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, 2003

[_]   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,  2003 was:
$150,563.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates of the registrant as of October 7, 2004 was approximately $0. The
registrant's securities are not publicly traded.

On October 7, 2004, there were 96,473,040 shares of common stock of the
registrant issued and outstanding.

                       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.

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


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.


                                      -4-
<PAGE>


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, 2003.


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, 2003.


                                     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 October 7, 2004, we had 56 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, 2003.

            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 April 26, 2003,  pursuant to the Merger, an aggregate of
5,239,238  shares of common  stock of CIAC was  converted  into an  aggregate of
5,239,238 shares of common stock of the Company.  The issuance of such shares of
common  stock of the  Company to CIAC was made  pursuant  to an  exemption  from
registration under Regulation D promulgated under the Securities Act.

            In addition,  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 in
exchange for all 1,500  shares of common  stock of CIGI issued and  outstanding.
The  issuance of such shares of common  stock was made  pursuant to an exemption
from registration under Section 4(2) of the Securities Act.


                                      -5-
<PAGE>


            On or about June 30, 2003,  the Company  issued 250,000 shares of it
common  stock to its  counsel  at such time for  legal  services  rendered.  The
issuance of such shares of common stock was made  pursuant to an exemption  from
registration under Section 4(2) of the Securities Act.

            On July 15, 2003,  the Company  issued an aggregate of 51,000 shares
of it common stock to seven individuals in connection with the cashless exercise
of a warrant.  The issuance of such shares of common stock was made  pursuant to
an exemption from registration under Section 3(a) (9) of the Securities Act.

            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.

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.


                                      -6-
<PAGE>


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, 2003 and 2002 in  accordance  with
FASB 144.

MATERIAL CHANGES IN FINANCIAL CONDITION AS OF DECEMBER 31, 2003.

At December 31, 2003, we had a working capital deficit of $682,467,  as compared
with a deficit of $302,601 at December 31, 2002. The Company had cash on hand of
$4,905 at December 31, 2003,  as compared  with $1,814 at December 31, 2002.  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 a
balance due to its bank of $23,500 at December 31, 2003.  Subsequent  to yearend
it repaid the bank.

We have funded the business  primarily through loans from officers which totaled
$486,840 at December 31, 2003. 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  at December  31,  2002,  which was written off at
December 31, 2003.

The Company had  $538,208 of accounts  payable and accrued  expenses at December
31, 2003,  compared  with  $196,626 at December  31, 2002.  Payables of $448,294
related primarily to CIC compared to the entire $196,626

Our auditors have included an explanatory paragraph in their report for the year
ended December 31, 2003,  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, 2003, the Company had a retained  earnings deficit of $1,181,358
as compared with $56,226 at December 31, 2002.

For the year ended  December 31, 2003  ("Fiscal  2003") the Company had net cash
provided  by  operating  activities  of $102 as  compared  with net cash used in
operating  activities  of $70,864 for the year ended  December 31, 2002 ("Fiscal
2002"). This resulted primarily from a net loss of $1,215,287 in Fiscal 2003, as
compared with net income of $56,226 in Fiscal 2002. The net loss was offset,  in
part,  by the  impairment  of  intangible  assets  of  $782,800  as a result  of
discontinued operations and an increase in accounts payable and accrued expenses
of $331,086.


                                      -7-
<PAGE>


The  Company had net cash  provided by  financing  activities  of $2,989  during
Fiscal 2003,  as compared  with $6,225  during  Fiscal 2002.  Proceeds  from the
Company's  lines of credit  slightly  exceeds  loans from  officers  during both
periods.

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

MATERIAL CHANGES IN RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2003 AS COMPARED WITH YEAR ENDED DECEMBER 31, 2002.

Sales in Fiscal 2003 were  $150,563 as compared  with  $525,396 in Fiscal  2002.
Sales of revise  enhancements  and upgrades to existing  installed  systems to a
loyal ERP customer  base in Fiscal 2002  decreased in Fiscal 2003 as a result of
the Company not having  sufficient  working  capital to support its  operations.
Salaries  decreased by $93,208,  or 27.2%, as a result of the decrease in sales.
In  addition,  the Company  showed a 45%  decrease in the rent as compared  with
previous year due to consolidating  the offices in Edison,  New Jersey.  Certain
administrative  costs  increased by $60,520 and  professional  fees increased by
$60,221 due to the merger  between  CIAC and Algiers  which was a  non-operating
entity   in   Fiscal   2002.   Professional   fees   resulted   primarily   from
accounting/auditing,  legal and general administrative  expenses relating to the
Company's  filings with the SEC, as well as fees incurred in connection with the
Company's various merger transactions.

As a result of the foregoing total operating  expenses  remained  constant while
the  Company's  loss before  other  expenses  increased  from $3,872 to $377,691
primarily as a result of decreased sales.

The Company had other  expenses of  $825,052 in Fiscal  2003,  as compared  with
$14,220 in Fiscal  2002,  primarily  as a result of the  write-off  of  goodwill
$782,800 for discontinued operations.

As a result of the  foregoing,  the  Company  had a net loss of  $1,215,287  for
Fiscal  2003,  as compared  with net income  before  income  taxes of $56,765 in
Fiscal 2002.


ITEM 7.     FINANCIAL STATEMENTS.

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


ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
            FINANCIAL DISCLOSURE.

            None.


                                      -8-
<PAGE>


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           43       Chief Executive Officer and
                                 Chairman of the Board of Directors
Frank Cantatore         43       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.
Mr. Fallah is also manager and owns 100% of the equity  interest in Global Asset
Management, LLC, a Delaware  limited  liability  company engaged in the business
of investment related activities.  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 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.


