SPEAKING ROSES INTERNATIONAL, INC.
Exhibit 31.2

                                 CERTIFICATIONS

I, Dan Mumford,  Acting Chief Financial Officer of Speaking Roses International,
Inc., certify that:

1. I have reviewed  this  Quarterly  Report on Form  10-QSB/A of Speaking  Roses
International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
         and procedures and presented in this report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

         c)  Disclosed  in this report any change in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         first fiscal quarter ended March 31, 2004 that has materially affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

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5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

         a) All significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

         b)Any fraud, whether or not material, that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         control over financial reporting.

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

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