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

                                  FORM 10-QSB

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the quarterly period ended: MARCH 31, 2004

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the transition period from _________ to __________

                       COMMISSION FILE NUMBER: 000-26627

                        KEY COMMAND INTERNATIONAL CORP.
              (Exact name of small business issuer as specified in
                                  its charter)

                        KEY COMMAND INTERNATIONAL CORP.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                  DELAWARE                             13-4031359
       -------------------------------             -------------------
       (State or other jurisdiction of               (IRS Employer
        incorporation or organization)             Identification No.)

                       C/O VERTICAL CAPITAL PARTNERS, INC.
                               488 MADISON AVENUE
                               NEW YORK, NY 10022
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (212) 446-0006
                          ---------------------------
                          (Issuer's telephone number)

                       COMMAND INTERNATIONAL CORPORATION
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [_] No [ X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: There were 96,473,040 shares of the
registrant's common stock, par value $.0001 per share, outstanding as of October
7, 2004.

Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]

<PAGE>

                                   - INDEX -


                                                                         Page(s)

PART I.     FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Balance Sheet
        as of March 31, 2004 (Unaudited)                                    F-1

        Condensed Consolidated Statements of Operations
        for the Three Months Ended March 31, 2004 and 2003 (Unaudited)      F-2

        Condensed Consolidated Statements of Cash Flows
        for the Three Months Ended March 31, 2004 and 2003 (Unaudited)      F-3

        Notes to Condensed Consolidated Financial
        Statements (Unaudited)                                        F-5 - F-19

Item 2. Management's Discussion and Analysis or Plan of Operation            1

Item 3. Controls and Procedures                                              4


PART II.    OTHER INFORMATION

Item 1. Legal Proceedings                                                    5

Item 6. Exhibits and Reports on Form 8-K.                                    5

Signature Page                                                               6

Exhibit 31.1

Exhibit 32.1


                                       i
<PAGE>

                                     PART I

                             FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS.

<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            MARCH 31, 2004 AND 2003

<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)



INDEX TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



      Condensed Consolidated Balance Sheet as of March 31, 2004            F-1

      Condensed Consolidated Statements of Operations for the
         Three Months Ended March 31, 2004 and 2003                        F-2

      Condensed Consolidated Statements of Cash Flows for the
         Three Months Ended March 31, 2004 and 2003                        F-3

      Notes to Condensed Consolidated Financial Statements                 F-4

<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                  (UNAUDITED)


                                     ASSETS



Current Assets:
  Cash and cash equivalents                                        $     2,337
  Accounts receivable, net                                              11,313
  Net assets from discontinued operations                                3,921
                                                                   -----------

TOTAL ASSETS                                                       $    17,571
                                                                   ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


LIABILITIES
Current Liabilities:
  Taxes payable                                                        143,626
  Accounts payable and accrued expenses                                538,207
                                                                   -----------

      Total Current Liabilities                                        681,833
                                                                   -----------

Officers loans payable                                                 486,840
                                                                   -----------

      TOTAL LIABILITIES                                              1,168,673
                                                                   -----------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.001 par value, 5,000,000 shares authorized,
    0 shares issued and outstanding                                         --
  Common stock, $.001 Par Value; 40,000,000 shares authorized
   12,051,976 shares issued and outstanding                             12,051
  Additional paid-in capital                                                --
  Retained earnings (deficit)                                       (1,163,153)
                                                                   -----------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                          (1,151,102)
                                                                   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)               $    17,571
                                                                   ===========

   The accompanying notes are an intergral part of the condensed consolidated
                             financial statements.


                                      F-1
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               (RESTATED)
                                                                   2004           2003
                                                               ------------   ------------
<S>                                                            <C>            <C>
OPERATING REVENUES
  Sales                                                        $     15,589   $     27,963
                                                               ------------   ------------

OPERATING EXPENSES
   Salaries, commissions and payroll related expenses                    --         62,500
   Office and administrative                                          7,626         30,870
                                                               ------------   ------------
       TOTAL OPERATING EXPENSES                                       7,626         93,370
                                                               ------------   ------------

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)                           7,963        (65,407)
                                                               ------------   ------------

OTHER INCOME (EXPENSE)
   Depreciation and amortization                                         --         (6,996)
                                                               ------------   ------------
       TOTAL OTHER INCOME (EXPENSE)                                      --         (6,996)
                                                               ------------   ------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                   7,963        (72,403)
   Provision for Income Taxes                                            --             --
                                                               ------------   ------------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS                          7,963        (72,403)

DISCONTINUED OPERATIONS
   Income from discontinued operations (net of income taxes)         10,242         48,178
                                                               ------------   ------------

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                  $     18,205   $    (24,225)
                                                               ============   ============

BASIC AND DILUTED INCOME (LOSS) PER SHARE

  Basic and diluted from continuing operations                 $    0.00151   $   (0.00201)
                                                               ============   ============
  Basic and diluted from discontinued operations               $    0.00085   $    0.00400
                                                               ============   ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                           12,051,976     12,051,976
                                                               ============   ============
</TABLE>

   The accompanying notes are an intergral part of the condensed consolidated
                             financial statements.


                                      F-2
<PAGE>


                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                  (UNAUDITED)

                                                                      (RESTATED)
                                                            2004         2003
                                                           --------    --------

CASH FLOW FROM OPERATING ACTIVITES
   Net income (loss)                                       $ 18,205    $(24,225)
                                                           --------    --------
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities

     Depreciation and amortization                               --       6,996
     (Income) from discontinued operations                  (10,242)    (48,178)
     Net cash provided by discontinued operations             5,538       9,560

  CHANGES IN ASSETS AND LIABILITIES
     (Increase) in accounts receivable                        7,431       9,346
     (Decrease) in deferred revenue                              --      (3,738)
     Increase in accounts payable and
       accrued expenses                                          --      65,134
                                                           --------    --------
     Total adjustments                                        2,727      39,120
                                                           --------    --------

     NET CASH PROVIDED BY OPERATING ACTIVITIES               20,932      14,895
                                                           --------    --------


CASH FLOWS FROM FINANCING ACTIVITES
    Loans from officer, net                                      --     (14,011)
    Repayment of line of credit, net                        (23,500)         --
                                                           --------    --------

       NET CASH (USED IN) FINANCING ACTIVITIES              (23,500)    (14,011)
                                                           --------    --------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                (2,568)        884

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                       4,905       1,814
                                                           --------    --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                  $  2,337    $  2,698
                                                           ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                       $     --    $     --
                                                           ========    ========
SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:

Net effect of stock acquisition between CIC and CIGI
    Common stock                                           $ 12,051    $     --
    Additional paid in capital                                   --          --
    Deficit                                                 (22,297)         --
    Accounts payable                                         10,246          --
                                                           --------    --------

                                                           $     --    $     --
                                                           ========    ========


   The accompanying notes are an intergral part of the condensed consolidated
                             financial statements.


