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

                                   FORM 10-KSB

(Mark One)


|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended: December 31, 2004

|_|   TRANSITION REPORT PURSUANT TO 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.
                 (Name of small business issuer in its charter)

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


     c/o Vertical Capital Partners, Inc. 488
                  Madison Avenue
                New York, New York                            10022
     (Address of principal executive offices)              (Zip Code)

      Issuer's telephone number, including area code: (212) 446-0006

      Securities registered under Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Act:
      Common Stock, $.0001 par value per share (Title of class)

Check mark 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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. |_| Yes |X| No

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). |_| Yes |X| No

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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 this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

Issuer's revenue for its recent fiscal year ended December 31, 2004 was:
$15,589.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of December 31, 2004 was approximately $0.
The registrant's securities are not publicly traded.

On December 31, 2004, there were 1,004,928 shares of common stock of the
registrant issued and outstanding (giving retroactive effect to the Company's 1
for 96 reverse split effected on April 5, 2005).

                       DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check One):   Yes |_| No |X|


                                       2
<PAGE>

                                     PART I

Item 1.  Description of Business.

      Key Command International Corp. (formerly known as Command International
Corporation) (referred to in this report as the "Company," "we," "us" or "our")
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, 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 (the "Merger"). 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.

      At the closing of the Merger, James A. Prestiano, our former sole officer
and director, resigned as an officer and director of the Company and Robert
Fallah was appointed as our Chief Executive Officer, and Mr. Fallah and Frank
Cantatore were elected as new members of our Board of Directors.

      In connection with the Merger 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 5,239,238 shares of common stock of the Company under
the Agreement and Plan of Reorganization dated as of July 1, 2002 (the "CIGI
Agreement"), as amended as of February 24, 2003, by and between CIAC, CIGI and
stockholders of CIGI. 578,936 shares of the 5,239,238 shares of common stock
issued pursuant to the CIGI Agreement were surrendered to the Company pursuant
to the Staffin Settlement, as discussed below.

      On July 7, 2003, Command International Corporation (formerly 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").

      CLC specializes in modifying existing application software to fit a
customer's unique business needs. 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 is a provider of web-based software and implementation services. CIC
helps companies use technologies, like the Internet, to build closer customer
relationships, increase their revenues and reduce their operating expenses. CIC
provides user-friendly integrated software applications to enable a company to
operate its business more efficiently through its website.


                                       3
<PAGE>

      On March 18, 2002, the Company and Staffin Group International, LLC,
formerly known as Command International Group, LLC ("Staffin"), entered into a
Stock Purchase Agreement (the "Staffin SPA"), whereby the Company acquired from
Staffin 100 shares of common stock of CLC held by Staffin, which constituted all
of the issued and outstanding capital stock of CLC, in exchange for 578,936
shares of our common stock. Certain disputes have arisen between the Company and
Staffin with respect to the Staffin SPA. On May 12, 2004, the Company entered
into a Settlement Agreement (the "Staffin Settlement") with Staffin to resolve
certain of the disputes under the Staffin SPA. 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. In connection with the Staffin Settlement:

      o     Robert Fallah resigned from all officer and director positions he
            held with CLC and Donald Staffin and Anne Staffin resigned from all
            officer and director positions they respectively held with the
            Company.

      o     CLC will retain all intellectual property rights, trademarks,
            goodwill and other related rights which existed prior to March 18,
            2002, the closing date of the Staffin SPA, as well as all
            development that has taken place within CLC since March 18,2002.

      o     Certain obligations of the Company and Staffin were cancelled,
            including, Staffin's obligation to grant options to the Company in
            iShipExchange and the Company's obligation to grant options to
            employees of CLC.

      o     The Company assumed certain obligations under the Staffin SPA,
            including, payment of outstanding legal and accounting fees and
            filing of federal consolidated tax returns.

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

      On April 5, 2005, the Company effected a one-for-96 reverse split of its
Common Stock. The Share data in this report does not give retroactive effect to
such split.

      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. The shares of
CIC will be distributed to the Company's Common Stockholders and Preferred
Stockholders on a one-for-one as converted basis.


                                       4
<PAGE>

      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.

Item 2.  Description of Property.

      Prior to May 12, 2004, the Company operated its business out of CLC's
office, located at 1090 King George's Post Road, Edison, New Jersey. As a result
of the Staffin Settlement, the Company now operates it business out of the
office of Vertical Capital Partners, Inc., located at 488 Madison Avenue, New
York, New York 10022. The Company's Chief Executive Officer maintains his
business office there and is not charging rent to the Company.


Item 3.  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 fiscal year ended December 31, 2004.


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

      No matter was submitted to a vote of stockholders during the fourth
quarter of the fiscal year ended December 31, 2004.



                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

      There is currently no public trading market for our capital stock, and
there can be no assurance that any market for our capital stock will develop.

      At April 18, 2005, we had 56 common stockholders of record and 5 preferred
stockholders of record.

      We have not paid or declared any cash dividends to date and do not
anticipate paying any in the foreseeable future. We intend to retain earnings,
if any, to support the growth of our business.

Recent Sales of Unregistered Securities

      The following information relates to the sale of unregistered securities
by the Company during the year ended December 31, 2004.


                                       5
<PAGE>

      On March 18, 2002, pursuant to the Staffin SPA, the Company issued 578,936
shares of our common stock in exchange for 100 shares of common stock of CLC
held by Staffin, which constituted all of the issued and outstanding capital
stock of CLC. The shares were issued in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") pursuant to Section 4(2) of the Securities Act. On May 12,
2004, pursuant to the Staffin Settlement, the Company exchanged its 100 shares
of common stock of CLC for the 578,936 shares of our common stock held by
Staffin.

