<PAGE>


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

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the Fiscal Year Ended December 31, 2002

                                       OR

[ ]  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (No Fee Required)
                          Commission File No. 000-26627

                             Algiers Resources, Inc.
                             -----------------------
                 (Name of Small Business Issuer in its Charter)


       Delaware                                            13-4031359
--------------------------------------             --------------------------
 State or other jurisdiction                          I.R.S. Employer
of incorporation or organization                    Identification Number


   317 Madison Avenue, Suite 2310, New York, New York                 10017
------------------------------------------------------------       -----------
        Address of principal executive office                       Zip Code

Issuer's telephone number:  (212) 949-9696

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required by Section 13 or 15(d)
of the Exchange Act during the past 12 months, and (2) has been subject to such
filing requirements for the past ninety (90) days.
Yes  X    No
    ----     -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB.  X
                               ---

The Company's revenues for Fiscal Year ended December 31, 2002 were $0.00.

As of March 20, 2003, 2,545,000 shares of Common Stock were outstanding and
there was no trading market for the Common Stock. The number of shares held by
non-affiliates was 545,000 shares.

Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                ---     ---

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None.


                                       1
<PAGE>


                                     PART I

Item 1.  Description of Business.

         Algiers Resources, Inc. (the "Company" or "we" or "us") was
incorporated in Delaware in October 1998 and was formed by Mr. James A.
Prestiano, a stockholder, and the sole officer and director of the Company. Our
principal executive offices are located at 317 Madison Avenue, Suite 2310, New
York, NY 10017. We have always been a developmental stage company since our
inception and we have no operating history other than organizational matters,
and the filing of reports with the Securities and Exchange Commission (the
"Commission"). We have no full time or part time employees and Mr. Prestiano
manages our affairs.

         We have no operating business, nor do we intend to develop our own
operating business. Our only prospects toward operations are by seeking to
effect a merger or other business combination (a "transaction") with a
corporation or other business entity which owns an operating business and wishes
to undertake a transaction for its own corporate purposes (a "Merger Target"),
generally related to gaining access to the capital markets and achieving
liquidity for its stockholders. Our primary activities currently involve seeking
a Merger Target and filing reports with the Commission. As such, we are known as
a "shell" company, whose sole purpose at this time is to locate a Merger Target
and consummate a transaction.

         The Company has entered into an Agreement and Plan of Merger, dated as
of March 20, 2003 (the "Merger Agreement"), a copy of which is attached hereto
as an exhibit, with Algiers Merger Co., a Delaware corporation and a wholly
owned subsidiary of the Company ("Merger Sub") and Command International
Acquisition Corporation, a Delaware corporation ("CIAC"), whereby CIAC will
merge (the "Merger") with and into Merger Sub, with Merger Sub continuing as the
surviving corporation (the "Surviving Corporation"). Pursuant to the Merger
Agreement, (i) each outstanding share of common stock, par value $0.0001 per
share, of CIAC will be converted into one share of Common Stock of the Company
at the time the Certificate of Merger is filed with Delaware Secretary of State,
and (ii) all outstanding shares of common stock, par value $.001 per share, of
Merger Sub shall remain 100 shares of common stock, par value $.001per share, of
the Surviving Corporation. In addition, CIAC entered into a Plan and Agreement
of Reorganization dated as of July 1, 2002, as amended as of February 24, 2003
("CIG Agreement"), a copy of which is attached hereto as an exhibit, with
Command International Group Inc. ("CIG") and stockholders of CIG whereby CIAC
was given the right to acquire all of the issued and outstanding shares of
common stock of CIG in exchange for 5,239,238 shares of CIAC Common Stock. The
Merger Agreement requires as a condition to the closing of the Merger that CIAC
assign its rights under the CIG Agreement to the Company. In contemplation
thereof, the Company deposited in escrow with Snow Becker Krauss P.C. 5,239,238
shares of Common Stock of the Company for issuance to CIG upon the closing of
the CIG Agreement. In accordance therewith, stockholders of CIAC and CIG will
receive an aggregate of 10,478,476 shares of Common Stock of the Company or
approximately 89% of the issued and outstanding Common Stock.



                                       2
<PAGE>

         After the Merger, the business of CIAC and CIG will be our operating
business. CIG 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").

         CLC has been providing procurement and supply chain management,
manufacturing and distribution systems across multiple industries since 1985.
CLC's objectives have been to provide customized software systems for business
applications where a canned "off-the-shelf" package would not meet customer
needs. CLC offers the following software systems, which can be integrated with
other software systems:

         o        CLC-PM4(TM) Purchasing Management System. A complete
                  purchasing management system which can also include multi-site
                  inventory control, purchasing requisitions, RFQ's, A/P invoice
                  processing, supplier analysis, and much more.

         o        CLC-MRP(TM) Manufacturing Management System. A full
                  manufacturing management system including bill of materials,
                  parts explosion, job/project control, labor tracking, work in
                  process tracking, and integrated ties to inventory,
                  purchasing, receiving, sales order entry, and finished product
                  inventory control.

         o        CL-Sea(TM) Maritime Purchasing Management. A complete
                  purchasing management system designed specifically for the
                  maritime industry, including purchasing for spare parts,
                  services, and provisions, plus optional charterer budgeting
                  and invoicing for third parties with reimbursable expense
                  tracking.

         o        CLC-DMS(TM) Sales and Distribution Management System. A
                  complete sales and distribution management system including
                  sales order entry and shipping, finished products inventory
                  control, leases and rentals, serialized equipment tracking,
                  sales quotations, and accounts receivable invoice generation

         In addition, CLC operates the North American Sales/Support arm of
iShipExchange. iShipExchange is an online marketplace for the commercial
maritime industry that links buyers and sellers in an efficient, comprehensive
B2B community.

         CIC provides user-friendly integrated software applications to enable a
company to operate its business more efficiently through its Web site.

         At the closing of the Merger, Mr. Prestiano will resign as sole officer
of the Company and Robert Fallah will be appointed Chief Executive Officer of
the Company. In addition, Mr. Prestiano will also resign as a director of the
Company and Mr. Fallah and Frank Cantatore will be designated as new members of
the Company's board of directors.



                                       3
<PAGE>

         The proposed business activities described herein classify us as a
"blank check" or "blind pool" entity. Many states have enacted statutes, rules,
and regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. We cannot assure that any market for our Common
Stock will develop even if we are able to successfully implement our business
plan and complete the merger with CIAC.