                                      F-3
<PAGE>


                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                  (UNAUDITED)

                                                                     (RESTATED)
                                                             2004       2003
                                                           --------   --------

CASH FLOW FROM OPERATING ACTIVITES
   Net income (loss)                                       $ 18,205    $(24,225)
                                                           --------    --------
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities

     Depreciation and amortization                               --       6,996
     (Income) from discontinued operations                  (10,242)    (48,178)
     Net cash provided by discontinued operations             5,538       9,560

  CHANGES IN ASSETS AND LIABILITIES
     (Increase) in accounts receivable                        7,431       9,346
     (Decrease) in deferred revenue                              --      (3,738)
     Increase in accounts payable and
       accrued expenses                                          --      65,134
                                                           --------    --------
     Total adjustments                                        2,727      39,120
                                                           --------    --------

     NET CASH PROVIDED BY OPERATING ACTIVITIES               20,932      14,895
                                                           --------    --------


CASH FLOWS FROM FINANCING ACTIVITES
    Loans from officer, net                                      --     (14,011)
    Repayment of line of credit, net                        (23,500)         --
                                                           --------    --------

       NET CASH (USED IN) FINANCING ACTIVITIES              (23,500)    (14,011)
                                                           --------    --------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                (2,568)        884

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                       4,905       1,814
                                                           --------    --------

CASH AND CASH EQUIVALENTS - END OF PERIOD                  $  2,337    $  2,698
                                                           ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                       $     --    $     --
                                                           ========    ========

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:


   Net effect of stock acquisition between CIC and CIGI
       Common stock                                        $ 12,051    $     --
       Additional paid in capital                                --          --
       Deficit                                              (22,297)         --
       Accounts payable                                      10,246          --
                                                           --------    --------

                                                           $     --    $     --
                                                           ========    ========

   The accompanying notes are an intergral part of the condensed consolidated
                             financial statements.

                                      F-4
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION

            The condensed  consolidated  unaudited interim financial  statements
            included  herein have been prepared  without audit,  pursuant to the
            rules and regulations of the Securities and Exchange Commission. The
            condensed  consolidated financial statements and notes are presented
            as permitted on Form 10-QSB and do not contain information  included
            in the Company's annual consolidated financial statements and notes.
            Certain  information and footnote  disclosures  normally included in
            financial   statements   prepared  in  accordance   with  accounting
            principles  generally  accepted in the United States of America have
            been consolidated or omitted pursuant to such rules and regulations,
            although the Company  believes that the  disclosures are adequate to
            make the information presented not misleading.  It is suggested that
            these  condensed   consolidated  financial  statements  be  read  in
            conjunction with the December 31, 2003 audited financial  statements
            of the Company and the accompanying notes thereto.  While management
            of the Company  believes the procedures  followed in preparing these
            condensed  consolidated  financial  statements are  reasonable,  the
            accuracy  of the  amounts are in some  respects  dependent  upon the
            facts that will exist,  and procedures  that will be accomplished by
            the Company later in the year.

            Command  Line  Corp.  ("CLC")  was  formed on January 8, 1985 in the
            State of New Jersey and is qualified to do business in several other
            states.  CLC  markets  interactive  systems  used in  manufacturing,
            purchasing  and maritime  management.  CLC  specializes in modifying
            existing  application  software to fit a customer's  unique business
            needs. All of CLC's products can be run on either a PC network or in
            a Web environment.

            Spiderfuel,  Inc.  was  originally  incorporated  in  the  State  of
            Delaware  on  February  13,  1997 under the name of Global  Internet
            Group,  Inc. Global Internet Group,  Inc. changed its corporate name
            to  PlanetWebcom.com  on November 2, 1999, and on November 21, 2000,
            to Spiderfuel, Inc. ("Spiderfuel").

            Spiderfuel  is a provider of web-based  software and  implementation
            services.  Spiderfuel  helps  companies use  technologies,  like the
            Internet,  to build closer  customer  relationships,  increase their
            revenues  and  reduce   their   operating   expenses.   Spiderfuel's
            completely integrated  applications suite helps mid-sized businesses
            run their growing businesses more efficiently.

            On May 21, 2002,  Command Internet Corp.  ("CIC") was formed. On May
            22,  2002,  CIC  entered  into  an  Asset  Purchase  Agreement  with
            Spiderfuel,  whereby CIC acquired  all of the assets,  and assumed a
            portion of the  liabilities,  of  Spiderfuel,  in exchange for 1,334
            shares of common  stock of CIC (See Note 9). For  purposes  of these
            financial statements, CIC is synonymous with Spiderfuel post-merger.

            On May 29, 2002,  CLC entered into a Stock  Purchase  Agreement with
            Command  International  Group, Inc. ("CIGI"),  whereby CIGI acquired
            all of the capital stock of CLC in exchange for 165 shares of common
            stock of CIGI; and therefore,  CLC became a wholly-owned  subsidiary
            of CIGI (See Note 10).


                                      F-5
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

            On June 3, 2002,  CIC entered into a Stock  Purchase  Agreement with
            CIGI,  whereby CIGI  acquired  all of the capital  stock of CIC; and
            therefore,  CIC became a  wholly-owned  subsidiary of CIGI (See Note
            11).

            Command   International   Acquisition   Corporation,    a   Delaware
            corporation   ("CIAC")   entered  into  an  Agreement  and  Plan  of
            Reorganization  dated as of July 1, 2002,  as amended as of February
            24, 2003 (the "CIG Agreement"),  with CIGI and stockholders of CIGI,
            whereby  CIAC was given the right to  acquire  all of the issued and
            outstanding  common  stock of CIGI in exchange  for shares of common
            stock of CIAC.

            Algiers  Resources,  Inc., a Delaware  corporation  ("Algiers")  was
            formed on October  6,  1998,  as a blind  pool.  On April 26,  2003,
            pursuant to an  Agreement  and Plan of Merger  dated as of March 20,
            2003 (the "Merger  Agreement"),  CIAC merged (the "Merger") with and
            into Algiers  Merger Co., a Delaware  corporation  and  wholly-owned
            subsidiary of Algiers  ("Algiers  Merger Co."),  with Algiers Merger
            Co.  continuing as the surviving  entity. As a result of the Merger,
            Algiers   Merger  Co.   changed  its   corporate   name  to  Command
            International  Corporation and each issued and outstanding  share of
            common stock, par value $0.001 per share, of CIAC was converted into
            one share of common stock,  par value $0.001 per share,  of Algiers.
            Accordingly, stockholders of CIAC received an aggregate of 5,239,238
            shares of common  stock of  Algiers.  In  addition,  pursuant to the
            Merger,  the former president of Algiers retired 1,272,500 shares of
            common stock of Algiers.

