING ROSES INTERNATIONAL, INC.

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

This Management's  Discussion and Analysis or Plan of Operation  ("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 13, 2004. The following discussion contains forward-looking
statements  and  should  also be  read  in  conjunction  with  "Forward  Looking
Statements" below.

Overview
--------
SRII owns 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 sells
embossed  flowers to chain stores and large wedding and corporate event planners
with  production  and  fulfillment  provided by the  licensed  wholesale  flower
providers.  We also have license  agreements with retail florists and nationally
recognized  floral  fulfillment  centers.  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 from
"Millennium  Electronics,  Inc."  to  Speaking  Roses  International,  Inc.  For
information regarding that transaction, see our Current Report on Form 8-K filed
February 20,  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 and the conversion of our outstanding  preferred shares
into common shares (collectively, the "preliminary transactions"). Concurrently,
with those  transactions,  we acquired  all of the  business and assets of SR in
exchange  for  20,551,264  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 common shares.

Prior  to the  consummation  of  the  February  2004  transactions,  we had  not
conducted  active  business  operations for several years.  Using the assets and
operations  we  acquired  from SR,  we now sell  (directly  or  through  license
arrangements)  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. (which had no active operations) and SRII.

                                       12
<PAGE>

We believe the  comparison  of  financial  statement  information  for the three
months ended March 31, 2004 with financial  statement  information  for the same
period  during the previous year (the three months ended March 31, 2003) 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:

         o    Under  applicable  accounting  regulations,   our  operations  are
              treated as  continuations  of the  operations  of SR,  rather than
              Millennium Electronics, Inc.
         o    SR was formed in 2002,  had  nominal  sales in 2002 and began full
              sales and  production  activities  only  during the latter part of
              2003.
         o    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.

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

Financial Condition

Cash, cash equivalents, and marketable securities
-------------------------------------------------
The Company had cash and cash equivalents of $2,230,000 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.  Of that
amount,  $1,173,000 is being held in an escrow account pursuant to the Company's
rescission  offer  described  below  in the  section  entitled  "Financing".  We
anticipate the rescission offer will be completed within the three months ending
June 30, 2004. The escrowed monies will be used to fund 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  ($62,000)  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  the  $4,000,000  Private

                                       13
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

Placement we completed during the three months ended March 31, 2004. 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 filed  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
Placement to the maximum  4,000,000  shares.  We 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 $50,000 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. Expenditures
for patent and trademark  applications for the three months ended March 31, 2004
and 2003 totaled $74,000 and $19,000, respectively.

Financing
---------
In March,  2004, the Company completed the Private Placement of 4,000,000 shares
of its 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  Private  Placement  memorandum,  we
initiated a rescission offer,  giving investors between 30 and 45 days (based on
their state of residence) to rescind their investment.

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.  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 24, 2004, we had received  reconfirmations from,
or the  rescission  rights had expired  with respect to, a total of 76 investors
(representing   an  aggregate  of  $3,189,763  in  investments  in  the  Private
Placement).  As of that date,  5 investors  (who  acquired a total of $89,000 in
common  shares in the  Private  Placement)  had  notified  the  Company of their
election to rescind their  investments and rescission  offers were still open to
an  additional  6  investors   (representing   an  aggregate  of  $1,080,903  in
investments in the Private Placement). The last rescission offer expires on July
3, 2004.

In connection  with the initial  closing of the Private  Placement,  the Company
paid approximately $1,206,000 of previously incurred debt; $956,000 to directors
and insiders and $250,000 on a demand loan from a bank (personally guaranteed by
certain of our  directors).  As a result,  as of March 31, 2004,  the  Company's
remaining debt was a $51,000 equipment lease.

                                       14
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

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 flowers.  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 payment
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 $772,000,  or ($.03) per share.  Sales
for the three months ended March 31, 2003 were $51,000,  and the net loss before
federal and state  income taxes was  $89,000,  or ($.00) per share.  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).

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
$51,000, 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,  respectively.  Cost of goods  sold  consisted
primarily of  purchases 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 exact  number of
embossed roses sold during the three months ended March 31, 2003, but management
believes  that the Company  produced  and shipped  more roses during that period
than in the same  period  in 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 $112,000 for the
three months ended March 31, 2004 and March 31, 2003 respectively.  The increase
is attributable to legal,  accounting and placement agent fees related to the SR
acquisition, the Private Placement,  increased marketing expenditures and growth
in the corporate sales and financial staffs.

