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, 2005

|_|   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)


               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)


                                       N/A
              ----------------------------------------------------
              (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 |X| No |_|

                      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 1,004,928 shares of the
registrant's common stock, par value $.0001 per share, outstanding as of March
31, 2005.

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, 2005 (Unaudited)                                          F-1

         Condensed Consolidated Statements of Operations for the
         Three Months Ended March 31, 2005 and 2004 (Unaudited)              F-2

         Condensed Consolidated Statements of Cash Flow for the
         Three Months Ended March 31, 2005 and 2004 (Unaudited)              F-3

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

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

Item 3.  Controls and Procedures                                               5


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                     6

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

Signature Page                                                                 7

Exhibit 31.1

Exhibit 32.1


                                       i
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements.

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005
                                  (UNAUDITED)

                                     ASSETS

Current Assets:
  Cash                                                              $         --
                                                                    -----------
      Total Current Assets                                                    --
                                                                    -----------
TOTAL ASSETS                                                        $         --
                                                                    ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
  Taxes payable                                                     $   193,626
  Accounts payable and accrued expenses                                 543,877
                                                                    -----------

      Total Current Liabilities                                         737,503
                                                                    -----------

Officers loans payable                                                  511,084
                                                                    -----------

      Total Liabilities                                               1,248,587
                                                                    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.001 par value, 5,000,000 shares authorized,
    20,000 shares issued and outstanding                                     20
  Common stock, $.0001 Par Value; 100,000,000 shares authorized
    1,004,928 shares issued and outstanding                                 100
  Additional paid-in capital                                             40,431
  Retained earnings (deficit)                                        (1,289,138)
                                                                    -----------

      Total Stockholders' Equity (Deficit)                           (1,248,587)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $        --
                                                                    ===========

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


                                      F-1
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                        MARCH 31,
                                                                    2005         2004
                                                               --------------------------
<S>                                                            <C>            <C>
OPERATING REVENUES
  Sales                                                        $        --    $    15,589

OPERATING EXPENSES
   Office and administrative                                        24,700          7,626
                                                               --------------------------
       Total Operating Expenses                                     24,700          7,626
                                                               --------------------------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS                       (24,700)         7,963

DISCONTINUED OPERATIONS
   Income (loss) from discontinued operations (net of taxes)            --         10,242
                                                               --------------------------
       Total discontinued operations                                    --         10,242
                                                               --------------------------

NET INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                                                 $   (24,700)   $    18,205
Provision for Income Taxes                                              --             --
                                                               --------------------------

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                  $   (24,700)   $    18,205
                                                               ==========================

NET INCOME (LOSS) PER BASIC AND DILUTED SHARES                    (0.02458)      (0.15233)
                                                               ==========================
  From Continuing Operations                                   $  (0.02458)   $   0.06663
                                                               ==========================
  From Discontinued Operations                                 $  (0.02458)   $   0.08570
                                                               ==========================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                             1,004,928        119,511
                                                               ==========================
</TABLE>

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


                                      F-2
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)

                                                             2005        2004
                                                           --------    --------

CASH FLOW FROM OPERATING ACTIVITIES
Continuing Operations:
Net loss                                                   $(24,700)   $  7,963
                                                           --------    --------
Adjustments to Reconcile Net (Loss) to Net Cash
  provided by (used in) operating activities:
Changes in assets and liabilities
   Decrease in accounts receivable                               --       7,431
   (Decrease) in accounts payable and
     and accrued expenses                                   (19,544)         --
                                                           --------    --------
   Total adjustments                                        (19,544)      7,431
                                                           --------    --------

   Net cash provided by (used in) operating
     activities - operations                                (44,244)     15,394
                                                           --------    --------

Discontinued operations
   Income from discontinued operations                           --      10,242
   Adjustments to Reconcile Net Cash (provided by)
   discontinued operations                                       --      (4,704)
                                                           --------    --------

   Net cash provided by operating activities -
   discontinued operations                                       --       5,538
                                                           --------    --------