            In  connection  with  the  Merger  Agreement  and  pursuant  to  the
            Assignment and Assumption  Agreement  dated as of March 20, 2003, by
            and between  CIAC and Algiers,  CIAC  assigned to Algiers all of its
            right,  title and interest,  subject to any and all  liabilities  in
            connection  therewith,  to acquire  1,500  shares of common stock of
            CIGI, constituting all of the issued and outstanding common stock of
            CIGI, in (a tax-free)  exchange for 5,239,238 shares of common stock
            of the Algiers under the CIGI Agreement. In accordance therewith, on
            April 26, 2003,  Algiers deposited in escrow with Snow Becker Krauss
            P.C.,   5,239,238  shares  of  its  common  stock  for  issuance  to
            stockholders of CIGI upon the closing of the CIGI Agreement.

            On July 7, 2003,  Command  International  Corporation (f/k/a Algiers
            Merger Co.) merged with and into Algiers, with Algiers continuing as
            the  surviving  entity and changed its name from Algiers  Resources,
            Inc. to Command International Corporation (the "Company").

            On May 12, 2004,  the Company sold to Staffin  Group  International,
            LLC ("Staffin") 100 shares of its wholly-owned subsidiary CLC, which
            constituted all of the issued and outstanding  capital stock of CLC.
            In  consideration  of the CLC shares,  Staffin  surrendered  578,936
            shares of the  Company  representing  100% of its  ownership  in the
            Company.


                                      F-6
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 1 -    ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

            On July 6, 2004, the Company  amended its Articles of  Incorporation
            and  increased  the  authorized  number  of its  common  stock  from
            40,000,000 to  100,000,000  and changed the par value per share from
            $0.001 to $0.0001. In addition,  the Company changed its name to Key
            Command International Corp.

            On August 17, 2004, the Company issued 85,000,000  sharers of common
            stock to five investors for cash of $8,500.

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            PRINCIPLES OF CONSOLIDATION

            The condensed consolidated financial statements include the accounts
            of  CIC  and  CLC.  All  significant   inter-company   accounts  and
            transactions have been eliminated in the consolidation.

            USE OF ESTIMATES

            The   preparation  of  financial   statements  in  conformity   with
            accounting  principles  generally  accepted in the United  States of
            America  requires  management to make estimates and assumptions that
            affect  the  reported   amounts  of  assets  and   liabilities   and
            disclosures of contingent  assets 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.

            REVENUE RECOGNITION

            Revenue is recognized under the accrual method of accounting whereby
            revenue is  recognized as the contracts  enter  different  phases of
            completion. Contracts may have different phases until they are fully
            completed, and management records revenue on these contracts as each
            phase is completed and  installed.  Typical  contracts take anywhere
            from six to nine months to complete. All costs incurred in servicing
            these contracts are expensed as incurred.

            CASH AND CASH EQUIVALENTS

            The Company  considers all highly liquid debt  instruments and other
            short-term  investments  with an initial maturity of three months or
            less to be cash equivalents.

            The Company maintains cash and cash equivalent balances at financial
            institutions  which are  insured by the  Federal  Deposit  Insurance
            Corporation up to $100,000.


                                      F-7
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            FIXED ASSETS

            Fixed assets are stated at cost.  Depreciation is computed primarily
            using the straight-line method over the estimated useful life of the
            assets.

            Machinery and equipment             3-5 Years
            Furniture and fixtures              5-7 Years
            Automobile                            5 Years

            Depreciation  expense was $0 and $6,996 for the three  months  ended
            March 31, 2004 and 2003, respectively.

            INCOME TAXES

            Income  taxes  are  computed  on  the  pretax   income,   offset  by
            pre-existing  net  operating  losses,  based on the current tax law.
            Deferred  income taxes are  recognized for the tax  consequences  in
            future  years of  differences  between  the tax basis of assets  and
            liabilities and their financial  reporting  amounts at each year-end
            based on enacted tax laws and statutory tax rates.

            FAIR VALUE OF FINANCIAL INSTRUMENTS

            The carrying amount reported in the condensed  consolidated  balance
            sheet for cash and cash equivalents,  accounts receivable,  accounts
            payable  and loans  payable  approximate  fair value  because of the
            immediate or short-term maturity of these financial instruments.


                                      F-8
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            EARNINGS (LOSS) PER SHARE OF COMMON STOCK

            Historical  net income (loss) per common share is computed using the
            weighted  average  number  of  common  shares  outstanding.  Diluted
            earnings per share (EPS)  includes  additional  dilution from common
            stock  equivalents,  such as stock issuable pursuant to the exercise
            of stock options and  warrants.  Common stock  equivalents  were not
            included in the  computation of diluted  earnings per share when the
            Company reported a loss because to do so would be anti-dilutive  for
            periods presented.

            The following is a  reconciliation  of the computation for basic and
            diluted EPS:

                                                                     (Restated)
                                                  March 31,           March 31,
                                                    2004                2003
                                                    ----                ----

            Net Income (Loss)                    $   18,205         $   (24,225)
                                                 ==========         ===========

            Weighted-average common shares
              outstanding (Basic)                12,051,976          12,051,976

            Weighted-average common stock
             equivalents:
              Stock options                              --                  --
              Warrants                                   --                  --
                                                -----------         -----------

            Weighted-average common shares
              outstanding (Diluted)              12,051,976          12,051,976
                                                ===========         ===========

            ADVERTISING

            Costs  of  advertising  and  promotion  are  expensed  as  incurred.
            Advertising  costs were $0 for the three months ended March 31, 2004
            and 2003.

            ACCOUNTS RECEIVABLE

            CIC has  established  a reserve for doubtful  accounts for contracts
            entered into that have the  potential of not being  completed due to
            circumstances  beyond the control of CIC. The allowance for doubtful
            accounts is adjusted by  management  of CIC on a regular  basis.  At
            March 31, 2004, there was no allowance for doubtful accounts.


                                      F-9
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            INTANGIBLE ASSETS

            Intangible  assets were stated at cost.  Amortization  was  computed
            using the  straight-line  method over  fifteen  years.  Amortization
            expense  for  the  year  ended   December   31,  2001  was  $75,000.
            Additionally,  in 2001,  Spiderfuel  determined  that the intangible
            assets that were acquired have been impaired  according to FASB 142,
            "Goodwill and Other Intangible Assets".  Originally,  the intangible
            assets were  recorded by  management at $2 per share for the 750,000
            shares given to The Strategy  Factory,  Inc. (See Note 8). After one
            full  year  of  operations,   Spiderfuel,   impaired  the  remaining
            unamortized balance to just over $1 per share at $782,800.  As such,
            Spiderfuel recorded a one-time charge to operations in the amount of
            $608,870 as impairment of intangible assets in 2001.  Management has
            impaired  the  remainder  of this  balance  during  the  year  ended
            December 31, 2003.