      On or about August 17, 2004, the Company issued 85,000,000 shares of
common stock of the Company pursuant to individual subscription agreements
between the Company and each of five purchasers in consideration for cash
($.0001 per share). The issuance of such shares was made pursuant to an
exemption from registration under Section 4(2) of the Securities Act.

Item 6.  Management's Discussion and Analysis or 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 Key Command International
Corp., formerly known as 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.


                                       6
<PAGE>

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 (the
"Merger"), 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. As
described above, CLC was sold to Staffin Group International, LLC in May 2004
and its operations are reflected as discontinued operations in the statements of
operations for the years ended December 31, 2004 and 2003 in accordance with
FASB 144.

Material Changes in Financial Condition as of December 31, 2004.

At December 31, 2004, we had a working capital deficit of $757,047, as compared
with a deficit of $682,467 at December 31, 2003. The Company had no cash on hand
at December 31, 2004, as compared with $4,905 at December 31, 2003. We did not
have sufficient capital on hand to fund our operations. The Company had
significantly paid down its working capital line from its cash flow and had
already repaid the balance due to its bank of $23,500 at December 31, 2003.

We have funded the business primarily through loans from officers which totaled
$486,840 at December 31, 2004. There was no commitment from officers to continue
to lend money to the Company and no further loans were made to the Company after
January 1, 2004. Following the discontinuance of operations in May 2004, the
Company sold 85 million shares at $.0001 per share to a group of five investors
including an entity affiliated with the Company's Chief Executive Officer.

As a result of the discontinuance of operations the Company had $782,800 of
goodwill, net of impairment written off at December 31, 2003.

The Company had $563,421 of accounts payable and accrued expenses at December
31, 2004, compared with $538,208 at December 31, 2003.


                                       7
<PAGE>

Our auditors have included an explanatory paragraph in their report for the year
ended December 31, 2004, 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.

At December 31, 2004, the Company had a retained earnings deficit of $1,264,438
as compared with $1,181,358 at December 31, 2003.

For the year ended December 31, 2004 ("Fiscal 2004") the Company had net cash
provided by operating activities of $10,095 as compared with net cash used in
operating activities of $102 for the year ended December 31, 2003 ("Fiscal
2003"). This resulted primarily from a net loss of $89,401 in Fiscal 2004, as
compared with a net loss of $1,157,743 in Fiscal 2003. The net loss in fiscal
2004 was offset, in part, by the increase in accounts payable and accrued
expenses of $75,213.

The Company had net cash used in financing activities of $15,000 during Fiscal
2004, as compared with $2,989 provided by financing activities during Fiscal
2003.

The Company has concentrated 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.

Material Changes in Results of Operations

Year Ended December 31, 2004 as compared with Year Ended December 31, 2003.

Sales in Fiscal 2004 were $15,589 as compared with $150,563 in Fiscal 2003.
Sales of revise enhancements and upgrades to existing installed systems to a
loyal ERP customer base in Fiscal 2003 decreased in Fiscal 2004 as a result of
the Company not having sufficient working capital to support its operations.
There were no salaries in Fiscal 2004 so salaries decreased by $250,000, or
100%, from Fiscal 2003. Certain office and administrative costs increased by
$128,402.

As a result of the foregoing total operating expenses decreased from $483,254 to
$104,852 while the Company's loss before other expenses decreased from $332,691
to $89,263 primarily as a result of decreased sales.

The Company had other expenses of $138 in Fiscal 2004, as compared with $825,052
in Fiscal 2003.

As a result of the foregoing, the Company had a net loss of $83,080 for Fiscal
2004, as compared with a net loss of $1,215,287 in Fiscal 2003.


Item 7.  Financial Statements.

      The information required under this Item appears in a separate section
following Item 14 of this report.


                                       8
<PAGE>

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

      None.


Item 8A. Controls and Procedures.

      As of the end of the period covered by this annual report, the Company's
Chief Executive Officer, 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 Chief
Executive Officer 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.


Item 8B. Other Information.

      None.


                                    PART III

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

Set forth below are the names of all the directors and executive officers of the
Company along with certain information relating to the business experience of
each of the listed directors and officers.

Name                Age       Position
----                ---       --------

Robert Fallah       44        Chief Executive Officer and
                              Chairman of the Board of Directors
Frank Cantatore     44        Secretary and Director

      Robert Fallah. Mr. Fallah has been Chief Executive Officer and Chairman of
the Board of Directors of the Company since April 26, 2003. He has held the same
positions with CIAC since its formation in June 2002. In June 2002, Mr. Fallah
co-founded CIGI and has since served as its Chief Executive Officer and Chairman
of the Board. Mr. Fallah also co-founded CIC in May 2002 and has since served as
its Chief Executive Officer and Chairman of the Board. In 1997, Mr. Fallah
founded Spiderfuel, Inc. (formerly know as PlanetWebcom.com and Global
Internet), a provider of web-based software and implementation services, and
acted as Chief Executive Officer and Chairman of the Board until its assets were
acquired by CIC in May 2002. From 1998 to September 1999, Mr. Fallah served as
Chief Executive Officer of Silicon Island Equities, a venture capital and
merchant banking firm. From 1987 to 1994, Mr. Fallah served as Chief Executive
Officer of Robert Todd Financial Corp. ("RTFC"), an investment banking firm
which specialized in providing private and public financing for small and
mid-sized companies. In 1983, Mr. Fallah co-founded Life Group, Inc., an


                                       9
<PAGE>

investment banking and financial consulting firm which went public in 1985. Mr.
Fallah served as Executive Vice President and a director of Life Group, Inc.
from 1983 to 1987.

