SPEAKING ROSES, LLC
UNAUDITED PROFORMA COMBINED CONDENSED BALANCE SHEET
DECEMBER 31, 2003
The following unaudited proforma combined balance sheet gives effect of the acquisition
of Millennium Electronics, Inc., by Speaking Roses, LLC in a transaction accounted for
as a recapitalization in a reverse merger. The proforma information is presented for
illustrative purposes only and is not necessarily indicative of the operating results or
financial position that would have occurred if the acquisition had been consummated nor
is it necessarily indicative of future operating results or financial position. The unaudited
proforma balance sheet gives effect to the acquisition as if it had occurred on December
31, 2003. This proforma balance sheet should be read in conjunction with the
accompanying notes and related historical financial statements and notes thereto of
Speaking Roses, LLC and Millennium Electronics, Inc.
			Speaking					Proforma
			Roses		Millennium			Adjustments		Pro Forma
	CURRENT ASSETS
	Cash	$	41,584	$	139		$	-	$	41,723
	Accounts receivable		175,856		-			-		175,856
	Inventories		9,741		-			-		9,741
	Prepaid expenses		10,000		502			-		10,502
	TOTAL CURRENT ASSETS		237,181		641			-		237,822
	PROPERTY AND EQUIPMENT, net of
	accumulated depreciation		152,168		-			-		152,168
	OTHER ASSETS
	Deposits		4,785		-			-		4,785
	Patents -net of accumulated amortization		87,938		-			-		87,938
	TOTAL OTHER ASSETS		92,723		-			-		92,723
	TOTAL ASSETS	$	482,072	$	641		$	-	$	482,713
	CURRENT LIABILITIES
	Line of credit	$	150,000		-		$	-	$	150,000
	Accounts payable		296,565	$	62,276			-		358,841
	Accrued expenses		64,056		-			-		64,056
	Deferred revenue		223,282		-			-		223,282
	Accounts payable - related party		-		6,000			-		6,000
	Loans from officer		-		3,000			-		3,000
	Current portion of long term debt		987,222		-			-		987,222
	TOTAL CURRENT LIABILITIES		1,721,125		71,276			-		1,792,401
	LONG TERM DEBT, less current portion above		22,784		-			-		22,784
	STOCKHOLDERS' DEFICIT
	Members deficit		(1,261,837)		-	A		1,261,837		-
	Common stock		-		1,117	A		20,551		21,668
	Additional paid in capital		-		7,220,080	A		(7,312,383)		(92,303)
	Treasury stock		-		(50,000)	A		50,000		-
	Accumulated deficit		-		(7,241,832)	A		5,979,995		(1,261,837)
	TOTAL STOCKHOLDERS' DEFICIT		(1,261,837)		(70,635)			-		(1,332,472)
	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	482,072	$	641		$	-	$	482,713

SPEAKING ROSES, LLC
UNAUDITED PROFORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
The following unaudited proforma combined statement of operations gives effect of the
acquisition of Millennium Electronics, Inc., by Speaking Roses, LLC in a transaction
accounted for as a recapitalization in a reverse merger. The proforma information is
presented for illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have occurred if the acquisition had been
consummated nor is it necessarily indicative of future operating results or financial
position. The unaudited proforma statement of operations gives effect to the acquisition
as if it had occurred on January 1, 2003. This proforma statement of operations should be
read in conjunction with the accompanying notes and related historical financial
statements and notes thereto of Speaking Roses, LLC and Millennium Electronics, Inc.
	Net sales	$	502,511	$	-	$	-	$	502,511
	Cost of goods sold		353,802		-		-		353,802
	Gross Profit		148,709		-		-		148,709
	Selling, General and Administrative expenses		1,421,989		71,903		-		1,493,892
	Operating Loss		(1,273,280)		(71,903)		-		(1,345,183)
	Other Income (Expense)		(42,758)		(434)		-		(43,192)
	NET LOSS	$	(1,316,038)	$	(72,337)	$	-	$	(1,388,375)
	Per Share Data:
	Net loss								(0.06)
	Weighted average number of common shares outstanding								21,668,231

SPEAKING ROSES, LLC
UNAUDITED PROFORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
			Speaking				Proforma
			Roses		Millennium		Adjustments		Pro Forma
	Sales	$	19,102	$	-	$	-	$	19,102
	Cost of goods sold		18,353		-		-		18,353
	Gross Profit		749		-		-		749
	Selling, General and Administrative expenses		410,472		72,911		-		483,383
	Operating Loss		(409,723)		(72,911)		-		(482,634)
	Other Income (Expense)		(17,253)		14		-		(17,239)
	NET LOSS	$	(426,976)	$	(72,897)	$	-	$	(499,873)
	Per Share Data:
	Net loss								(0.02)
	Weighted average number of common shares outstanding								21,668,231

SPEAKING ROSES, LLC

NOTES TO UNAUDITED PROFORMA COMBINED CONDENSED

FINANCIAL STATEMENTS

1. Basis of Presentation

On February 6, 2004, the Company received 20,551,204 shares of Millennium Electronics, Inc., common stock in exchange for the operating assets and liabilities of the Company. The operating assets consisted of cash and accounts receivable, property and equipment as well as patents and trademarks pertaining to the floral embossing technology. The liabilities consist principally of accounts payable and other accrued liabilities as well as debt to be repaid to the Members and other creditors. The new shares issued as a result of this transaction represent approximately 80% of the outstanding shares of Millennium Electronics, Inc., as of the date of the transaction. The acquisition is accounted for as a recapitalization in a reverse merger.

In addition to the new shares issued, Millennium Electronics, Inc., changed its domicile to the State of Utah and all company officers and directors were replaced by members of management of the Company.

2. Proforma Net Income (Loss) Per Share of Common Stock

The proforma net income (loss) per share of common stock is based on the weighted average number of common shares outstanding after giving effect to the shares issued for the reverse acquisition.

3. Proforma Adjustments

Adjustments to present the proforma combined condensed financial statements are as follows:

A. To give effect of the acquisition of Millennium Electronics, Inc., by Speaking Roses, which is accounted for as a recapitalization in a reverse acquisition as a result of the issuance of 20,551,204 shares of Millennium Electronics, Inc., common stock in exchange for the operating assets and liabilities of Speaking Roses, LLC.