Item 2.  Description of Property

         We do not own or lease any real property at this time. Pursuant to an
oral agreement with The Law Offices of James A. Prestiano, Esq., a firm
controlled by James Prestiano, our President, sole director, majority
stockholder and founder, we utilized the office space and related facilities of
such firm as our principal executive office. Such office is located at 317
Madison Avenue, Suite 2310, New York, NY 10017.

         We do not own or intend to invest in any real property, real estate
mortgages, or any other real estate backed securities. We have no formal policy
with respect to investments in real estate or investments with persons primarily
engaged in real estate activities.

Item 3.  Legal Proceedings

         We are not a party to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of stockholders in the fourth quarter
of 2002.



                                       4
<PAGE>

                                     PART II

Item 5. Market for Company's Common Equity and Related Stockholder Matters

         Our Common Stock is not currently traded on any public trading market.
No assurance can be given that any market for our Common Stock will develop. We
will attempt to obtain a quote for our Common Stock on the NASD OTC Bulletin
Board following the completion of the Merger.

         The authorized capital stock of the Company consists of 45,000,000
shares, of which 40,000,000 shares have been designated Common Stock, $0.001 par
value, and 5,000,000 shares of "blank-check" Preferred Stock, $0.001 par value.
At March 20, 2003, there were 2,545,000 shares of Common Stock outstanding and
held of record by 36 stockholders. No shares of Preferred Stock have been
issued, and the Board has not designated the rights or preferences of any class
or series of Preferred Stock.

         We have not declared any dividends and do not intend to in the
foreseeable future as we have no reserves. CIAC may change this policy. However,
since it is an early stage growth company, it is unlikely that its management
would declare any dividend for a while after the Merger.

Recent Sales of Unregistered Securities

         The following information relates to the sale of unregistered
securities by the Company during the three year period ended December 31, 2002.
This sale of securities was made in reliance upon an exemption from the
registration provisions of the Securities Act set forth in Sections 4(2) thereof
and the rules and regulations under the Securities Act, including Regulation D,
as a transaction by an issuer not involving any public offering and/or sale to a
limited number of purchasers who were acquiring such securities for their own
account for investment purposes and not with a view to the resale or
distribution thereof.

         On November 5, 2001, the Company issued 55,000 shares of Common Stock
to La Sala, CPA, P.C. ("La Sala") as consideration for certain accounting and
tax services rendered to the Company. On November 5, 2001, the 55,000 shares of
Common Stock issued to La Sala were valued by the Company at $1,500. The shares
issued to La Sala are restricted shares and were issued in a transaction exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) of that act.



                                       5
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

Plan of Operation

         Statements contained in this Plan of Operation of this Annual Report on
Form 10-KSB 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 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. (See the "RISK
FACTORS" section below for a description of certain of the known risks and
uncertainties of the Company.)

General

         Our plan is to seek, investigate, and consummate a merger or other
business combination, purchase of assets or other strategic transaction (i.e.
Merger) with a corporation, partnership, limited liability company or other
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. The Company has
entered into a Merger Agreement with Algiers Merger Co. and CIAC, whereby CIAC
will merge with and into Merger Sub, with Merger Sub continuing as the surviving
corporation. Pursuant to the Merger Agreement, (i) each outstanding share of
common stock, par value $0.0001 per share, of CIAC will be converted into one
share of Common Stock of the Company at the time the Certificate of Merger is
filed with Delaware Secretary of State, and (ii) all outstanding shares of
common stock, par value $.001 per share, of Algiers Merger Co. shall remain 100
shares of common stock, par value $.001per share, of the Surviving Corporation.
In addition, CIAC entered into a Plan and Agreement of Reorganization dated as
of July 1, 2002, as amended as of February 24, 2003, with CIG and stockholders
of CIG whereby CIAC was given the right to acquire all of the issued and
outstanding shares of common stock of CIG in exchange for 5,239,238 shares of
CIAC Common Stock. The Merger Agreement requires as a condition to the closing
of the Merger that CIAC assign its rights under the CIG Agreement to the
Company. In contemplation thereof, the Company deposited in escrow with Snow
Becker Krauss P.C. 5,239,238 shares of Common Stock of the Company for issuance
to CIG upon the closing of the CIG Agreement. In accordance therewith,
stockholders of CIAC and CIG will receive an aggregate of 10,478,476 shares of
Common Stock of the Company or approximately 89% of the issued and outstanding
Common Stock.



                                       6
<PAGE>

         After the merger, the business of CIAC and CIG will be our operating
business. CIG 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").

         Our auditors have included an explanatory paragraph in their report for
the year ended December 31, 2002, indicating that certain conditions raise
substantial doubt regarding our ability to continue as a going concern. The
financial statements included in this Form 10-KSB do not include any adjustment
to asset values or recorded amounts of liability that might be necessary in the
event we are unable to continue as a going concern. If we are in fact unable to
continue as a going concern, shareholders may lose their entire investment in
our common stock.

         We do not have sufficient capital with which to provide the owners of
CIAC with significant cash or other assets. We believe we can offer owners of
CIAC the opportunity to acquire a controlling ownership interest in a public
company at substantially less cost than is required to conduct an initial public
offering.

Equipment and Employees

         As of December 31, 2002, we had no operating business and thus no
equipment and no employees, other than our president, who does not receive a
salary. We do not intend to develop our own operating business but instead plan
to merge with CIAC pursuant to the Merger Agreement.

Expenses for Years Ended December 31, 2002 and December 31, 2001

         Net cash used in operating activities for the twelve months ended
December 31, 2002 was $2,825, compared to $8,612 for the twelve months ended
December 31, 2001. During the twelve months ended December 31, 2002, the Company
had no revenues and did not have any sources or uses of cash outside of its
operating activities. As a result, cash on hand decreased by $2,825 for the
twelve months ended December 31, 2002 to $483.

         The operating expenses of $10,427 for the twelve month period ended
December 31, 2002 and $10,258 for the twelve months ended December 31, 2001
resulted primarily from accounting/auditing, legal and general administrative
expenses relating to the Company's quarterly and annual filings with the
Commission. Certain of the Company's professional service providers agreed to
forego cash payment for their services in exchange for securities of the
Company.