      Frank Cantatore. Mr. Cantatore has been Secretary and a director of the
Company since April 26, 2003. Since 1988, Mr. Cantatore has served as President
of Corato Construction Corp., a construction company which he founded, which
primarily builds single family homes as well as small developments and
commercial fit outs. Since November 2002, Mr. Cantatore has also served as
Secretary of Fairway Modular Homes, Inc., a manufacturer of residential and
commercial modular structures, which recently was awarded top producer in New
York State from Penn Lyon Homes for selling (in dollar volume) the most modular
homes and has also ranked twice among the 500 fastest growing privately-held
companies by INC Magazine. From 1988 to 1993, Mr. Cantatore served on the
Planning Board for the City of White Plains, New York, two years of which he was
Vice Chairman. Since 2000, Mr. Cantatore has served as Chairman of the White
Plains Republican City Committee. Mr. Cantatore has a B.S. from Mercy College.

      There are no family relationships among any of the directors or executive
officer of the Company.

      The Company does not have an audit committee of the Company's Board of
Directors. There are two members on the Board of Directors of the Company, one
of whom is independent. The Board of Directors of the Company functions as the
Company's audit committee. No member of the Board of Directors qualifies as an
"audit committee financial expert" as such term is defined by the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and persons who own more than ten percent of the Company's
equity securities are required by regulation to furnish the Company with copies
of all Section 16(a) forms they file.

      Based solely on the Company's review of the copies of those reports
received by it, or written representations from certain reporting persons that
no other reports were required for those persons, the Company is not aware of
any failures to file reports or report transactions in a timely manner during
the Company's fiscal year ended December 31, 2004, except that (i) Frank
Cantatore, Secretary and a director of the Company, did not file a report on
Form 4 relating to one transaction, (ii) Global Asset Management, LLC, a
beneficial owner of more than 10% of the Company's issued and outstanding common
stock, did not file a report on Form 4 relating to one transaction, and (iii)
Allied International Fund, Inc., a beneficial owner of more than 10% of the
Company's issued and outstanding common stock, did not file a report on Form 4
relating to one transaction.

Code of Ethics

      The Company has not adopted a code of ethics. The Company, although formed
in October 1998, has no operations.


                                       10
<PAGE>

Item 10. Executive Compensation.

      Prior to the Merger in May 2003, James A. Prestiano served as the sole
officer of the Company for our fiscal years ended December 31, 2001 and 2002,
and up until the closing of the Merger on April 26, 2003 for our fiscal year
ended December 31, 2004. During such time, Mr. Prestiano received no
compensation for his services as the sole officer of the Company. Upon the
closing of the Merger on April 26, 2003, Robert Fallah became Chief Executive
Officer of the Company. Compensation of $250,000 was accrued to Mr. Fallah
during the fiscal year ended December 31, 2004 but was never paid to Mr. Fallah.

      No options were granted to James A. Prestiano or Robert Fallah in the
fiscal year ended December 31, 2004, and neither Mr. Prestiano nor Mr. Fallah
currently hold any options to purchase common stock of the Company.

Compensation of Directors

      Robert Fallah and Frank Cantatore are, and have been since the closing of
the Merger on April 26, 2003, the sole directors of the Company and receive no
compensation for their services as directors of the Company. Prior to the
Merger, James A. Prestiano was the sole director of the Company and received no
compensation for his services as a director of the Company.


Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

      The Company's common stock is the only class of the Company's voting
securities presently outstanding. The following table sets forth information
with respect to the beneficial ownership of shares of the Company's common stock
as of May 20, 2005 by:

      o     each person known to beneficially own 5% or more of the outstanding
            shares of such class of stock, based on filings with the SEC and
            certain other information,

      o     each of the Company's sole executive officers and directors, and

      o     the Company's sole executive officer and directors as a group.

      Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting and investment power. In addition, under SEC rules, a person
is deemed to be the beneficial owner of securities which may be acquired by such
person upon the exercise of options and warrants or the conversion of
convertible securities within 60 days from the date on which beneficial
ownership is to be determined.

      Except as otherwise indicated in the table or the notes to the following
table,

      o     the Company believes that all shares are beneficially owned, and
            investment and voting power is held by, the persons named as owners,
            and

      o     the address for each beneficial owner listed in the table is Key
            Command International Corp., c/o Vertical Capital Partners, Inc.,
            488 Madison Avenue, 8th Floor, New York, New York 10022.


                                       11
<PAGE>

<TABLE>
<CAPTION>
Name and Address                                         Amount and Nature of               Percentage of
of Stockholder                                           Beneficial Ownership           Outstanding Shares(1)
-------------------------------------------          -----------------------------      ---------------------
<S>                                                   <C>                                <C>
Allied International Fund, Inc.                             1,313,443 (4)                        25.0%

Global Asset Management, LLC        (2)                     1,292,755 (5)                        24.6%

Frank Cantatore                                                52,084                             0.9%

Command International Group, Inc. (3)                          48,545                             4.8%

All executive officers and directors                        1,344,839                            25.6%
as a group (2 persons)
</TABLE>

-------------------
(1)   Based on 1,004,928 shares issued and outstanding as of December 31, 2004
      and 4,240,000 shares of common stock issuable upon conversion of Series A
      Convertible Preferred Stock or an aggregate of 5,244,928 shares.
(2)   Robert Fallah, Chief Executive Officer of the Company, is Manager and owns
      100% of the equity interest in, Global Asset Management, LLC.
(3)   This entity is a holding company comprised of various shareholders,
      including members of management.
(4)   Includes 942,870 shares of common stock issuable upon conversion of 4,448
      shares of Series A Preferred Stock.
(5)   Includes 902,130 shares of common stock issuable upon conversion of 4,255
      shares of Series A Preferred Stock.