            GOODWILL

            In connection with the Asset Purchase  Agreement between  Spiderfuel
            and CIC on May 22,  2002,  the  fair  value of the  assets  acquired
            approximated  the fair  value  of the  liabilities  assumed  by CIC.
            Therefore,  no  goodwill  was  recorded  in  the  transaction.  This
            transaction did impact the consolidated financial statements for the
            year ended December 31, 2002.

            In connection with the Stock Purchase  Agreement between CLC and CIG
            on May  29,  2002,  the  fair  value  of  the  assets  acquired  and
            liabilities  assumed by CIGI resulted in a negative  goodwill amount
            of $141,234.  After applying the negative  goodwill  amount to fixed
            assets  ($16,982),  other  receivables  ($93), and security deposits
            ($1,343),  the net effect was an extraordinary  item for the gain on
            purchase  of  $122,816,  which  is  reflected  in  the  consolidated
            statements of operations in 2002.  This  transaction  did impact the
            consolidated  financial  statements  for the year ended December 31,
            2002.

            In connection with the Stock Purchase  Agreement between CIC and CIG
            on June 3, 2002,  virtually  no change in value  occurred due to the
            transactions  being  only two  weeks  apart,  with  the fair  values
            unchanged,  and the stock issued to CIC was for the identical number
            of shares and par value.  Therefore,  no goodwill was recorded. This
            transaction did impact the consolidated financial statements for the
            year ended December 31, 2002.


                                      F-10
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            STOCK-BASED COMPENSATION

            Employee  stock awards under the  Company's  compensation  plans are
            accounted for in accordance with Accounting Principles Board Opinion
            No. 25 ("APB 25"),  "Accounting for Stock Issued to Employees",  and
            related   interpretations.   The  Company  provides  the  disclosure
            requirements of Statement of Financial Accounting Standards ("SFAS")
            No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and
            related  interpretations.  Stock-based  awards to non-employees  are
            accounted  for under the  provisions of SFAS 123 and the Company has
            adopted  the  enhanced   disclosure   provisions  of  SFAS  No.  148
            "Accounting for Stock-Based Compensation- Transition and Disclosure,
            an amendment of SFAS No. 123" ("SFAS 148").

            The  Company   measures   compensation   expense  for  its  employee
            stock-based compensation using the intrinsic-value method. Under the
            intrinsic-value  method of accounting for stock-based  compensation,
            when the exercise price of options granted to employees is less than
            the  estimated  fair  value of the  underlying  stock on the date of
            grant,  deferred  compensation  is  recognized  and is  amortized to
            compensation  expense over the applicable vesting period. In each of
            the periods  presented,  the vesting  period was the period in which
            the options were granted.  All options were expensed to compensation
            in the period granted rather than the exercise date.

            The  Company  measures  compensation  expense  for its  non-employee
            stock-based  compensation under the Financial  Accounting  Standards
            Board  ("FASB")  Emerging  Issues Task Force (EITF) Issue No. 96-18,
            "Accounting  for  Equity  Instruments  that are Issued to Other Than
            Employees for Acquiring,  or in Conjunction  with Selling,  Goods or
            Services".  The fair value of the  option  issued is used to measure
            the transaction, as this is more reliable than the fair value of the
            services  received.  The fair value is  measured at the value of the
            Company's   common  stock  on  the  date  that  the  commitment  for
            performance   by  the   counterparty   has  been   reached   or  the
            counterparty's performance is complete. The fair value of the equity
            instrument  is  charged   directly  to   compensation   expense  and
            additional paid-in capital.

            RECENT ACCOUNTING PRONOUNCEMENTS

            On October 3, 2001,  the FASB issued SFAS No. 144,  "Accounting  for
            the Impairment or Disposal of Long-Lived  Assets" ("SFAS 144"), that
            is  applicable  to  financial  statements  issued for  fiscal  years
            beginning  after  December 15,  2001.  The FASB's new rules on asset
            impairment supersede SFAS No. 121, "Accounting for the Impairment of
            Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of," and
            portions of Accounting  Principles Board Opinion 30,  "Reporting the
            Results of Operations."  SFAS 144 provides a single accounting model
            for long-lived  assets to be disposed of and  significantly  changes
            the  criteria  that  would  have to be met to  classify  an asset as
            held-for-sale.  Classification  as  held-for-sale  is  an  important
            distinction  since such assets are not depreciated and are stated at
            the lower of fair value and carrying amount.


                                      F-11
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            SFAS  144  also  requires  expected  future  operating  losses  from
            discontinued  operations  to be displayed in the period (s) in which
            the losses are incurred,  rather than as of the measurement  date as
            presently  required.  The adoption of SFAS 144 did have an impact on
            the Company's results of operations or financial position.

            In April 2002,  the FASB issued  SFAS No. 145,  "Rescission  of FASB
            Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
            Technical  Corrections"  ("SFAS 145"). SFAS 145 rescinds SFAS No. 4,
            "Reporting  Gains and Losses  from  Extinguishment  of Debt," and an
            amendment  of SFAS No. 4, SFAS No. 44,  "Accounting  for  Intangible
            Assets of Motor Carriers," and SFAS No. 64, "Extinguishments of Debt
            Made to Satisfy Sinking-Fund Requirements." SFAS 145 amends SFAS No.
            13,  "Accounting for Leases," to eliminate  inconsistencies  between
            the required  accounting for  sales-leaseback  transactions  and the
            required  accounting  for  certain  lease  modifications  that  have
            economic effects that are similar to sales-leaseback transactions.

            Also, SFAS 145 amends other existing authoritative pronouncements to
            make various technical  corrections,  clarify meanings,  or describe
            their applicability under changed conditions. Provisions of SFAS 145
            related  to the  rescissions  of SFAS No. 4 were  effective  for the
            Company on November  1, 2002 and  provisions  affecting  SFAS No. 13
            were effective for  transactions  occurring  after May 15, 2002. The
            adoption  of SFAS  145  did not  have a  significant  impact  on the
            Company's results of operations or financial position.

            In June 2003,  the FASB issued SFAS No. 146,  "Accounting  for Costs
            Associated with Exit or Disposal  Activities" ("SFAS 146"). SFAS 146
            covers  restructuring type activities beginning with plans initiated
            after  December 31, 2002.  Activities  covered by this standard that
            are entered into after that date will be recorded in accordance with
            provisions  of SFAS 146. The adoption of SFAS 146 did have an impact
            on the Company's results of operations or financial position.