                                       7
<PAGE>

                                  RISK FACTORS

We Have No Operating History or Basis for Evaluating Prospects

         We were incorporated in October 1998 and we have no operating business
or plans to develop one. We only recently entered into the Merger Agreement with
CIAC. Accordingly, there is only a limited basis upon which to evaluate our
prospects for achieving our intended business objectives. To date, our efforts
have been limited to organizational activities, the Private Placement, filing
reports with the Commission, and searching for Merger Targets.

We Have Limited Resources and No Revenues From Operations, and May Need
Additional Financing in Order to Execute our Business Plan; Our Auditors Have
Expressed Doubt as to our Ability to Continue Business as a Going Concern

         We have limited resources, no revenues from operations to date, and our
cash on hand may not be sufficient to satisfy our cash requirements during the
next twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of the
merger with CIAC and we cannot ascertain our capital requirements until such
time. Further limiting our abilities to achieve revenues, in order to avoid
status as an "Investment Company" under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), we can only invest our funds prior to a
merger in limited investments which do not invoke Investment Company status.
There can be no assurance that determinations ultimately made by us will permit
us to achieve our business objectives. Our auditors have included an explanatory
paragraph in their report for the year ended December 31, 2002, indicating that
certain conditions raise substantial doubt regarding our ability to continue as
a going concern. The financial statements included in this Form 10-KSB do not
include any adjustment to asset values or recorded amounts of liability that
might be necessary in the event we are unable to continue as a going concern. If
we are in fact unable to continue as a going concern, shareholders may lose
their entire investment in our common stock.

We Are Unable to Ascertain Risks Relating to the Industry and Nature of CIAC,
and You Will Have Little or No Control over CIAC after the Merger

         Our director and executive officer has no experience in the industry of
CIAC. Accordingly, he has a limited basis to evaluate the possible merits or
risks of CIAC or the particular industry in which we may ultimately operate, and
therefore risks of a currently unascertainable nature may arise with CIAC.
Although management will endeavor to evaluate the risks inherent with CIAC,
there can be no assurance that we will properly ascertain and evaluate all such
risks.

We Will Be Able to Effect At Most One Merger, and Thus May Not Have a
Diversified Business


                                       8
<PAGE>

         Our resources are limited and we will most likely have the ability to
effect only a single merger. This probable lack of diversification will subject
us to numerous economic, competitive and regulatory developments, any or all of
which may have a material adverse impact upon the particular industry in which
we may operate subsequent to the consummation of a merger. We will become
dependent upon the development or market acceptance of a single or limited
number of products, processes or services of CIAC. Accordingly, notwithstanding
any capital investment in, and management assistance to CIAC, there can be no
assurance that CIAC will prove to be commercially viable, or that its securities
will trade at a favorable level.

We Depend upon a Single Executive Officer and Director, Whose Experience Is
Limited and Who Makes All Management Decisions

         Our ability to effect the merger with CIAC will be dependent upon the
efforts of our executive officer and sole director, James Prestiano.
Notwithstanding the importance of Mr. Prestiano, we have not entered into any
employment agreement or other understanding with Mr. Prestiano concerning
compensation or obtained any "key man" life insurance on his life. The loss of
the services of Mr. Prestiano will have a material adverse effect on our
business objectives. We will rely upon the expertise of Mr. Prestiano and do not
anticipate that we will hire additional personnel. While we have engaged certain
outside consultants who have and who will continue to assist us in evaluating
Merger Targets, we may not have the resources to retain additional personnel as
necessary.

         Although Mr. Prestiano has some legal experience in buying and selling
businesses, he has limited experience in "blind pool" or "blank check"
companies. In addition, Mr. Prestiano has not been a director or officer of any
public company, other than as stated herein.


Mr. Prestiano Is a Principal Executive Officer and Director of Eight Other
Similar Companies Which Creates an Inherent Conflict of Interest

         During 2002 Mr. Prestiano served as the sole director and officer of
eight other similarly capitalized companies (identified in Item 12, Part III
below) that contemplate the same business activities as us and thus compete
directly with us. In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present
certain business opportunities to such corporation. As a result of Mr.
Prestiano's business associations with multiple companies, he will have
conflicting interests. Therefore, we have agreed that with respect to conflicts
of interest amongst these companies related to the allocation of opportunities
and the negotiation and merger with Merger Targets, we have waived and will
waive any conflict or claim related to Mr. Prestiano's fiduciary duty. We
believe that any potential conflict is significantly mitigated by the fact that
Mr. Prestiano has the same ownership interest in each other company as he does
in our Company, and each company (including ours) has identical capital
structure. The conflict will be more significant should, at a later date, these
facts change.


                                       9
<PAGE>

There Exist Conflicts of Interest Relating to the Compensation and Reimbursement
of Mr. Prestiano and Affiliates

         Mr. Prestiano has received no cash or stock compensation for his
services as our sole director and/or president. Mr. Prestiano's share ownership
is limited to his founder's shares. Mr. Prestiano and his affiliates have been
reimbursed, at cost, for reasonable business expenses incurred on our behalf,
including those incurred in connection with our formation, the 1998 Private
Placement, and the preparation and filing of a Registration Statement on Form
10SB under the Exchange Act and subsequent reports. Mr. Prestiano and his
affiliates will also be entitled to be reimbursed for any future reasonable
business expenses, including any expenses incurred in connection with the merger
with CIAC. This will include reimbursement for the cost of the personnel of Mr.
Prestiano or his affiliates (other than Mr. Prestiano himself) to be inclusive
of all documented costs of their employment on a reasonable hourly or daily
allocation while engaged in activities on our behalf.

Management Will Change Upon the Consummation of the Merger with CIAC

         After the closing of the merger with CIAC, our current management will
not retain any control over the Company. Mr. Prestiano will resign as sole
officer of the Company and Robert Fallah will be appointed as sole executive
officer of the Company. In addition, at the closing of the merger, Mr.
Prestiano's will resign as a director of the Company and Mr. Fallah and Frank
Cantatore will be designated as new members of the Company's board of directors.

Recent Rulemaking Has Made it More Difficult for Us to Establish a Trading
Market for Our Common Stock.