Item 12. Certain Relationships and Related Transactions.

      As of March 20, 2003, when the Merger Agreement was signed, the Company
had no operating business and engaged in no transactions in which Mr. James
Prestiano, our former president, had any direct or indirect material interest.
Upon founding and creation of the Company in October 1998, Mr. Prestiano
received 2,000,000 shares of Common Stock, which at such time was without value,
for nominal consideration.

      CIGI is advanced and repays amounts regularly with its officers, for,
among other things, working capital and product development. These loans are
interest free and not anticipated to be repaid in the next year. The balance due
to Robert Fallah, CIGI's president, at December 31, 2002 and 2004 was $507,351
and $486,840, respectively.

      On or about April 26, 2003, in connection with the Merger and pursuant to
the Assignment and Assumption Agreement and the CIGI Agreement, the Company
issued 5,239,238 shares of its common stock to CIGI (of which only 4,660,302
shares are still owned by CIGI) in exchange for all 1,500 shares of common stock
of CIGI issued and outstanding. Robert Fallah, the Chief Executive Officer of
the Company, is Chief Executive Officer of CIGI and is also a shareholder.

      On August 17, 2004, the Company issued 37,500,000 shares of its Common
Stock at a purchase price of $.0001 per share ($3,750.00) to Global Asset
Management, LLC, a Delaware limited liability company ("Global") pursuant to a
subscription agreement between the Company and Global. Robert Fallah, the Chief


                                       12
<PAGE>

Executive Officer of the Company, is Manager of Global and owns 100% of the
equity interest in Global.

      On August 17, 2004, the Company issued 5,000,000 shares of its Common
Stock at a purchase price of $.0001 per share ($500) to Frank Cantatore,
Secretary and a director of the Company pursuant to a subscription agreement
between the Company and Frank Cantatore.

Item 13. Exhibits.

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

2.1                        Agreement and Plan of Merger, dated as of March 20,
                           2003, by and between Algiers Resources, Inc., Algiers
                           Merger Co. and Command International Acquisition
                           Corporation.*

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

2.3                        Assignment and Assumption dated as of April 26, 2003,
                           by and between Algiers Resources, Inc. and Command
                           International Acquisition Corporation.*

3.1                        Composite of Certificate of Incorporation, as
                           amended.

3.2                        By-Laws.*

4.1                        Registration Rights Agreement dated as of March 20,
                           2003, by and between Algiers Resources, Inc. and
                           James A. Prestiano. *

4.2                        Lockup Agreement dated as of March 20, 2003, by and
                           between Algiers Resources, Inc. and James A.
                           Prestiano. *

10.1                       Settlement Agreement dated as of May 12, 2004, by and
                           between Staffin International Group, LLC, Command
                           International Corporation, Anne Staffin, Don Staffin
                           and Robert Fallah. *

20.1                       Information Statement pursuant to Section 14(f) of
                           the Securities Exchange Act of 1934, as amended, and
                           Rule 14f-1 promulgated thereunder. *

20.2                       Definitive Information Statement pursuant to Section
                           14(c) of the Securities Exchange Act of 1934, as
                           amended. *

21.1                       Subsidiaries of Key Command International Corp.

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.

------------------------
*Incorporated by Reference.  See  Exhibit Index.


                                       13
<PAGE>

Item 14. Principal Accountant Fees and Services.

      The aggregate fees billed by our independent auditors, Bagell, Josephs &
Company LLC, for each of our last two fiscal years are as follows:

                                                           2004         2003
                                                           ----         ----
          Audit Fees . . . . . . . . . . . .            $15,000      $15,000

          Audit-Related Fees . . . . . . . . .               $0           $0

          Tax Fees . . . . . . . . . . . . .                 $0           $0

          All Other Fees  . . . . . . . . . .                $0           $0


      Prior to the engagement of Bagell, Josephs & Company LLC, our Board of
Directors considered whether the provision of the financial information systems
design and implementation and all other non-audit services was compatible with
maintaining the accounting firm's independence. Our audit committee recommended
to our board of directors that Bagell, Josephs & Company LLC be engaged to audit
our consolidated financial statements for our fiscal year ending December 31,
2004 and the $15,000 fee stated above is an estimate.