                                      F-12
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            In December  2002,  the FASB issued  SFAS No. 148,  "Accounting  for
            Stock-Based  Compensation-Transition and Disclosure, an amendment of
            FASB Statement No.  123"("SFAS  148"). SFAS 148 amends SFAS No. 123,
            "Accounting for Stock-Based  Compensation,"  to provide  alternative
            methods of transition for an entity that voluntarily  changes to the
            fair value  based  method of  accounting  for  stock-based  employee
            compensation. SFAS 148 also amends the disclosure provisions of SFAS
            No.  123 to  require  prominent  disclosure  about  the  effects  on
            reported net income of an entity's  accounting policy decisions with
            respect to  stock-based  employee  compensation.  Finally,  SFAS 148
            amends Accounting  Principles Board ("APB") Opinion No. 28, "Interim
            Financial  Reporting",  to require disclosure about those effects in
            interim financial  information.  SFAS 148 is effective for financial
            statements for fiscal years ending after December 15, 2002.

            The  Company  will  continue  to account  for  stock-based  employee
            compensation using the intrinsic value method of APB Opinion No. 25,
            "Accounting  for Stock  Issued to  Employees,"  but has  adopted the
            enhanced disclosure requirements of SFAS 148.

            In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
            133 on Derivative  Instruments and Hedging Activities" ("SFAS 149"),
            which amends and clarifies  financial  accounting  and reporting for
            derivative  instruments,  including certain  derivative  instruments
            embedded   in  other   contracts   (collectively   referred   to  as
            derivatives)  and  for  hedging   activities  under  SFAS  No.  133,
            "Accounting for Derivative Instruments and Hedging Activities." SFAS
            149 is effective for contracts  entered into or modified  after June
            30, 2003, except for certain hedging relationships  designated after
            June 30,  2003.  Most  provisions  of SFAS  149  should  be  applied
            prospectively.  The adoption of SFAS 149 did not have a  significant
            impact on the Company's results of operations or financial position.

            In May 2003, the FASB issued SFAS No. 150,  "Accounting  for Certain
            Financial  Instruments with  Characteristics of Both Liabilities and
            Equity"  ("SFAS  150").  SFAS 150  establishes  standards for how an
            issuer  classifies and measures certain  financial  instruments with
            characteristics  of both  liabilities and equity.  SFAS 150 requires
            that an issuer  classify a financial  instrument  that is within its
            scope as a liability (or an asset in some  circumstances).  SFAS 150
            is  effective  for  financial  instruments  entered into or modified
            after May 31, 2003,  and  otherwise is effective at the beginning of
            the first interim period  beginning after June 15, 2003,  except for
            mandatory redeemable financial instruments of nonpublic entities, if
            applicable.  It is to be  implemented  by reporting  the  cumulative
            effect  of  a  change  in  an  accounting  principle  for  financial
            instruments  created  before the issuance date of SFAS 150 and still
            existing at the  beginning of the interim  period of  adoption.  The
            adoption  of SFAS  150  did not  have a  significant  impact  on the
            Company's results of operations or financial position.


                                      F-13
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            In November 2002, the FASB issued  Interpretation No. 45 ("FIN 45"),
            Guarantor's  Accounting and Disclosure  Requirements for Guarantees,
            Including  Indirect  Guarantees of  Indebtedness  of Others.  FIN 45
            requires a company, at the time it issues a guarantee,  to recognize
            an initial liability for the fair value of obligations assumed under
            the guarantees and  elaborates on existing  disclosure  requirements
            related to guarantees and warranties.  The recognition  requirements
            are effective for  guarantees  issued or modified after December 31,
            2002 for initial recognition and initial measurement provisions. The
            adoption  of  FIN 45  did  not  have  a  significant  impact  on the
            Company's results of operations or financial position.

            In January 2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN
            46"),    "Consolidation   of   Variable   Interest   Entities,    an
            Interpretation  of ARB No.  51." FIN 46  requires  certain  variable
            interest  entities to be consolidated by the primary  beneficiary of
            the  entity if the  equity  investors  in the entity do not have the
            characteristics  of a controlling  financial interest or do not have
            sufficient  equity at risk for the entity to finance its  activities
            without  additional   subordinated   financial  support  from  other
            parties.  FIN 46 is effective for all new variable interest entities
            created or acquired  after January 31, 2003.  For variable  interest
            entities  created  or  acquired  prior  to  February  1,  2003,  the
            provisions of FIN 46 must be applied for the first interim or annual
            period beginning after June 15, 2003. The adoption of FIN 46 did not
            have a significant  impact on the Company'  results of operations or
            financial position.

NOTE 3 -     OFFICERS LOANS PAYABLE

            The CIC loans  represent  advances to and from its President.  These
            loans are  interest-free  and are not  anticipated to be paid in the
            next year, and therefore are reflected as long-term liabilities. The
            balance due such officer at March 31, 2004 was $486,840.

NOTE 4 -    LINE OF CREDIT

            CLC had lines of credit  with two  banks.  Under each line of credit
            the maximum  borrowing  amount was $50,000  each.  Only one of these
            lines of credit  was  borrowed  against.  This line of credit  had a
            current  interest rate of 5.75% prior to expiring.  Once these lines
            expired, the Company entered into a line of credit with another bank
            with  availability  of $100,000 at March 31,  2004.  As of March 31,
            2004, there was no balance outstanding.  The interest expense on the
            lines of credit was $0 for the three months ended March 31, 2004 and
            2003, respectively.


                                      F-14
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 5-     COMMITMENTS AND CONTINGENCIES

            Related Party Transactions

            The  Company,  as noted in Note 3, is  advanced  and repays  amounts
            regularly  with its  officers.  These  amounts  were  funded  by its
            officers for, among other things, working capital for development of
            certain  products  and  marketing  of those  products,  and to float
            working capital at various times due to the inconsistent collections
            based on the nature of the contracts entered into.

            Leases

            Beginning in 2001,  Spiderfuel  entered into a sublease agreement in
            Mineola, New York, for approximately $5,000 per month. This sublease
            agreement  was  terminated  in  2002,  and  Spiderfuel's   corporate
            headquarters were relocated to Edison,  New Jersey in the offices of
            CLC  simultaneously  with the asset acquisition of Spiderfuel by CIC
            and CIGI's stock acquisition of CIC. All related party rent has been
            eliminated in the consolidation.

            In addition to the office rental lease,  Spiderfuel has entered into
            other  agreements with a term of one year or  month-to-month  terms,
            which are not  considered  to be material.  Due to the length of the
            terms,  there are no annual  future  minimum  rentals for CIC due at
            March 31, 2004.

            CLC entered into a lease  agreement for office space in Edison,  New
            Jersey that  expired at the end of 2001.  CLC paid $3,863 per month.
            In addition  to the rent,  CLC paid an initial  security  deposit of
            $1,343, which was subsequently adjusted for by the negative goodwill
            at the time of the Stock Purchase  Agreement between CLC CIGI on May
            29, 2002. The lease has been extended for another few years.

            In addition to the office rental  lease,  CLC has entered into other
            agreements  with  a  term  not  exceeding   one-year  that  are  not
            considered to be material. Due to the length of the terms, there are
            no annual future minimum rentals due at March 31, 2004.