   Net cash provided by (used in) Operating Activities     $(44,244)   $ 20,932
                                                           --------    --------

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


                                      F-3
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               2005       2004
                                                             --------   --------
<S>                                                          <C>        <C>
CASH FLOW FROM FINANCING ACTIVITES
Continuing Operations:
     Proceeds from common stock issuances, net               $     --   $     --
     Proceeds from preferred stock issuance                    20,000         --
     Loans from officer, net                                   24,244         --
     Repayments from line of credit                                --    (23,500)
                                                             --------   --------
       Net cash provided by (used in) financing activities     44,244    (23,500)
                                                             --------   --------

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

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

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

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH
  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
                                                             --------   --------
                                                             $     --   $     --
                                                             ========   ========
</TABLE>

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


                                      F-4
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

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  condensed 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. For purposes of these financial statements, CIC is synonymous with
      Spiderfuel post-merger.


                                      F-5
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

      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.

      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.

      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 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.


                                      F-6
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

      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.

      In July,  2004 the Company  changed its name to Key Command  International
      Corp.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Principles of Consolidation

      The condensed  consolidated  financial  statements include the accounts of
      CIC and CLC. All significant  intercompany  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.


                                      F-7
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      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.

      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

      There was no  depreciation  expense for the three  months  ended March 31,
      2005 and 2004.

      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>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

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,
                                                          2005          2004
                                                       -----------   ----------

      Net Income (Loss)                                $   (24,700)  $   18,205
                                                       -----------   ----------

      Weighted-average common shares
        outstanding (Basic)                              1,004,928      119,511

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

      Weighted-average common shares
        outstanding (Diluted)                            1,004,928      119,511
                                                       ===========   ==========

      Options and warrants  outstanding  to purchase  stock were not included in
      the  computation  of  diluted  EPS  because   inclusion  would  have  been
      antidilutive.  The Company has no options or  warrants  outstanding  as of
      March 31, 2005, and no options or warrants have been granted to date.

      Weighted  average for 2003 has been  restated to account for the surrender
      of stock and change in par value, which has been retroactively recorded.

      Advertising

      Costs of advertising and promotion are expensed as incurred. There were no
      advertising costs for the three months ended March 31, 2005 and 2004.


                                      F-9
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

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  for   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.


                                      F-10
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Stock-Based Compensation (Continued)

      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.

      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. 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.


                                      F-11
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent Accounting Pronouncements (Continued)

      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  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  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.


                                      F-12
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent Accounting Pronouncements (Continued)

      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 entity  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
      did not have a significant  impact on the Company's  results of operations
      or financial position.

      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") 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>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent Accounting Pronouncements (Continued)

      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.

      In December 2004, the FASB issued Financial  Accounting  Standards No. 123
      (revised 2004) (FAS 123R),  "Share-Based  Payment, " FAS 123R replaces FAS
      No. 123,  "Accounting for Stock-Based  Compenasation",  and supersedes APB
      Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees."  FAS 123R
      requires  compensation  expense,  measured  as the fair value at the grant
      date, related to share-based payment  transactions to be recognized in the
      financial  statements over the period that an employee provides service in
      exchange  for the award.  The Company  intends to adopt FAS 123R using the
      "modified prospective" transition method as defined in FAS 123R. Under the
      modified prospective method, companies are required to record compensation
      cost  prospectively for the unvested portion,  as of the date of adoption,
      of previously  issued and  outstanding  awards over the remaining  vesting
      period of such awards.  FAS 123R is effective January 1, 2006. The Company
      is  evaluating  the  impact  of FAS  123R on its'  results  and  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 balances due such
      officer at March 31,  2005 is  $511,084.  There is no stated  interest  or
      terms of interest on this note.


                                      F-14
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 4- 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

      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 and CIGI on May 29, 2002. The lease
      has been extended.

      CLC has entered into leasing  agreements with terms not exceeding one-year
      and are not  considered  to be  material.  Due to the length of the terms,
      there are no annual future minimum rentals due at March 31, 2005.