                                       14
<PAGE>


                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        Page(s)
                                                                        -------

  Report of Independent Registered Public Accounting Firm                     1

  Consolidated Balance Sheets as of December 31, 2004 and 2003                2

  Consolidated Statements of Operations for the Years Ended
     December 31, 2004 and 2003                                               3
  Consolidated Statement of Changes in Stockholders' Equity (Deficit)
         for the Years Ended December 31, 2004 and 2003                       4

  Consolidated Statements of Cash Flow for the Years Ended
         December 31, 2004 and 2003                                         5-6
  Notes to Consolidated Financial Statements                               7-19

<PAGE>

                        BAGELL, JOSEPHS & COMPANY, L.L.C.
                          Certified Public Accountants
                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                                        (856) 346-2828 Fax (856) 346-2882

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Key Command International Corp.
(Formerly Command International Corporation)
Edison, New Jersey

We have audited the accompanying consolidated balance sheets of Key Command
International Corp. (formerly Command International Corporation) as of December
31, 2004 and 2003 and the related consolidated statements of operations, changes
in stockholders' equity (deficit), and cash flow for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We have conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has sustained operating losses
and capital deficits that raise substantial doubt about its ability to continue
as a going concern. Management's operating and financing plans in regard to
these matters are also discussed in Note 9. The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Key
Command International Corp. as of December 31, 2004 and 2003 and the results of
their consolidated operations, changes in stockholders' equity (deficit) and
their consolidated cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
May 27, 2005

             MEMBER OF:  AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                         PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                         NEW YORK STATE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


                                      F-1
<PAGE>

                        KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                               ASSETS

                                                                                                      Reclassed
                                                                                       2004              2003
                                                                                  --------------    --------------
<S>                                                                               <C>               <C>
Current Assets:
  Cash and cash equivalents                                                       $           --    $        4,905
  Accounts receivable, net                                                                    --            18,745
                                                                                  --------------    --------------

    Total Current Assets                                                                      --            23,650
                                                                                  --------------    --------------


TOTAL ASSETS                                                                      $           --    $       23,650
                                                                                  ==============    ==============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


LIABILITIES
Current Liabilities:
  Note payable - bank                                                             $           --    $       23,500
  Taxes payable                                                                          193,626           143,626
  Net liabilities from discontinued operations                                                --               783
  Accounts payable and accrued expenses                                                  563,421           538,208
                                                                                  --------------    --------------

      Total Current Liabilities                                                          757,047           706,117
                                                                                  --------------    --------------

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

      Total Liabilities                                                                1,243,887         1,192,957
                                                                                  --------------    --------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.001 par value, 5,000,000 shares authorized, 0 shares
    issued and outstanding at December 31, 2004 and 2003                                      --                --
  Common stock, $.0001 Par Value; 100,000,000 and 40,000,0000 shares authorized
   and 1,004,928 and 119,511 shares issued and outstanding
  at December 31, 2004 and 2003                                                              100                11
  Additional paid-in capital                                                              20,451            12,040
  Retained  (deficit)                                                                 (1,264,438)       (1,181,358)
                                                                                  --------------    --------------

      Total Stockholders' Equity (Deficit)                                            (1,243,887)       (1,169,307)
                                                                                  --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                              $           --    $       23,650
                                                                                  ==============    ==============
</TABLE>

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


                                       F-2
<PAGE>

                        KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                   Reclassed
                                                                    2004              2003
                                                               --------------    --------------
<S>                                                            <C>               <C>
OPERATING REVENUES
  Sales                                                        $       15,589    $      150,563
                                                               --------------    --------------

OPERATING EXPENSES
   Salaries, commissions and payroll related expenses                      --           250,000
   Office and administrative                                          104,852           233,254
                                                               --------------    --------------
       Total Operating Expenses                                       104,852           483,254
                                                               --------------    --------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                    (89,263)         (332,691)
                                                               --------------    --------------

OTHER INCOME (EXPENSE)
   Depreciation and amortization                                           --           (27,982)
   Impairment of intangible assets                                         --          (782,800)
   (Loss) gain on sale of automobile                                       --           (13,995)
   Interest expense                                                      (138)             (275)
                                                               --------------    --------------
       Total Other Income (Expense)                                      (138)         (825,052)
                                                               --------------    --------------

NET LOSS FROM CONTINUING OPERATIONS                                   (89,401)       (1,157,743)
                                                               --------------    --------------

DISCONTINUED OPERATIONS
   Income (loss) from discontinued operations (net of taxes)            9,699           (57,544)
   (Loss) on disposal of subsidiary                                    (3,378)               --
                                                               --------------    --------------
           Total discontinued operations                                6,321           (57,544)
                                                               --------------    --------------

NET (LOSS) BEFORE PROVISION
    FOR INCOME TAXES                                                  (83,080)       (1,215,287)
   Provision for Income Taxes                                              --                --
                                                               --------------    --------------

NET (LOSS) APPLICABLE TO COMMON SHARES                         $      (83,080)   $   (1,215,287)
                                                               ==============    ==============

NET LOSS PER BASIC AND DILUTED SHARES                          $     (0.18524)   $    (14.51193)
                                                               ==============    ==============

BASIC AND DILUTED (LOSS) PER SHARE
  Basic and diluted from continuing operations                 $     (0.19933)   $    (13.82479)
                                                               ==============    ==============
  Basic and diluted from discontinued operations               $      0.01409    $     (0.68714)
                                                               ==============    ==============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                                448,518            83,744
                                                               ==============    ==============
</TABLE>


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

                                      F-3
<PAGE>

                         KEY COMMAND ACQUISITION CORP.
                   (FORMERLY COMMAND ACQUISITION CORPORATION)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
             THROUGH THE REVERSE MERGER BETWEEN COMMAND AND ALGIERS


<TABLE>
<CAPTION>
                                                               Preferred Stock                 Common Stock
Description                                                  Shares         Amount         Shares          Amount
-----------                                               ------------   ------------   ------------    ------------
<S>                                                       <C>            <C>            <C>             <C>
Balance, December 31, 2002                                          --   $         --      2,545,000    $      2,545
                                                          -----------------------------------------------------------