                                       15
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

Income taxes
------------
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.  A
valuation  allowance  has been recorded in an amount equal to the tax loss carry
forward.

Liquidity and Capital Resources

SRII has not produced  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.  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 our revenues by approximately
$761,000.

We had approximately  $2,230,000 in available cash and cash equivalents at March
31, 2004 to fund future  operations  and capital  expenditures.  Of that amount,
$1,173,000  is being held in an escrow  account to fund  outstanding  rescission
offers relating to the Private  Placement.  Based on our current  business plan,
our  management  believes  we can  sufficiently  increase  revenues  to  achieve
profitable  operations,  obtain additional  capital (equity and/or debt) to fund
further losses, or both, 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 funding through the issuance of
debt, that financing could result in a substantial portion of our cash flow 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.

Estimated  capital  expenditures for the next 9 months (through the remainder of
2004) are  approximately  $600,000.  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 using SR's assets and business  after the February 2004  transactions  will
depend on a number of factors, however, including:

         o    the  acceptance  of our  floral  embossing  process  in the market
              place;
         o    our ability to protect our intellectual property; and
         o    factors  over  which  we  have  little  or  no  control,  such  as
              regulatory  changes,  changes  in  technology,  failures  by third
              parties  to meet  their  contractual  obligations  or  significant
              changes in the competitive environment in which we will operate.

                                       16
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

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.

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:

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

         o    the acceptance by the public of our product concept;

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

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

         o    our ability to manage growth;

         o    technological changes; and

         o    competitive factors.

                                       17
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

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, 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.

                                       18
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

PART II  OTHER INFORMATION

Item 2.  Changes in Securities

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  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 also issued common shares to the  registered  broker/dealer  that
acted as placement agent in the Private Placement,  and paid the placement agent
cash compensation.  See Part I, Item 2, "Management's Discussion and Analysis or
Plan of Operation" above.

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.

As described in Part I, Item 2, in March 2004 we elected to conduct a rescission
offer with respect to the Private Placement. The rescission offer was structured
as a private  placement under  Regulation D,  promulgated  under the 33 Act, and
effected pursuant to exemptions from registration  under the various  securities
laws.  Pursuant to the terms of the rescission  offer, we offered each purchaser
of common  shares in the  Private  Placement  the  right to  rescind  his or its
investment in those  securities and receive a full refund of the purchase price,
together  with interest at the  applicable  state  statutory  rate. We expect to
complete the  rescission  offer prior to the end of our second  fiscal  quarter.
Pursuant  to  the  requirements  of  various  state's  securities  agencies,  we
currently  hold  $1,173,000  in escrow for the  purpose  of  funding  investment
rescissions with respect to the Private Placement.

                                       19
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

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/A.  Certain of the
following  exhibits have been previously  filed with the Commission  pursuant to
the  requirements  of the 33 Act or the 34 Act. Those exhibits are identified by
the parenthetical  references following the listing of each such exhibit and are
incorporated  herein by  reference.  We will  furnish a copy of any exhibit upon
request, but a reasonable fee will be charged to cover our expense in furnishing
such exhibit.
           Exhibit            Description
           -------            -----------
             2.1              Agreement  and Plan of Merger  between  Millennium
                              Electronics,     Inc.    and    Speaking     Roses
                              International, Inc. (1)

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

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

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

            14                Codes of Ethics (3)

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

            32                Section 1350 Certifications
----------------

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

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

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


(B) REPORTS ON FORM 8-K

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

       Report Filing Date                        Item Reported
       ------------------                        -------------
<S>                                              <C>
(a)    Current  Report  on  Form  8-K  filed     Execution of Contribution Agreement with SR
       February 5, 2004

(b)    Current   Report  on  Form  8-K  filed    Press release describing acquisition of SR
        February 13, 2004

                                       20
<PAGE>

                       SPEAKING ROSES INTERNATIONAL, INC.

(c)    Current Report on Form 8-K filed          Changes in control of registrant, acquisition
       February 20, 2004 (as amended by 8-K/A    of SR and attendant risk factors
       filed April 23, 2004)

(d)    Current  Report on Form 8-K filed March   Change of  accountants
       2004; and

(e)    Current Report on Form 8-K filed March    Rescission offer for Private Placement
       31, 2004.
</TABLE>


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:     June 22, 2004

By:       /s/ Dan Mumford
          --------------------------------
          Dan Mumford
          Acting Chief Financial Officer
Date:     June 22, 2004



                                       21