NOTE 5- 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.

      At March 31, 2005, deferred tax assets consist of the following:

      Deferred tax asset                    $    386,700
      Less:  valuation allowance                (386,700)
                                            ------------
      Net deferred tax asset                $         -0-
                                            ============

      At March 31, 2005, the Company had deficits accumulated in the approximate
      amount of  $1,289,000,  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.


                                      F-15
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 6- STOCKHOLDERS' EQUITY (DEFICIT)

      Common Stock

      In May  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.

      In July 2004,  the Company  amended  its  Articles  of  Incorporation  and
      pursuant to a board  resolution,  increased the authorized level of common
      stock  from  40,000,000  to  100,000,000  and to change the par value from
      $0.001 to  $0.0001.  In  addition,  the  Company  changed  its name to Key
      Command International Corp.

      In August 2004,  the Company issued 885,417 shares of common stock to five
      investors for cash of $8,500.

      On April 5, 2005,  the Company effected a one for 96 reverse  split of the
      common stock. All share and per share data in this report give retroactive
      effect to such split.

      Preferred Stock

      The Company has 5,000,000 shares of preferred stock,  $0.001 par value per
      share,  authorized,  and 20,000 shares were issued to various investors on
      February 15, 2005, convertible into  4,240,000 shares of Common Stock upon
      the completion of a business combination as defined in the Delaware
      General Corporation Law.


                                      F-16
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 7- GOING CONCERN

      As shown in the accompanying  condensed consolidated financial statements,
      the Company incurred substantial net losses through March 31, 2005 and for
      the years ended December 31, 2004 and 2003. 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.

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

NOTE 8- 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,
                                             2005                 2004
                                          ---------            ---------

            Revenues                      $      --            $  24,892
                                          ---------            ---------
            Income before income taxes           --            $  10,532
            Provision for taxes                  --                  290
                                          ---------            ---------
            Net income                    $      --            $  10,242
                                          =========            =========
            Net income per share          $      --            $  .08570
                                          =========            =========
            Diluted income per share      $      --            $  .08570
                                          =========            =========

NOTE 9- SUBSEQUENT EVENT

      On April 5, 2005,  the Company effected a one for 96 reverse  split of the
      common stock. All share and per share data in this report give retroactive
      effect to such split.


                                      F-17
<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
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.


                                       1
<PAGE>

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.

On May 19, 2005, the Board of Directors of Key Command  International Corp. (the
"Company")  unanimously  approved:  (a) a spin-off for the Company to distribute
all of the outstanding shares of Command Internet Corp.  ("CIC"), a wholly-owned
Delaware subsidiary, to the Company's current Common and Preferred Stockholders,
and (b) the merger of  Command  International  Group,  Inc.  ("CIGI"),  a second
wholly-owned  Delaware  subsidiary,   with  and,  into  the  Company.  Upon  the
completion  of the  aforesaid  two  transactions,  the Company will not have any
subsidiaries nor any operating company. These transactions are required steps in
a proposed merger of the Company with a target company ("Target") and will occur
only  if the  proposed  merger  is  completed.  In the  proposed  Target  merger
transaction, Target shareholders will receive 28,688,000 shares of the Company's
Common Stock and the  Company's  shareholders  will retain  2,608,000  shares of
Common Stock on an as converted  basis.  On May 26, 2005, CIC effected a charter
amendment  which increased the amount of its total  authorized  shares of Common
Stock from 1,500 to  10,000,000  shares.  As of May 20,  2005,  the  Company had
1,004,960  shares of Common  Stock  outstanding  and  20,000  shares of Series A
Preferred  Stock  convertible  into 4,240,000  shares of Common  Stock upon  the
completion of a business combination. The shares of CIC will be  distributed  to
the Company's  Common  Stockholders  and Preferred Stockholders on a one-for-one
as converted basis.