Net income through merger                                           --             --             --              --

Cancellation of shares                                              --             --     (1,272,500)         (1,273)

Adjustment due to recapitalization                                  --             --         51,000              51

Adjustment due to recapitalization                                  --             --             --              --

Shares issued in connection with merger
  to acquire Algiers                                                --             --     10,478,476          10,478

Issuance of 250,000 shares (Section 144 stock)                      --             --        250,000             250

Adjustment due to recapitalization between CIC and CIGI             --             --             --              --

Retroactive stock split (1 for 96)                                  --             --    (11,353,529)        (11,353)

May 12, 2004 Retroactive surrender of shares                        --             --       (578,936)           (579)

Retroactive change in par value (from .001 to .0001)                --             --             --            (108)

Net loss for the year                                               --             --             --              --
                                                          -----------------------------------------------------------

Balance, December 31, 2003 Restated                                 --   $         --        119,511    $         11
                                                          -----------------------------------------------------------

August 17, 2004 Shares issued for cash                              --             --        885,417              89

Net loss for the year ended December 31, 2004                       --             --             --              --
                                                          -----------------------------------------------------------

Balance, December 31, 2004                                          --   $         --   $  1,004,928    $        100
                                                          ===========================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                             Additional     Accumulated
Description                                               Paid - In Capital   Deficits         Total
-----------                                                 ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Balance, December 31, 2002                                  $     44,868    $    (55,759)   $     (8,346)
                                                          ----------------------------------------------

Net income through merger                                             --          (2,201)         (2,201)

Cancellation of shares                                             1,273              --              --

Adjustment due to recapitalization                               (57,960)         57,960              51

Adjustment due to recapitalization                                    --          56,226          56,226

Shares issued in connection with merger
  to acquire Algiers                                             (10,478)             --              --

Issuance of 250,000 shares (Section 144 stock)                        --              --             250

Adjustment due to recapitalization between CIC and CIGI           22,297         (22,297)             --

Retroactive stock split (1 for 96)                                11,353              --              --

May 12, 2004 Retroactive surrender of shares                         579              --              --

Retroactive change in par value (from .001 to .0001)                 108              --              --

Net loss for the year                                                 --      (1,215,287)     (1,215,287)
                                                          ----------------------------------------------

Balance, December 31, 2003 Restated                         $     12,040    $ (1,181,358)   $ (1,169,307)
                                                          ----------------------------------------------

August 17, 2004 Shares issued for cash                             8,411              --           8,500

Net loss for the year ended December 31, 2004                         --         (83,080)        (83,080)
                                                          ----------------------------------------------

Balance, December 31, 2004                                  $     20,451    $ (1,264,438)   $ (1,243,887)
                                                          ==============================================
</TABLE>


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

                                       F-4
<PAGE>

                        KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                               Reclassed
                                                                 2004            2003
                                                             ------------    ------------
<S>                                                          <C>             <C>
CASH FLOW FROM OPERATING ACTIVITES
Continuing Operations:
   Net loss                                                  $    (89,401)   $ (1,157,743)
                                                             ------------    ------------
   Adjustments to Reconcile Net (Loss) to Net Cash
     provided by (used in) operating activities:
     Depreciation and amortization                                     --          27,982
     Common stock issued for provision for bad debt                    --          70,427
     Loan on sale of automobile                                        --          13,995
     Common stock issued for services                                  --             250
     Impairment of intangible asset                                    --         782,800

  Changes in assets and liabilities
     Decrease in accounts receivable                               18,745           6,688
     (Increase) in deferred revenue                                    --         (60,023)
     Increase in accounts payable and
       and accrued expenses                                        75,213         331,086
                                                             ------------    ------------
     Total adjustments                                             93,958       1,173,205
                                                             ------------    ------------

     Net cash provided by operating activities -
    continuing operations                                           4,557         (15,462)
                                                             ------------    ------------

  Discontinued operations
     Income (loss) from discontinued operations                     6,321         (57,544)
     Adjustments to Reconcile Net Cash provided by
     discontinued operations                                         (783)         42,184
                                                             ------------    ------------

     Net cash provided by (used in)
    operating activities - discontinued operations                  5,538         (15,360)
                                                             ------------    ------------

     Net cash provided by Operating Activities               $     10,095    $        102
                                                             ------------    ------------
</TABLE>


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

                                       F-5
<PAGE>

                        KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                             Reclassed
                                                                 2004           2003
                                                             ------------   ------------
<S>                                                          <C>            <C>
CASH FLOW FROM FINANCING ACTIVITIES
Continuing Operations:
    Proceeds from preferred stock issuances                  $      8,500   $         --
    Loans from officer, net                                            --        (20,511)
    Proceeds (payments) from line of credit, net                  (23,500)        23,500
                                                             ------------   ------------
       Net cash provided by (used in) financing activities        (15,000)         2,989
                                                             ------------   ------------

NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                                           (4,905)         3,091

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

CASH AND CASH EQUIVALENTS - END OF YEAR                      $         --   $      4,905
                                                             ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                         $        138   $        275
                                                             ============   ============

SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:
    Issuance of common stock for:

       Consulting services                                   $         --   $        250
                                                             ============   ============
       Legal                                                 $         --   $         --
                                                             ============   ============
       Accrued expenses                                      $         --   $         --
                                                             ============   ============
       Preferred stock issued for investment                 $         --   $         --
                                                             ============   ============

   Net effect of stock acquisition between CIC and CIGI
       Common stock                                                    --         12,051
       Additional paid in capital                                      --             --
       Deficit                                                         --        (22,598)
       Accounts payable                                                --         10,547
                                                             ------------   ------------

                                                             $          -   $        250
                                                             ============   ============
</TABLE>


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


                                       F-6
<PAGE>

                        KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003
                                                     7

 NOTE 1 -         ORGANIZATION AND BASIS OF PRESENTATION

                  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.