NOTE 6-     INCOME TAXES

            Deferred income taxes will be determined  using the liability method
            for the temporary  differences between the financial reporting basis
            and  income  tax  basis of the  Company's  assets  and  liabilities.
            Deferred  income  taxes  will be  measured  based  on the tax  rates
            expected to be in effect when the temporary differences are included
            in the Company's  consolidated  tax return.  Deferred tax assets and
            liabilities   are  recognized   based  on  anticipated   future  tax
            consequences attributable to differences between financial statement
            carrying  amounts of assets and liabilities and their respective tax
            bases.


                                      F-15
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 6-     INCOME TAXES (CONTINUED)

            At March 31, 2004, deferred tax assets consist of the following:


            Net operating loss carryforwards        $  407,100
            Less:  valuation allowance                 (407,100)
                                                    -----------
                                                    $    -0-
                                                    ===========

            At March 31,  2004,  the Company  had  deficits  accumulated  in the
            approximate amount of $1,163,153  available to offset future taxable
            income through 2023. The Company  established  valuation  allowances
            equal to the full  amount  of the  deferred  tax  assets  due to the
            uncertainty  of the  utilization  of the operating  losses in future
            periods.

NOTE 7-     STOCKHOLDERS' EQUITY (DEFICIT)

            COMMON STOCK

            The Company is authorized to issue up to 40,000,000 shares of common
            stock,  $0.001  par  value per  share  (See  Note 15).  Prior to the
            Merger,  2,596,000  shares  (includes  51,000  issuable  pursuant to
            outstanding  warrants) of common stock were issued and  outstanding.
            At the closing of the Merger,  1,272,500 shares of common stock were
            cancelled and an aggregate of 10,478,476 shares of common stock were
            issued in  connection  with the Merger.  Accordingly,  following the
            Merger,  an  aggregate of  11,801,976  shares of common stock of the
            Company were issued and outstanding.

            The Company issued 250,000  additional shares in June 2003 for legal
            services  rendered to bring the total issued and outstanding  shares
            to  12,051,976.  The value of the issuance of the 250,000 shares was
            $250, the fair value of the stock at the time (par value).

            PREFERRED STOCK

            The Company has  5,000,000  shares of  preferred  stock,  $0.001 par
            value per share, authorized, and none have been issued.

NOTE 8-     INTANGIBLE ASSETS

            In December 2000, Spiderfuel acquired The Strategy Factory,  Inc., a
            Texas  software   development   corporation   for   $1,500,000.   In
            consideration  of the assets  acquired,  Spiderfuel  issued  750,000
            shares  of its  common  stock  to  the  former  stockholders  of The
            Strategy Factory, Inc. At December 31, 2001, Spiderfuel's management
            determined that the unamortized  amount of the intangible assets was
            impaired  in   accordance   with  FASB  142,  and  $608,870  of  the
            unamortized  balance of the  intellectual  property  was  charged to
            expense. The balance of $782,800 remained until a further impairment
            loss of $782,800  during 2003 brought the  intangible  asset balance
            down to $0. Management of the Company does not believe that there is
            any value left to the software development.


                                      F-16
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 9-     ASSET PURCHASE AGREEMENT - SPIDERFUEL

            On May 22, 2002, Spiderfuel entered into an Asset Purchase Agreement
            with CIC. Pursuant to such agreement,  Spiderfuel sold a majority of
            its assets, including its accounts receivable,  fixed assets and all
            of its  intangible  assets that it owned the rights to, and CIC also
            assumed a portion of the  liabilities  that related to the operation
            of  Spiderfuel's  business,  including  vendor payables and deferred
            revenue  relating  to the  contracts  they had.  At the time of this
            transaction, it was determined that the fair value of the net assets
            of Spiderfuel approximated the amount paid by CIC, and therefore, no
            goodwill was recognized in the transaction.

NOTE 10-    STOCK PURCHASE AGREEMENT - CLC

On          May 29, 2002, CLC entered into a Stock  Purchase CIGI,  whereby CIGI
            acquired all of the capital  stock of CIGI in exchange for shares of
            common stock of CIGI. Pursuant to such agreement,  CIGI acquired all
            the rights,  title and  interest in and to the the various  products
            and properties owned by CLC. At the time of this transaction, it was
            determined  that the fair value of the net assets of CLC was greater
            than the amount paid by CIGI,  and  therefore,  a negative  goodwill
            amount was generated.  As such,  according to accounting  principles
            generally  accepted in the United  States of America,  CLC initially
            applied this amount  against fixed  assets,  other  receivables  and
            security  deposits,  and  the  balance  was  then  reflected  as  an
            extraordinary item for the gain on the purchase.

NOTE 11-    STOCK PURCHASE AGREEMENT - COMMAND INTERNET

            On June 3, 2002,  CIC entered into a Stock  Purchase  Agreement with
            CIGI.  Pursuant to such agreement,  CIC exchanged all its issued and
            outstanding  stock  for  shares  of CIGI,  and  therefore,  became a
            wholly-owned  subsidiary  of  CIGI.  Due to  only a two  week  lapse
            between CIC`s  acquisition of Spiderfuel  and CIGI's  acquisition of
            CIC,  the  fair  value  of CIC did  not  significantly  change,  and
            therefore,  the transaction netted on goodwill as the fair value was
            considered identical to the acquisition price.

NOTE 12-    GOING CONCERN

As          shown in the accompanying  consolidated  financial  statements,  the
            Company  incurred  substantial  net losses  through  March 31, 2004.
            There is no  guarantee  whether the Company will be able to generate
            enough  revenue  and/or raise capital to support  those  operations.
            This  raises  substantial  doubt  about  the  Company's  ability  to
            continue as a going concern.


                                      F-17
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


NOTE 12-    GOING CONCERN (CONTINUED)

            Management  of  the  Company   believes  that  they  can  raise  the
            appropriate  funds needed to support their business plan and acquire
            an operating,  cash flow positive  company.  The losses sustained in
            the  periods  ended,  are  primarily  from the  result  of  one-time
            impairment charges, and the reserve of accounts receivable.

            The consolidated financial statements do not include any adjustments
            that might result from the outcome of these uncertainties


NOTE 13-    DISPOSAL OF BUSINESS

            In May 2004,  the  Company  sold  CLC.  The  Company's  consolidated
            financial  statements  have been  restated  to reflect  this sale as
            discontinued  operations,  for  all  periods  presented.  Summarized
            operating results of discontinued operations are as follows:

                                                March 31,             March 31,
                                                  2004                  2003

            Revenues                          $  24,892              $ 180,016
                                              =========              =========

            Income before income taxes        $  10,532              $  48,472

            Provision for taxes                     290                    485
                                              ---------              ---------

            Net income                        $  10,242              $  48,178
                                              =========              =========

            Net income per share              $  .00085              $  .00400
                                              =========              =========

            Diluted income per share          $  .00085              $  .00400
                                              =========              =========



NOTE 14-    RESTATEMENT OF FINANCIAL STATEMENTS

            Included in net assets/liabilities  from discontinued  operations at
            March  31,  2004  are  the  net  assets/liabilities  of  CLC.  These
            assets/liabilities  include  cash,  accounts  receivable,   accounts
            payable and a note payable to a bank.  The income from  discontinued
            operations  for the three  months ended March 31, 2004 and 2003 were
            recorded in the condensed  consolidated  statements of operations in
            accordance with the provisions of SFAS 144.