      Any decision to engage in this  proposed  merger or any other  acquisition
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.  Aside from the Target
merger  transaction,  we presently have no other  agreements,  understandings or
arrangements for any acquisitions or merger.


                                       2
<PAGE>

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.

On October 3, 2001, the FASB issued Statement of Financial  Accounting Standards
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 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, 2005 as Compared  with
December 31, 2004 (restated).

At March 31, 2005,  we had a working  capital  deficit of $737,503,  as compared
with a deficit of $757,047 at December 31, 2004. The Company had cash on hand of
$0 at March 31, 2005,  which was the same at December 31, 2004.  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, 2005.

We have funded the  business  primarily  through  proceeds  from the issuance of
preferred stock of $20,000 and officer loans of $24,244. 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 885,417 shares, at $.0001 per share, to
a group of five  investors  including an entity  affiliated  with the  Company's
President on August 17, 2004.


                                       3
<PAGE>

The Company had  $563,421 of accounts  payable and accrued  expenses at December
31, 2004 which  decreased to $543,877 at March 31, 2005.  These payables  relate
mainly to the operations of CIC.

At March 31, 2005, the Company had a retained  earnings  (deficit) of $1,289,138
as compared with $1,264,438 at December 31, 2004.

For the three  -months  ended March 31, 2005  ("Fiscal 2005 Period") the Company
had net cash used in operating  activities of $44,244, as compared with net cash
provided by operating activities of $15,394 for the three-months ended March 31,
2004 ("Fiscal 2004 Period"). The net cash provided by operations resulted a from
a net loss of $24,700  for the Fiscal  2005  Period and a decrease  in  accounts
payable  and accrued  expenses  of $19,544.  This is compared to the net loss of
$7,963 in the Fiscal  2004  Period  and a decrease  of  accounts  receivable  of
$7,431.

The Company had net cash provided by financing  activities of $44,244 during the
Fiscal 2005 Period,  as compared  with net cash used in financing  activities of
$23,500 during the Fiscal 2004 Period.

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, 2005 as compared with the Three-Months Ended March
31, 2004.

Sales in the Fiscal 2005 Period for the three  months ended was zero as compared
with $15,589 in the Fiscal 2004  Period.  There were no sales in the Fiscal 2005
Period as a result of the Company entering into the Staffin Settlement Agreement
and  the discontinuance of CLC's  operations.  There were  no  salaries  for the
three-months  ended March 31, 2005 and no salaries during the three months ended
in the Fiscal Period 2004 as a result of the sale of CLC.

Office and  administrative  expenses  were  $24,700 for the three  months  ended
Fiscal 2005 as compared with $7,626 for three months ended Fiscal Period 2004 as
result of the sale of the operating company during Fiscal 2005.

The Company had income from  discontinued  operations for the three months ended
of zero in Fiscal 2005 compared to income of discontinued  operations of $10,242
in Fiscal 2004 primarily resulting from a timing difference on the sale of CLC.


                                       4
<PAGE>

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.


                                       5
<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, 2005.

Item 2.  Unregistered Sales of Equity Securities

      On  February  15,  2005,  the  Company  issued  20,000  shares of Series A
Convertible  Preferred Stock to five (5) persons including Allied  International
Fund (4,448 shares), a greater than 5% shareholder,  and Global Asset Management
LLC (4,255 shares), a greater than 5% shareholder wholly-owned by Robert Fallah,
the Company's  CEO. Each share of Preferred  Stock is convertible at the rate of
212 for one or an aggregate of 4,240,000  shares of common stock upon completion
of a business combination as defined under the Delaware General Corporation Law.
The  shares  were  sold at $ 1.06 per  share in  accordance  with the  Company's
Certificate of Designation  filed on February 4, 2005.  There was no underwriter
or placement agent involved in the transaction.  Exemption from  registration is
claimed under Section 4(2) of the Securities Act of 1933.

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.


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<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: June 6, 2005                     BY: /s/ Robert Fallah
                                           -------------------------------------
                                           Robert Fallah,
                                           President and Chief Executive Officer


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