                  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.


                                       F-7
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

                  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.

                  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.


                                       F-8
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of Consolidation

                  The 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.

                  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

                  Depreciation expense was $0 and $27,982 for the years ended
                  December 31, 2004 and 2003, respectively.


                                       F-9
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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 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.

                  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:

<TABLE>
<CAPTION>
                                                                          (Restated)
                                                     December 31,         December 31,
                                                         2004                 2003
                                                         ----                 ----

                  <S>                                <C>                  <C>
                  Net  (Loss)                           ($83,080)          ($1,215,287)

                  Weighted-average common shares
                    outstanding (Basic)                  448,518                83,744
                  Weighted-average common stock
                     equivalents:
                        Stock options                          -                     -
                        Warrants                               -                     -
                                                        --------           -----------

                  Weighted-average common shares
                  outstanding (Diluted)                  448,518                83,744
                                                        ========           ===========
</TABLE>

                  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
                  warrangs outstanding as of December 31, 2004, 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 the change in par value from $.001 to
                  $.0001.


                                      F-10
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Advertising

                  Costs of advertising and promotion are expensed as incurred.
                  There were no advertising costs for the years ended December
                  31, 2004 and 2003.

                  Accounts Receivable

                  CIC has established a reserve for doubtful accounts for
                  contracts entered into that have the potential of not being
                  completed due to circumstances beyond the control of CIC. The
                  allowance for doubtful accounts is adjusted by management of
                  CIC on a regular basis. At December 31, 2004 and 2003, there
                  was no allowance for doubtful accounts.

                  Intangible Assets

                  Intangible assets were stated at cost. Amortization was
                  computed using the straight-line method over fifteen years.
                  Amortization expense for the year ended December 31, 2001 was
                  $75,000. Additionally, in 2001, Spiderfuel determined that the
                  intangible assets that were acquired have been impaired
                  according to FASB 142, "Goodwill and Other Intangible Assets".
                  Originally, the intangible assets were recorded by management
                  at $2 per share for the 750,000 shares given to The Strategy
                  Factory, Inc. (See Note 11). After one full year of
                  operations, Spiderfuel impaired the remaining unamortized
                  balance to just over $1 per share at $782,800. As such,
                  Spiderfuel recorded a one-time charge to operations in the
                  amount of $608,870 as impairment of intangible assets in 2001.
                  Management has impaired the remainder of this balance during
                  the year ended December 31, 2003.

                  Stock-Based Compensation

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


                                      F-11
<PAGE>

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Stock-Based Compensation (Continued)

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

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

                  Recent Accounting Pronouncements

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


                                      F-12
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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

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

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

                  In 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.


                                      F-13
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements (Continued)

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

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

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

                  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.


                                      F-14
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

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

                  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
                  December 31, 2004 and 2003 was $486,840 and $486,840,
                  respectively. There are no terms or stated interest rate on
                  this note.


                                      F-15
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 4 -          LINE OF CREDIT

                  CLC had lines of credit with two banks. Under each line of
                  credit the maximum borrowing amount was $50,000 each. Only one
                  of these lines of credit was borrowed against. This line of
                  credit had a current interest rate of 5.75% prior to expiring.
                  Once these lines expired, the Company entered into a line of
                  credit with another bank with availability of $100,000 at
                  December 31, 2004. As of December 31, 2004, there was $0 drawn
                  against this line of credit. The interest expense on the lines
                  of credit were $138 and $275 for the years ended December 31,
                  2004 and 2003, respectively.


NOTE 5-           COMMITMENTS AND CONTINGENCIES

                  Related Party Transactions

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

                  Leases

                  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 a term 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 December 31, 2004.

NOTE 6-           INCOME TAXES

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


                                      F-16
<PAGE>

                         KEY COMMAND INTERNATIONAL CORP.
                  (FORMERLY COMMAND INTERNATIONAL CORPORATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 6-           INCOME TAXES (CONTINUED)

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

                                                    2004          2003
                                                    ----          ----

                  Deferred tax asset              $379,350      $354,420
                  Less:  valuation allowance      (379,350)     (354,420)
                                                  --------      ---------
                  Net deferred tax asset          $    -0-      $     -0-
                                                  ========      =========


                  At December 31, 2004, the Company had deficits accumulated in
                  the approximate amount of $1,264,500, available to offset
                  future taxable income through 2023. The Company established
                  valuation allowances equal to the full amount of the deferred
                  tax assets due to the uncertainty of the utilization of the
                  operating losses in future periods.


NOTE 7-           STOCKHOLDERS' EQUITY (DEFICIT)

                  Common Stock

                  The Company issued 250,000 additional shares in June 2003 for
                  legal services rendered to bring the total issued and
                  outstanding shares to 119,511. The value of the issuance of
                  the 250,000 shares was $250, the fair value of the stock at
                  the time (par value).

                  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 none have been issued.