         A public market for the Common Stock does not exist and there can be no
assurance that one will ever develop or if developed will continue. We will
attempt to obtain a quote for our Common Stock on the NASD OTC Bulletin Board.
In general, creation of a public market for the Common Stock depends on, among
other things, (i) acceptance of our stock on an exchange or interdealer
quotation system, (ii) filing of a Form 211 with the NASD for trading on the OTC
Bulletin Board and/or (iii) registration of the shares through a Registration
Statement filed under the Securities Act. Such actions may be costly and
difficult and could potentially fail. Recent NASD policy making has also
hindered our ability to obtain a trading market. If no market develops, it may
be difficult or impossible for the holders of the Common Stock to sell their
securities if they should desire to do so. In addition, there are substantial
restrictions on the sale or transfer of Common Stock imposed by federal and
state security laws, if the shares of Common Stock are not registered through a
Registration Statement. If the shares are registered, there are no assurances
that a regular trading market will develop for any of the Common Stock and that
if developed any such market will be sustained.


                                       10
<PAGE>

Current Stockholders Will Be Immediately and Substantially Diluted upon a Merger

         Our Certificate of Incorporation authorizes the issuance of 40,000,000
shares of Common Stock. There are currently 37,455,000 authorized but unissued
shares of Common Stock available for issuance. It is anticipated that an
additional 10,478,476 shares will be issued in connection with the merger with
CIAC. To the extent that additional shares of Common Stock are issued, our
stockholders would experience dilution of their respective ownership interests.
Furthermore, the issuance of a substantial number of shares of Common Stock may
adversely affect prevailing market prices, if any, for the Common Stock and
could impair our ability to raise additional capital through the sale of equity
securities. We have used and may continue to use consultants and other third
parties providing goods and services, including assistance in the identification
and evaluation of potential Merger Targets. In the past, these consultants have
been paid only with stock, but in the future, these consultants or third parties
may be paid in cash, stock, options or other securities. Mr. Prestiano has the
sole discretion to engage consultants and other assistance and to pay partially
or in whole with stock or options for stock and to raise additional funds by
selling our securities which may involve substantial additional dilution to the
investors.

Most of Our Outstanding Common Stock Is Not Immediately Eligible for Resale

         Of the 2,545,000 shares of Common Stock outstanding of the Company as
of the date of this annual report, few are eligible for sale under Rule 144
("Rule 144") promulgated under the Securities Act. An aggregate of 275,117
shares have been registered pursuant to the registration statement on Form S-8.
In addition, under Rule 144, as currently in effect, subject to the satisfaction
of certain other conditions, a person, including an affiliate of the Company (or
persons whose shares are aggregated), who has owned restricted shares of Common
Stock beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the total number of outstanding shares of the same class or, if the Common Stock
is quoted on an exchange or NASDAQ, the average weekly trading volume during the
four calendar weeks preceding the sale. A person who has not been an affiliate
of the Company for at least three months immediately preceding the sale and who
has beneficially owned the shares of Common Stock to be sold for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above. No prediction can be made as to the effect, if
any, that sales of such shares of Common Stock or the availability of such
shares for sale will have on the market prices, if any, for shares of Common
Stock prevailing from time to time. Nevertheless, the sale of substantial
amounts of Common Stock in the public market would likely adversely affect
prevailing market prices for the Common Stock and could impair our ability to
raise capital through the sale of equity securities.

We Do Not Expect to Pay Cash Dividends

         We do not expect to pay dividends and we have no cash reserves. The
payment of dividends after consummating the merger with CIAC will be contingent
upon the incoming management's views and our revenues and earnings, if any,
capital requirements, and general financial condition subsequent to consummation
of the merger. We presently intend to retain all earnings, if any, for use in
business operations and accordingly, the Board does not anticipate declaring any
dividends in the foreseeable future. It is probable that any postmerger
arrangement will have a similar philosophy.


                                       11
<PAGE>

We Are Authorized to Issue Preferred Stock

         Our Certificate of Incorporation authorizes the designation and
issuance of 5,000,000 shares of preferred stock (the "Preferred Stock"), with
such designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Delaware, may determine from time to time. Accordingly, the Board is empowered,
without stockholder approval, to designate and issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change of control. Although
we do not currently intend to designate or issue any shares of Preferred Stock,
there can be no assurance that we will not do so in the future. It is likely
however, that following a merger, new management may issue such Preferred Stock,
and it is possible that one or more series of Preferred Stock will be designated
and/or issued in order to effectuate a merger or financing. As of this date, we
have no outstanding shares of Preferred Stock and we have not designated the
rights or preferences of any series of Preferred Stock.


Item 7.  Financial Statements

         See the Consolidated Financial Statements and related Report of
Independent Certified Public Accountants included herewith as pages F-1 through
F-11.


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure


         The information required under Item 304(a) of Regulation S-B has
previously been disclosed in a current report on Form 8-K filed with the
securities and Exchange Commission on April 4, 2003. No disclosure is required
under Item 304(b) of Regulation S-B.



                                       12
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

         The following table sets forth information concerning the sole director
and executive officer of the Company:

Name                    Age      Title
----                    ---      -----
James A. Prestiano      38       President, Secretary, and Sole Director

       Mr. James A. Prestiano, age 38, is the sole director, president, and
secretary of the Company. Mr. Prestiano is the principal of the Law Offices of
James A. Prestiano. Mr. Prestiano practices law in New York, New York in the
areas of securities law, corporate law, litigation and other business matters.
Mr. Prestiano has practiced law in New York since 1993. From 1990 to 1993, Mr.
Prestiano was a Staff Attorney at the Northeast Regional Office of the United
States Securities and Exchange Commission. Mr. Prestiano is a graduate of St.
Johns University, where he received a B.A. degree in 1987 and J.D. degree in
1990.

       Mr. Prestiano is not required to commit his full time to the affairs of
the Company and it is likely that he will not devote a substantial amount of
time to the affairs of the Company. At the closing of the merger with CIAC, Mr.
Prestiano will resign as sole officer of the Company and Robert Fallah will be
appointed as chief executive officer of the Company. In addition, Mr. Prestiano
will resign as the sole director of the Company and Mr. Fallah and Frank
Cantatore will be designated as new members of the Company's board of directors.

Meetings of the Board

       Our sole director is, and always has been, Mr. Prestiano. As of March 20,
2003, the Board of Directors, by written consent signed by the sole director, in
lieu of a meeting, approved and ratified all actions taken by management
including all agreements and stock issuances in fiscal 2001. As we only have one
board member, we do not have separate or independent audit or compensation
committees.

       In addition to the Company, Mr. Prestiano serves as the sole director and
sole officer (President, Secretary and Chief Financial Officer) of eight other
companies that contemplate the same business activities as the Company and thus
compete directly with the Company. Including the Company, these companies are:
Balstron Corporation; Daliprint, Inc.; Hartscup Corporation; Mayall Partners,
Inc.; PSLRA, Incorporated; Regal Acquisitions, Inc.; Voyer One, Inc.; and, Voyer
Two, Inc.