                                      F-18
<PAGE>

                       COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)
                            MARCH 31, 2004 AND 2003


 NOTE 15-   SUBSEQUENT EVENT

            On  May  12,   2004,   the  Company   sold  to  the  Staffin   Group
            International,  LLC  ("Staffin")  100  shares  of  its  wholly-owned
            subsidiary, CLC, which constituted all of the issued and outstanding
            capital stock of CLC. In  consideration  of the CLC shares,  Staffin
            surrendered 578,936 shares of the Company,  representing 100% of its
            ownership in the Company.

            On July 6, 2004, the Company  amended its Articles of  Incorporation
            and  increased  the  authorized  number  of its  common  stock  from
            40,000,000 to  100,000,000  and changed the par value per share from
            $0.001 to $0.0001. In addition,  the Company changed its name to Key
            Command International Corp.

            On August 17, 2004, the Company issued 85,000,000  sharers of common
            stock to five investors for cash of $8,500.


                                      F-19
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Statements  contained in this Plan of Operation of this quarterly report on Form
10-QSB include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 as amended (the "Securities  Act") and Section 21E of
the  Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act").
Forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which could cause the actual results of Key Command  International
Corp.,  formerly  known  as  Command   International   Corporation  and  Algiers
Resources,  Inc.  (sometimes  referred  to as  "we",  "us"  or  the  "Company"),
performance  (financial or operating)  or  achievements  expressed or implied by
such   forward-looking   statements   not  to   occur  or  be   realized.   Such
forward-looking statements generally are based upon the Company's best estimates
of future results,  general merger and acquisition  activity in the marketplace,
performance or  achievement,  current  conditions and the most recent results of
operations.   Forward-looking  statements  may  be  identified  by  the  use  of
forward-looking   terminology  such  as  "may,"  "will,"  "project,"   "expect,"
"believe,"  "estimate,"   "anticipate,"   "intends,"  "continue",   "potential,"
"opportunity"  or similar  terms,  variations  of those terms or the negative of
those  terms  or  other  variations  of  those  terms  or  comparable  words  or
expressions.

GENERAL

The Company was formed on October 6, 1998, as a blind pool to seek, investigate,
and if such  investigation  warrants,  consummate  a merger  or  other  business
combination,   purchase  of  assets  or  other  strategic   transaction  with  a
corporation,  partnership,  limited  liability  company or other business entity
desiring the perceived  advantages of becoming a publicly reporting and publicly
held corporation.

On April 26, 2003, pursuant to an Agreement and Plan of Merger dated as of March
20, 2003 (the "Merger Agreement"), by and among the Company, Algiers Merger Co.,
a Delaware  corporation and wholly-owned  subsidiary of the Company, and Command
International  Acquisition  Corporation,  a Delaware corporation ("CIAC"),  CIAC
merged with and into Algiers Merger Co., with Algiers  Merger Co.  continuing as
the surviving entity. As a result of such merger, Algiers Merger Co. changed its
corporate  name  to  Command  International  Corporation  and  each  issued  and
outstanding share of common stock of CIAC was converted into one share of common
stock of the Company.

In  connection  with the Merger  Agreement  and pursuant to the  Assignment  and
Assumption  Agreement  dated as of March 20,  2003,  by and between CIAC and the
Company,  CIAC  assigned to the Company  all of its right,  title and  interest,
subject to any and all  liabilities in connection  therewith,  to acquire all of
the issued and  outstanding  common  stock of Command  International  Group Inc.
("CIGI")  in  exchange  for  shares of  common  stock of the  Company  under the
Agreement and Plan of Reorganization  dated as of July 1, 2002, as amended as of
February 24, 2003, by and between CIAC, CIGI and stockholders of CIGI.

On July 7, 2003,  Algiers Merger Co. merged with and into the Company,  with the
Company  continuing  as the  surviving  entity and changed its name from Algiers
Resources, Inc. to Command International Corporation. As a result of the Merger,
CIGI became our  wholly-owned  subsidiary.  CIGI is a provider of web-based  and


                                       1
<PAGE>

LAN-based software solutions through its wholly-owned subsidiaries, Command Line
Corp., a New Jersey  corporation  ("CLC") and Command Internet Corp., a Delaware
corporation  ("CIC").  The consolidated  financial  statements  included in this
report include the accounts of CLC and CIC.

On May 12, 2004, the Company  entered into a Settlement  Agreement (the "Staffin
Settlement")  with Staffin Group  International,  LLC, formerly known as Command
International  Group, LLC ("Staffin") to resolve certain of the disputes under a
Stock Purchase  Agreement  dated March 18, 2002 between the Company and Staffin.
Pursuant to the Settlement Agreement,  the Company gave to Staffin 100 shares of
common  stock  of CLC  held  by it,  which  constituted  all of the  issued  and
outstanding  capital stock of CLC, in exchange for  Staffin's  surrender of 578,
936 shares of our common stock held by Staffin.

On July 6, 2004, the Company amended its Articles of Incorporation and:

      o     changed its corporate name to Key Command International Corp.,

      o     increased the authorized  number of its common stock from 40,000,000
            to 100,000,000, and

      o     changed  the par value per share of its common  stock from $0.001 to
            $0.0001.

As a result of the Staffin  Settlement,  we no longer have an operating company.
We intend to seek to expand our business  through  acquisitions  or mergers with
other entities.  Any decision to make an acquisition or merge will be based upon
a variety of factors,  including,  among  others,  the purchase  price and other
financial terms of the transaction, the business prospects of the target company
and the extent to which any acquisition/merger  would enhance our prospects.  To
the extent that we may  finance an  acquisition/merger  with cash and/or  equity
securities,  any such issuance of equity  securities would result in dilution to
the interests of our shareholders.  Additionally,  to the extent that we, or the
acquisition or merger candidate itself, issue debt securities in connection with
an  acquisition,   we  may  be  subject  to  risks   associated  with  incurring
indebtedness,   including   the  risks  of  interest   rate   fluctuations   and
insufficiency  of cash flow to pay principal and interest.  We presently have no
agreements, understandings or arrangements for any acquisitions or merger.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of the Company's financial condition and the results
of its operations are based on the Company's  financial  statements and the data
used to prepare them.  The  Company's  financial  statements  have been prepared
based on  accounting  principles  generally  accepted  in the  United  States of
America. On an on-going basis, we re-evaluate our judgments and estimates. These
estimates and judgments  are based on  historical  experience  and various other
assumptions that are believed to be reasonable under current business conditions
and  circumstances.  Actual  results  may  differ  from  these  estimates  under
different assumptions or conditions. The Company believes the following critical
accounting  policies  affect more  significant  judgments  and  estimates in the
preparation of the consolidated financial statements.