                                      F-17
<PAGE>

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

NOTE 8-           INTANGIBLE ASSETS

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

NOTE 9-           GOING CONCERN

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

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

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

NOTE 10-          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:
<TABLE>
<CAPTION>
                                                      December 31,   December 31,
                                                          2004           2003
                                                      ------------   ------------

<S>                                                   <C>            <C>
                  Revenues                            $     25,093   $    575,326
                                                      ============   ============

                  Income (loss) before income taxes   $      6,991   $    (57,544)

                  Provision for taxes                          670             --
                                                      ------------   ------------

                  Net income (loss)                   $      6,321   $    (57,544)
                                                      ============   ============

                  Net income (loss) per share         $     .01409   $    (.68714)
                                                      ============   ============

                  Diluted income (loss) per share     $     .01409   $    (.68714)
                                                      ============   ============
</TABLE>


                                      F-18
<PAGE>

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

NOTE 11-          RECLASSIFICATION OF FINANCIAL STATEMENTS

                  The net loss from discontinued operations for the year ended
                  December 31, 2003 was reclassified to reflect the sale of CLC
                  in the consolidated statements of operations in accordance
                  with the provisions of SFAS 144. The reclassification had no
                  effect on net income for the year ended December 31, 2003.

NOTE 12-          RESTATEMENT OF FINANCIAL STATEMENTS

                  The balance sheet for December 31, 2003 was restated to
                  account for a reverse stock split, and a decrease in par value
                  from $.001 to $.0001 that was accounted for retroactively. It
                  had no effect on total stockholder's equity for the year ended
                  December 31, 2003.

NOTE 13-          SUBSEQUENT EVENT

                  On February 15, 2005, the Company issued 20,000 shares of
                  preferred stock for cash of $20,000 convertible into 4,240,000
                  shares of Common Stock upon the completion of a business
                  combination as defined in the Delaware General Corporation
                  Law.

                  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-19


<PAGE>

      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.

                                      Key Command International Corp.

                                      By: /s/ Robert Fallah
                                         -----------------------------
                                         Robert Fallah
                                         President and Chief Executive Officer


      In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
<S>                                 <C>                                         <C>
/s/ Robert Fallah                   Chief Executive Officer   ,                 June 7, 2005
---------------------------         Chief Financial Officer and Director
Robert Fallah                       (Principal Executive Officer
                                    and Principal Financial Officer)


/s/ Frank Cantatore                 Director                                    June 7, 2005
---------------------------
Frank Cantatore
</TABLE>


                                       15
<PAGE>

                         Key Command International Corp.

                          ANNUAL REPORT ON FORM 10-KSB
                       Fiscal Year Ended December 31, 2004

                                  Exhibit Index

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

2.1                        Agreement and Plan of Merger, dated as of March 20,
                           2003, by and between Algiers Resources, Inc., Algiers
                           Merger Co. and Command International Acquisition
                           Corporation. (Incorporated by reference to Exhibit
                           2.1 to the registrant's Annual Report on Form 10-KSB
                           for its fiscal year ended December 31, 2003; filed
                           with the SEC on April 15, 2003).

2.2                        Plan and Agreement of Reorganization dated as of July
                           1, 2002, as amended as of February 24, 2003, by and
                           between Command International Acquisition
                           Corporation, Command International Group Inc. and
                           Shareholders of Command International Group Inc.
                           (Incorporated by reference to Exhibit 2.2 to the
                           registrant's Annual Report on Form 10-KSB for its
                           fiscal year ended December 31, 2003; filed with the
                           SEC on April 15, 2003).

2.3                        Assignment and Assumption dated as of April 26, 2003,
                           by and between Algiers Resources, Inc. and Command
                           International Acquisition Corporation. (Incorporated
                           by reference to Exhibit 2.3 to the registrant's
                           Current Report on Form 8-K, filed with the SEC on May
                           12, 2003).

3.1                        Composite of Certificate of Incorporation, as
                           amended.

3.2                        By-Laws. (Incorporated by reference to Exhibit 3(ii)
                           to the registrant's Form 10-KSB40 for its fiscal year
                           ended December 31, 1999, filed with the SEC on April
                           4, 2000).

4.1                        Registration Rights Agreement dated as of March 20,
                           2003, by and between Algiers Resources, Inc. and
                           James A. Prestiano. (Incorporated by reference to
                           Exhibit 4.6 to the registrant's Annual Report on Form
                           10-KSB for its fiscal year ended December 31, 2003;
                           filed with the SEC on April 15, 2003).

4.2                        Lockup Agreement dated as of March 20, 2003, by and
                           between Algiers Resources, Inc. and James A.
                           Prestiano. (Incorporated by reference to Exhibit 20.3
                           to the registrant's Current Report on Form 8-K, filed
                           with the SEC on May 12, 2003).

10.1                       Settlement Agreement dated as of May 12, 2004, by and
                           between Staffin International Group, LLC, Command
                           International Corporation, Anne Staffin, Don Staffin
                           and Robert Fallah. (Incorporated by reference to
                           Exhibit 2.1 to the registrant's Current Report on
                           Form 8-K, filed with the SEC on May 27, 2004).


                                       16
<PAGE>

20.1                       Information Statement pursuant to Section 14(f) of
                           the Securities Exchange Act of 1934, as amended, and
                           Rule 14f-1 promulgated thereunder. (Filed with the
                           SEC on April 1, 2003 and incorporated by reference
                           herein).

20.2                       Definitive Information Statement pursuant to Section
                           14(c) of the Securities Exchange Act of 1934, as
                           amended. (Filed with the SEC on July 19, 2004 and
                           incorporated by reference herein).

21.2                       Subsidiaries of Key Command International Corp.

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.