                                       13
<PAGE>

Item 10.  Executive Compensation

       James A. Prestiano is the sole officer and director of the Company. Mr.
Prestiano receives no compensation for his services as the sole director and/or
president and secretary of the Company. Mr. Prestiano and his affiliates have
been reimbursed, at cost, for the reasonable business expenses of the Company,
including those incurred in connection with the formation of the Company, the
Private Placement, and the preparation and filing of a Registration Statement on
Form 10-SB under the Exchange Act. Mr. Prestiano and his affiliates will also be
entitled to be reimbursed for any future reasonable business expenses of the
Company, including any expenses incurred in connection with the merger with
CIAC. This will include reimbursement for the cost of the personnel of Mr.
Prestiano or his affiliates (other than Mr. Prestiano himself) to be inclusive
of all documented costs of their employment on a reasonable hourly or daily
allocation while engaged in activities on behalf of the Company.

       While the Company does not presently anticipate engaging the services of
professional firms that specialize in finding business acquisitions on any
formal basis, the Company may engage such firms in the future, in which event
the Company may pay a finder's fee or other compensation. In no event, however,
will the Company pay a finder's fee or commission to any officer and director of
the Company or any entity with which he is affiliated for such service. The
Company does not have any incentive or stock option plan in effect.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

       The following table sets forth information as of this date, with respect
to Common Stock of the Company owned by James A. Prestiano, the sole director
and officer of the Company, and the owners of more than 5% of the outstanding
and voting Common Stock. The below table is based on an aggregate of 2,545,000
shares of Common Stock issued and outstanding as of March 20, 2003.

                                          Shares
                                       Beneficially                Percent
             Name                         Owned             of Class Outstanding
--------------------------------       ------------         --------------------
James A. Prestiano (1)                  2,000,000     (2)          78.6%
Gerry L. Martin (3)                       142,000     (3)          5.6%
All Officers and Directors as a         2,000,000                  78.6%
group (one person)

-------------

(1) The address for Mr. Prestiano is c/o the Company, 317 Madison Avenue, Suite
    2310, New York, NY 10017.
(2) Mr. Prestiano has sole voting and investment power with respect to the
    shares shown.
(3) The address for Mr. Martin is c/o CMI, 2102 Business Center Drive, Suite
    130, Irvine, California 92612. These shares were issued upon the exercise of
    warrants, issued in connection with a consulting agreement between CMI and
    the Company. Mr. Martin is a principal of CMI.


                                       14
<PAGE>

       The merger with CIAC will result in the stockholders of CIAC obtaining a
controlling interest in the Company. An Information Statement under 14(f) of the
Exchange Act has been filed with the SEC in connection with the merger.

Item 12.  Certain Relationships and Related Transactions

       To this date, the Company has had no operating business and engaged in no
transactions in which Mr. Prestiano has had any direct or indirect material
interest. Should the Company engage in any such transaction in the future, Mr.
Prestiano's interest therein would arise only from his ownership of Common Stock
of the Company and he would receive no extra or special benefit that was not
shared equally (pro rata) by all holders of Common Stock of the Company. Upon
founding and creation of the Company in October of 1998, Mr. Prestiano received
2,000,000 shares of Common Stock, which at such time was without value, for
nominal consideration.

       In addition to the Company, Mr. Prestiano serves as the sole director and
sole officer (President, Secretary and Chief Financial Officer) of eight other
companies that contemplate the same business activities as the Company and thus
compete directly with the Company. These companies are: Balstron Corporation;
Daliprint, Inc.; Hartscup Corporation; Mayall Partners, Inc.; PSLRA,
Incorporated; Regal Acquisitions, Inc.; Voyer One, Inc.; and, Voyer Two, Inc.

       As a result of his role as the sole officer and director of these eight
companies, Mr. Prestiano had a conflict of interest with respect to prospective
Merger Targets and presenting a corporate opportunity to the Company. In
general, officers and directors of a corporation incorporated under the laws of
the State of Delaware are required to present certain business opportunities to
such corporation, and the laws of the State of Delaware further provide rights
and remedies to stockholders in the event such duty is breached. As a result of
Mr. Prestiano's business associations with multiple companies he had conflicting
interests. Therefore, the Company has agreed that with respect to conflicts of
interest amongst these companies related to the allocation of opportunities to
negotiate and merge with Merger Targets, the Company will waive any conflict or
claim related to Mr. Prestiano's fiduciary duty. However, the conflict should be
mitigated by the fact that Mr. Prestiano has the same ownership interest in each
other company as he does in the Company, and each company (including the
Company) has identical stockholders, at the date of this filing. In addition, in
most cases, Mr. Prestiano will allow the potential Merger Target to choose the
company to merge with. The conflict will be more significant should, at a later
date, these facts change.

       Similarly, in general, officers and directors of a corporation
incorporated under the laws of the state of Delaware owe certain fiduciary
obligations to the stockholders of such corporation. Among these are the duties
of fiduciary care and loyalty, prudent business judgment, and the
above-mentioned duty regarding the presentation of corporate opportunities.
Essentially, officers and directors have a duty to act in a manner so as to
advance the financial interests of the corporation and the stockholders. When
these obligations or duties are breached, aggrieved stockholders can seek
redress through a derivative action brought on behalf of the corporation and
occasionally, depending on the facts and circumstances, through suits brought
individually. However, with respect to the Company and the eight other
companies, each current shareholder was made aware at the time he or she
acquired his or her shares of the fact that Mr. Prestiano is the sole officer
and director of the Company and the eight other companies (as stated in the
offering memorandum pursuant to which each shareholder acquired his or her
shares). In addition, each shareholder at the time of his or her acquisition of
shares of the Company was required to make an equal investment in each of the
other eight companies. Thus, because each shareholder of the Company is also an
equal shareholder in each of the eight other companies that compete directly
with the Company, no shareholder of the Company would be harmed due to conflicts
of interest among these companies related to Mr. Prestiano's fiduciary
obligations as sole officer and director of each company and/or the allocation
of opportunities to negotiate and merge with Merger Targets.