                                       2
<PAGE>

On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived  Assets" ("SFAS 144"), that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The FASB's
new  rules on asset  impairment  supersede  SFAS No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of,"
and portions of Accounting  Principles Board Opinion 30,  "Reporting the Results
of  Operations."  SFAS 144  provides a single  accounting  model for  long-lived
assets to be disposed of and significantly  changes the criteria that would have
to be met to classify an asset as held-for-sale. Classification as held-for-sale
is an important distinction since such assets are not depreciated and are stated
at the lower of fair value and carrying amount.

SFAS 144 also  requires  expected  future  operating  losses  from  discontinued
operations  to be displayed in the  period(s) in which the losses are  incurred,
rather than as of the measurement  date as presently  required.  The adoption of
SFAS 144 did have an impact on the Company's  results of operations or financial
position.

MATERIAL  CHANGES IN FINANCIAL  CONDITION AS OF MARCH 31, 2004 AS COMPARED  WITH
DECEMBER 31, 2003.

At March 31, 2004,  we had a working  capital  deficit of $664,262,  as compared
with a deficit of $682,467 at December 31, 2003. The Company had cash on hand of
$2,337 at March 31, 2004,  as compared  with $4,905 at December 31, 2003. We did
not have  sufficient  capital on hand to fund our  operations.  The  Company had
repaid its working capital line from its cash flow at March 31, 2004.

We have  funded  the  business  primarily  through  net income  from  continuing
operations  totaling  $7,963 at March 31,  2004.  There was no  commitment  from
officers to continue to lend money to the Company and no further loans were made
to the Company after October 1, 2003. Following the discontinuance of operations
in May 2004, the Company sold 85 million shares, at $.0001 per share, to a group
of five investors including an entity affiliated with the Company's President on
August 17, 2004.

The Company had  $538,208 of accounts  payable and accrued  expenses at December
31, 2003 which remained the same at March 31, 2004. These payables relate mainly
to the operations of CIC which totaled $448,294.

At March 31, 2004, the Company had a retained earnings (deficit) of ($1,163,153)
as compared with $1,181,358 at December 31, 2003.

For the three-months  ended March 31 2004 ("Fiscal 2004 Period") the Company had
net cash provided by operating  activities of $20,932, as compared with net cash
provide by operating  activities of $14,895 for the three-months ended March 31,
2003  ("Fiscal  2003  Period").  The net cash  provided by  operations  resulted
primarily  from a net income of $18,205 for the Fiscal  2003 Period  offset by a
gain on the discontinuance of operations of $10,242. This is compared to the net
loss  of  $24,225  in the  Fiscal  2003  Period  and  income  from  discontinued
operations of $48,178 plus an increase in accounts  payable and accrued expenses
of $65,134.


                                       3
<PAGE>

The  Company had net cash used in  financing  activities  of $23,500  during the
Fiscal 2004 Period,  as compared  with net cash used in financing  activities of
$14,011  during the Fiscal  2003  Period.  During the Fiscal  2004  Period,  the
Company  repaid the bank line of credit,  while during the Fiscal 2003 Period it
repaid the officer loan.

The Company is  concentrating  its efforts in finding  potential merger partners
that share the same qualities as the Company,  and similar  business plans.  The
Company has devoted  substantially  all of its efforts in this area. The Company
anticipates  that with  additional  acquisitions  and product  enhancement  that
positive earnings and increased cash flow will occur prior to the Company's year
end.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

THREE-MONTHS  ENDED MARCH 31, 2004 AS COMPARED WITH THE THREE-MONTHS ENDED MARCH
31, 2003.

Sales in the Fiscal  2004 Period were  $15,589 as compared  with  $27,963 in the
Fiscal 2003 Period.  Sales of  enhancements  and upgrades to existing  installed
systems to a loyal ERP customer base in Fiscal 2003  decreased in Fiscal 2004 as
a result of the Company  not having  sufficient  working  capital to support its
operations.  There were no salaries  for the  three-months  ended March 31, 2004
compared  with $62,500  during the Fiscal Period 2003 as a result of the sale of
CLC.

Office and  administrative  expenses  were  $7,626 for the Fiscal 2004 Period as
compared  with  $30,870 for the Fiscal  Period 2003 as result of the sale of the
operating company during the Fiscal 2004 Period.

The Company had income from discontinued operations in the Fiscal 2004 Period of
$10,242 compared to $48,178 in the Fiscal 2003 Period primarily resulting from a
timing difference on the sale of CLC.


ITEM 3. CONTROL AND PROCEDURES.

As of the end of the period  covered by this  quarterly  report,  the  Company's
President,  acting as its principal  executive  officer and principal  financial
officer,  evaluated the effectiveness of the design of the Company's  disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange  Act of  1934.  Based  on that  evaluation,  the  President
concluded that the Company's  disclosure controls and procedures were effective,
in all  material  respects,  to  ensure  that  the  information  required  to be
disclosed in the reports the Company files and submits under the Exchange Act is
recorded, processed, summarized and reported as and when required.

There  have been no  significant  changes  (including  corrective  actions  with
regards to significant  deficiencies  and material  weaknesses) in the Company's
internal controls or in other factors subsequent to the date the Company carried
out its evaluation that could significantly affect these controls.


                                       4
<PAGE>

                                    PART II

                               OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      There are no pending  legal  proceedings  against the Company or for which
the  Company  is a  party,  other  than  routine  litigation  incidental  to the
Company's business,  nor are there any legal proceedings which terminated during
the quarter ended March 31, 2004.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(A)   EXHIBITS

Exhibit Number          Description
--------------          -----------

31.1*                   Certification  of  Robert Fallah, as Chief Executive
                        Officer and Chief Financial Officer, pursuant to
                        Exchange Act Rule 13a-14(a).

32.2*                   Certification  of  Robert  Fallah,  as  Chief  Executive
                        Officer and Chief Financial Officer, pursuant to Section
                        1350 of the Sarbanes-Oxley Act of 2002.

---------
* Filed with this report

(B)   REPORTS ON FORM 8-K

      None.


                                       5
<PAGE>

                                   SIGNATURE


      In accordance  with the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                                       KEY COMMAND INTERNATIONAL CORP.


Date:  March 16, 2005                  BY: /s/ Robert Fallah
                                          ---------------------------------
                                          Robert Fallah, Chief Executive Officer
                                          and Chief Financial Officer
                                          (Principal Executive Officer and
                                          Principal Financial Officer


                                       6