                                       15
<PAGE>

Use of Office Space Leased by Our Management

       We do not own or lease any real property at this time. Pursuant to an
oral agreement with The Law Offices of James A. Prestiano, a firm controlled by
James Prestiano, our President, sole director, majority stockholder and founder,
we utilize and will continue to utilize the office space and related facilities
of such firm as our principal executive office. In addition, we may reimburse
Mr. Prestiano for expenses incurred on our behalf relating to the use of such
facilities.


Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

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

    2.1            Agreement and Plan of Merger, dated March 20, 2003, by and
                   between the Company, Algiers Merger Co. and Command
                   International Acquisition Corp.

    2.2            Plan and Agreement Reorganization dated as of July 1, 2002,
                   as amended as of February 24, 2003, by and between Command
                   International Acquisition Corp. and Command International
                   Group, Inc.

    3(i)           Certificate of Incorporation (1)

    3(ii)          Bylaws (1)

    4.1            Form of Subscription Supplement, Lock-Up and Registration
                   Rights Agreement executed by investors in the December 1998
                   Private Placement. (1)

    4.2            Form of Subscription Agreement executed by investors in the
                   Private Placement. (1)


                                       16
<PAGE>

    4.3            Placement Agent's Warrant Agreement between Algiers
                   Resources, Inc., Balstron Corporation, Daliprint, Inc.,
                   Hartscup Corporation, Mayall Partners, Inc., PSLRA, Inc.,
                   Regal Acquisitions Inc., Spacial Corporations, Voyer One,
                   Inc., Voyer Two, Inc. and CMI, dated as of April 19, 1999
                   relating to issue of Placement Agent Warrants to purchase
                   $51,000 Shares of Common Stock. (1)

    4.4            Consulting Agreement dated as of June 26, 2000, between
                   Algiers Resources, Inc., Balstron Corporation, Daliprint,
                   Inc., Hartscup Corporation, Mayall Partners, Inc., PSLRA,
                   Inc., Regal Acquisitions Inc., Spacial Corporations, Voyer
                   One, Inc., Voyer Two, Inc. and CMI (the "Consultant "). (2)

    4.5            Form of Warrant Agreement relating to warrants issued to
                   Consultant. (3)

    4.6            Registration Rights Agreement, dated as of March 20, 2003, by
                   and among Algiers Merger Co. and certain investors in the
                   Company.

    10.0           Placement Agent Agreement between each of Algiers
                   Resources, Inc., Balstron Corporation, Daliprint, Inc.,
                   Hartscup Corporation, Mayall Partners, Inc., PSLRA, Inc.,
                   Regal Acquisitions Inc., Spacial Corporations, Voyer One,
                   Inc., Voyer Two, Inc. and Tradeway Securities, Inc. as
                   Placement Agent. (1)

    99.1           Certification Pursuant to 18 U.S.C. Section 1350

---------------

(1)    Incorporated by reference from the Company's Form 10-KSB, for fiscal year
       ended December 31, 1999.

(2)    Incorporated by reference from Exhibit 4.1 to the Company's Registration
       Statement on Form S-8 (SEC File No. 333-41916), filed on July 20, 2000.

(3)    Incorporated by reference from Exhibit 4.2 to the Company's Registration
       Statement on Form S-8 (SEC File No. 333-41916), filed on July 20, 2000.


(b)    Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of 2002.


Item 14. Controls and Procedures

         An evaluation was performed, as of March 20, 2003, under the
supervision of James Prestiano, our sole officer and director, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on such evaluation, Mr. Prestiano has concluded that our
disclosure controls and procedures were effective as of March 20, 2003. There
have been no significant changes in our internal controls or in other factors
that could significantly affect our internal controls subsequent to March 20,
2003.


                                       17
<PAGE>


                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                                      INDEX
                                      -----


                                                                      Page(s)
                                                                      -------


Report of Independent Certified Public Accountants - Current          F - 2.

Report of Independent Certified Public Accountants - Prior            F - 3.

Balance Sheet                                                         F - 4.

Statements of Operations                                              F - 5.

Statements of Stockholders' Equity (Deficit)                          F - 6.

Statements of Cash Flows                                              F - 7.

Notes to Financial Statements                                         F - 8.



                                      F-1.
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Algiers Resources, Inc.

We have audited the accompanying balance sheet of Algiers Resources, Inc. (a
development stage company) as of December 31, 2002, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Algiers Resources, Inc. as of
December 31, 2002, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. During the year ended December 31,
2002, the Company incurred a net loss, and had negative cash flows from
operations. In addition, the Company had an accumulated deficit as of December
31, 2002. These factors, among others, as discussed in Note 2 to the financial
statements, raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



                                      -----------------------------------------
                                      LAZAR LEVINE & FELIX, LLP

New York, New York
April 9, 2003


                                      F-2.
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Algiers Resources, Inc.

We have audited the statements of operations, stockholders' equity, and cash
flows for the year ended December 31, 2001, and for the period from October 6,
1998 (inception) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Algiers Resources, Inc. and
its cash flows for the year ended December 31, 2001, and for the period from
October 6, 1998 (inception) to December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. During the year ended December 31,
2001, the Company incurred a net loss, and it had negative cash flows from
operations. In addition, the Company had an accumulated deficit as of December
31, 2001. These factors, among others, as discussed in Note 1 to the
consolidated financial statements, raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
February 27, 2002



                                      F-3.
<PAGE>


                            ALGIERS RESOURCES, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET
                               December 31, 2002

<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                                       2002
                                                                                    ------------
<S>                                                                                 <C>
                                   - ASSETS -

CURRENT ASSETS:
   Cash                                                                               $    483
   Prepaid expenses                                                                        201
                                                                                      --------

TOTAL ASSETS                                                                          $    684
                                                                                      ========




               - LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) -

CURRENT LIABILITIES:
   Accrued expenses                                                                   $  9,030
                                                                                      --------

TOTAL CURRENT LIABILITIES                                                                9,030
                                                                                      --------

STOCKHOLDERS' EQUITY:
   Preferred stock, $0.001 par value 5,000,000 shares authorized no shares
    issued and outstanding                                                                   -
   Common stock, $0.001 par value 40,000,000 shares authorized, 2,545,000 shares
    issued and outstanding                                                               2,545
   Additional paid-in capital                                                           44,868
   Deficit accumulated during the development stage                                    (55,759)
                                                                                      --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                    (8,346)
                                                                                      --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $    684
                                                                                      ========

</TABLE>



                             See accompanying notes.

                                      F-4.
<PAGE>

                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                          For the
                                                         Cumulative
                                                        Period from
                                                       October 6, 1998         For the Year Ended
                                                        (Inception) to             December 31,
                                                         December 31,     ----------------------------
                                                            2002             2002              2001
                                                        --------------    ---------        -----------
<S>                                                     <C>               <C>              <C>
REVENUES                                                 $       -        $       -        $        -

OPERATING EXPENSES                                          55,759           10,427            10,258
                                                         ---------        ---------        ----------


NET LOSS                                                 $ (55,759)       $ (10,427)       $   10,258
                                                         =========        =========        ==========


BASIC AND DILUTED LOSS PER COMMON SHARE                  $    (.02)       $       -        $        -
                                                         =========        =========        ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING               2,341,790        2,545,000         2,498,589
                                                         =========        =========        ==========

</TABLE>

                             See accompanying notes.



                                      F-5.
<PAGE>

                            ALGIERS RESOURCES, INC.
                         (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                                                 Deficit
                                                                                               Accumulated
                                                    Common Stock             Additional        during the
                                               -------------------------       Paid-in         Development           Total
                                                Shares           Amount        Capital           Stage            (Deficit)
                                               ---------       ---------     ----------        -----------      -----------
<S>                                            <C>             <C>           <C>               <C>              <C>
Balance, October 6, 1998, (inception)                  -       $       -      $       -        $       -        $       -
Issuance of common stock                       2,020,000           2,020          2,580                -            4,600
Net loss                                               -               -              -           (1,238)          (1,238)
                                               ---------       ---------      ---------        ---------        ---------

Balance, December 31, 1998                     2,020,000           2,020          2,580           (1,238)           3,362

Issuance of common stock                         150,000             150         33,600                -           33,750
Issuance of stock warrants                             -               -          2,813                -            2,813
Net loss                                               -               -              -          (12,320)         (12,320)
                                               ---------       ---------      ---------        ---------        ---------

Balance, December 31, 1999                     2,170,000           2,170         38,993          (13,558)          27,605

Issuance of common stock                         170,000             170          2,280                -            2,450
Issuance and exercise of stock warrants          150,000             150          2,150                -            2,300
Net loss                                               -               -              -          (21,516)         (21,516)
                                               ---------       ---------      ---------        ---------        ---------

Balance, December 31, 2000                     2,490,000           2,490         43,423          (35,074)          10,839

Issuance of common stock                          55,000              55          1,445                -            1,500
Net loss                                               -               -              -          (10,258)         (10,258)
                                               ---------       ---------      ---------        ---------        ---------

Balance, December 31, 2001                     2,545,000           2,545         44,868          (45,332)           2,081

Net loss                                               -               -              -          (10,427)         (10,427)
                                               ---------       ---------      ---------        ---------        ---------

Balance, December 31, 2002                     2,545,000       $   2,545      $  44,868        $ (55,759)       $  (8,346)
                                               =========       =========      =========        =========        =========

</TABLE>

                             See accompanying notes.


                                      F-6.
<PAGE>

                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                      For the
                                                                                     Cumulative
                                                                                    Period from
                                                                                  October 6, 1998       For the Year Ended
                                                                                  (Inception) to           December 31,
                                                                                    December 31,     ------------------------
                                                                                        2002           2002            2001
                                                                                  ---------------    ---------      ---------
<S>                                                                               <C>                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                         $(55,759)      $(10,427)      $(10,258)
   Adjustments to reconcile net loss to net cash used in operating
     activities:
         Stock warrants outstanding                                                      2,813              -              -
         Issuance of common stock for services rendered                                  3,950              -          1,500
         Exercise of warrants issued for services rendered                                 800              -              -
   Change in:
         Prepaid expenses                                                                 (201)           708           (691)
         Accrued expenses                                                                9,030          6,894            837
                                                                                      --------       --------       --------
NET CASH USED IN OPERATING ACTIVITIES                                                  (39,367)        (2,825)        (8,612)
                                                                                      --------       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash received for common stock                                                       39,850              -              -
                                                                                      --------       --------       --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                               39,850              -              -
                                                                                      --------       --------       --------


NET (DECREASE) INCREASE IN CASH                                                            483         (2,825)        (8,612)

   Cash, beginning of period                                                                 -          3,308         11,920
                                                                                      --------       --------       --------

CASH, END OF PERIOD                                                                   $    483       $    483       $  3,308
                                                                                      ========       ========       ========

</TABLE>

                             See accompanying notes.



                                      F-7.
<PAGE>

                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF THE COMPANY:

         Algiers Resources, Inc. (the "Company") was incorporated on October 6,
         1998 in the State of Delaware. The Company is in the development stage,
         and its intent is to operate as a capital market access corporation and
         to acquire one or more existing businesses through merger or
         acquisition. The Company has had no significant business activity since
         inception. Operating expenses incurred to date consist primarily of
         legal and accounting fees.

NOTE 2 - GOING CONCERN:

         The Company is considered as being in the development stage, since its
         inception, in accordance with Statement of Financial Accounting
         Standards No. 7.

         As shown in the financial statements, the Company has no revenues, has
         incurred net losses, has negative working capital and has an
         accumulated deficit of $55,759 as of December 31, 2002. It is
         management's assertion that these circumstances may hinder the
         Company's ability to continue as a going concern. If the Company is
         unable to continue as a going concern, shareholders may lose their
         entire investment in the common stock.

         Subsequent to the balance sheet date, the Company entered into an
         Agreement and Plan of Merger, dated as of March 20, 2003 (the "Merger
         Agreement") with Algiers Merger Co., a Delaware corporation and a
         newly-formed, wholly-owned subsidiary of the Company ("Merger Sub") and
         Command International Acquisition Corporation, a Delaware corporation
         ("CIAC"), whereby CIAC will merge with and into Merger Sub, with Merger
         Sub continuing as the surviving corporation (the "Surviving
         Corporation"). Pursuant to the Merger Agreement, (i) each outstanding
         share of CIAC's common stock, par value $0.0001 per share, will be
         converted into one share of common stock of the Company, and (ii) all
         outstanding shares of common stock, par value $.001 per share, of
         Algiers Merger Co. shall remain 100 shares of common stock, par value
         $.001per share, of the Surviving Corporation. In addition, CIAC entered
         into a Plan and Agreement of Reorganization dated as of July 1, 2002,
         as amended as of February 24, 2003 ("CIG Agreement"), with Command
         International Group Inc. ("CIG") and stockholders of CIG whereby CIAC
         was given the right to acquire all of the issued and outstanding shares
         of common stock of CIG in exchange for 5,239,238 shares of CIAC Common
         Stock. The Merger Agreement requires, as a condition to the closing of
         the Merger, that CIAC assign its rights under the CIG Agreement to the
         Company. In contemplation thereof, the Company has deposited into an
         escrow account, 5,239,238 shares of Common Stock of the Company for
         issuance to CIG upon the closing of the CIG Agreement. In accordance
         therewith, stockholders of CIAC and CIG will receive an aggregate of
         10,478,476 shares of Common Stock of the Company or approximately 89%
         of the issued and outstanding Common Stock.

         CIG 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").



                                      F-8.
<PAGE>

                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         The Company's accounting policies are in accordance with accounting
         principles generally accepted in the United States of America. Outlined
         below are those policies considered particularly significant.

    (a)  Estimates:

         The preparation of the Company's financial statements in conformity
         with generally accepted accounting principles, requires the Company's
         management to make estimates and assumptions that affect the amounts
         reported in these financial statements and accompanying notes. Actual
         results could differ from those estimates. Management does not expect
         such variances, if any, to have a material effect on the financial
         statements.

    (b)  Loss per Share:

         The Company utilizes Statement of Financial Accounting Standards
         ("SFAS") No. 128, "Earnings per Share." Basic loss per share is
         computed by dividing the loss available to common stockholders by the
         weighted-average number of common shares outstanding. Diluted loss per
         share is computed similar to basic loss per share except that the
         denominator is increased to include the number of additional common
         shares that would have been outstanding if the potential common shares
         had been issued and if the additional common shares were dilutive.
         Because the Company has incurred net losses, basic and diluted loss per
         share are the same.

    (c)  Income Taxes:

         The Company uses the asset and liability method of accounting for
         income taxes. The asset and liability method accounts for deferred
         income taxes by applying enacted statutory rates in effect for periods
         in which the difference between the book value and the tax bases of
         assets and liabilities are scheduled to reverse. The resulting deferred
         tax asset or liability is adjusted to reflect changes in tax laws or
         rates. As disclosed, the Company is in the development stage and has
         incurred a loss from operations, as such no benefit is realized for the
         tax effect of the net operating loss carryforward due to the
         uncertainty of its realization.

    (d)  Recently Issued Accounting Pronouncements:

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." This standard requires
         that costs associated with exit or disposal activities be recognized
         when they are incurred rather than at the date of a commitment to an
         exit or disposal plan. SFAS No. 146 will apply to exit or disposal
         activities initiated by the Company after fiscal 2002.



                                      F-9.
<PAGE>


                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

    (d)  Recently Issued Accounting Pronouncements (Continued):

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation - Transition and Disclosure - an Amendment to
         FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123, "Accounting
         for Stock-Based Compensation," to provide alternative methods for
         transition to SFAS No. 123's fair value method of accounting for
         stock-based compensation. As amended by SFAS No. 148, SFAS No. 123 also
         requires additional disclosure regarding stock-based compensation in
         annual and condensed interim financial statements.


NOTE 4 - CAPITAL STOCK AND EQUIVALENTS:

         In 1998, the Company issued 2,020,000 shares of its common stock for
         cash proceeds of $4,600.

         On April 19, 1999, warrants to purchase 51,000 shares of the Company's
         common stock, par value $0.001, were issued to a placement agent at an
         exercise price of $0.255 per share. The shares vest immediately and can
         be exercised within seven years from the date of issuance of the
         warrants. The fair value of the warrants at the date of issuance was
         approximately $2,813 based on the fair value of the placement agent's
         services, less cash paid. As of December 31, 2002, the warrants were
         still outstanding.

         On June 26, 2000, pursuant to a consulting agreement, warrants to
         purchase a total of 150,000 shares of the Company's common stock, par
         value $0.001, were issued to various consultants at an exercise price
         of $0.01 per share. In September 2000, holders of these warrants
         exchanged the warrants for 150,000 shares of common stock, the
         consideration for which was the fair value of their services, valued at
         $800, and a cash payment of $1,500.

         On August 8, 2000, the Company issued 170,000 shares of common stock
         valued at $2,450 under various agreements with several consultants in
         return for certain professional services rendered, which were not
         related to raising capital.

         On November 5, 2001, the Company issued 55,000 shares of common stock
         valued at $1,500 for certain professional services rendered, which were
         not related to raising capital.



                                     F-10.
<PAGE>


                             ALGIERS RESOURCES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK AND EQUIVALENTS (Continued):

         2,170,000 shares of common stock issued to the President and other
         stockholders are subject to a Lockup and Registration Rights Agreement.
         Under the terms of this agreement, these shares cannot be sold,
         pledged, assigned, or otherwise transferred or hypothecated (a) for a
         period of six months after the registration of the common stock and a
         merger and (b) to the extent of 50% of the shares of the Company, for a
         period of 12 months following the consummation of a merger. An
         additional 44,853 shares of common stock are restricted securities as
         defined in The Securities Act of 1933.


NOTE 5 - RELATED PARTY TRANSACTIONS:

         The Company utilizes office space of a law firm owned by its
         President/Director. The Company does not pay any rent for such office
         space. The President/Director also provides certain administrative
         services at no charge to the Company.




                                     F-11.


<PAGE>

                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                    ALGIERS RESOURCES, INC.


Date: April 15, 2003                By:  /s/ James A. Prestiano
                                        ---------------------------------------
                                        James A. Prestiano, President, Secretary
                                        and Chief Financial Officer


         Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


Date: April 15, 2003                By:  /s/ James A. Prestiano
                                        ---------------------------------------
                                        James A. Prestiano, President, Secretary
                                        and Chief Financial Officer



                                       18
<PAGE>


                                  CERTIFICATION

I, James A. Prestiano, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Algiers Resources,
     Inc.;

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

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

4.   I are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

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

          (b)  evaluated the effectiveness of the registrant"s disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          (c)  presented in this annual report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

          (a)  all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant"s auditors any material
               weaknesses in internal controls; and

          (b)  any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and


                                       19
<PAGE>

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 15, 2003                  By:  /s/ James A. Prestiano
                                          -------------------------------------
                                      James A. Prestiano
                                      President, Secretary and Chief Financial
                                      Officer (Principal Executive and Financial
                                      Officer)




                                       20