                                      -9-
<PAGE>


            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,  2003,  except that (i) Robert
Fallah,  Chief  Executive  Officer and Chairman of the  Comapny,  did not file a
report on Form 4 relating to one transaction,  (ii) Frank  Cantatore,  Secretary
and a director of the  Company,  did not file a report on Form 4 relating to one
transaction, (iii) Global Asset Management, LLC, a beneficial owner of more than
10% of the Company's issued and outstanding common stock, filed late a report on
Form 3 relating to one transaction,  and (iv) Allied International Fund, Inc., a
beneficial owner of more than 10% of the Company's issued and outstanding common
stock, filed late a report on Form 3 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.


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,  2003.  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, 2003 but was never paid to Mr. Fallah.


                                      -10-
<PAGE>


            No options  were granted to James A.  Prestiano or Robert  Fallah in
the fiscal year ended  December  31,  2003,  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 October 7, 2004 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.


<TABLE>
<CAPTION>

                                        AMOUNT AND NATURE OF      PERCENTAGE OF
NAME AND ADDRESS OF STOCKHOLDER         BENEFICIAL OWNERSHIP      OUTSTANDING SHARES(1)
------------------------------------    ---------------------     ---------------------
<S>                                     <C>                       <C>
Robert Fallah(2)                                   42,160,302                      43.7%

Frank Cantatore(3)                                  5,384,211                       5.6%

Allied International Fund, Inc.                    35,575,000                      36.9%

Global Asset Management, LLC(4)                    37,500,000                      38.9%
</TABLE>


                                      -11-
<PAGE>


<TABLE>
<CAPTION>

                                        AMOUNT AND NATURE OF      PERCENTAGE OF
NAME AND ADDRESS OF STOCKHOLDER         BENEFICIAL OWNERSHIP      OUTSTANDING SHARES(1)
------------------------------------    ---------------------     ---------------------
<S>                                     <C>                       <C>
Gary Schonwald(5)                                   5,500,000                       5.7%
Reitler Brown & Rosenblatt LLC
800 Third Avenue, 21st Floor
New York, NY 10022

All executive officers and directors               47,160,302                      48.9%
as a group (2 persons)(2)(3)
</TABLE>

----------
(1)   Based on 96,473,040 shares issued and outstanding as of October 7, 2004.
(2)   Includes (i) 4,660,302  shares owned by CIGI for which Robert Fallah,  the
      Chief Executive  Officer of the Company,  is also Chief Executive  Officer
      and a shareholder of CIG, and (ii) 37,500,000 shares owned by Global Asset
      Management,  LLC,  a Delaware  limited  liability  company,  for which Mr.
      Fallah is Manager  and owns 100% of the equity  interest  in Global  Asset
      Management, LLC.
(3)   Includes  384,211  shares  owned by CIGI for which  Frank  Cantatore  is a
      shareholder and has voting and investment power over such shares.
(4)   Robert Fallah, Chief Executive Officer of the Company, is Manager and owns
      100% of the equity interest in Global Asset Management, LLC.
(5)   Includes 500,000 shares owned by Saudry, LLC, a limited liability company,
      for which Gary  Schonwald is the sole  officer and member,  owning 100% of
      the equity interest in Saudry, LLC.

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 2003 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
Executive  Officer  of the  Company,  is  Manager of Global and owns 100% of the
equity interest in Global.


                                      -12-
<PAGE>


            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     EXHIBIT
NUMBER      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:

                                                       2003           2002
                                                      -------       -------
            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.


                                      -14-
<PAGE>








                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002



<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         PAGE(S)

Report of Independent Registered Public Accounting Firm........................1

Consolidated Balance Sheets as of December 31, 2003 and 2002...................2

Consolidated Statements of Operations for the Years Ended
 December 31, 2003 and 2002....................................................3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
 for the Years Ended December 31, 2003 and 2002................................4

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2003 and 2002..................................................5-6

Notes to Consolidated Financial Statements..................................7-21


<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
Command International Corporation
(formerly Algiers Resources, Inc.)
Edison, New Jersey

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Command
International Corporation (formerly Algiers Resources,  Inc.) (the "Company") as
of  December  31,  2003 and  2002 and the  related  consolidated  statements  of
operations,  changes in stockholders'  equity (deficit),  and cash flows 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 auditing 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 15 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  15.  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  financial   position  of  Command
International  Corporation  as of December  31, 2003 and 2002 and the results of
its operations,  changes in stockholders' (deficit) and their 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
July 28, 2004

      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


                                       1
<PAGE>


                                   COMMAND INTERNATIONAL CORPORATION
                                  (FORMERLY ALGIERS RESOURCES, INC.)
                                      CONSOLIDATED BALANCE SHEETS
                                      DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                                ASSETS
                                                                                            (Restated)
                                                                               2003            2002
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
Current Assets:
  Cash and cash equivalents                                                 $     4,905    $     1,814
  Accounts receivable, net                                                       18,745         95,860
                                                                            -----------    -----------
    Total Current Assets                                                         23,650         97,674
                                                                            -----------    -----------
  Fixed assets, net of depreciation                                                  --         41,977
                                                                            -----------    -----------
Other Assets:
  Net assets from discontinued operations                                            --         41,401
  Intangible assets - goodwill, net of impairment                                    --        782,800
                                                                            -----------    -----------
    Total Other Assets                                                               --        824,201
                                                                            -----------    -----------
TOTAL ASSETS                                                                $    23,650    $   963,852
                                                                            ===========    ===========

                            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
  Note payable - bank                                                       $    23,500    $        --
  Taxes payable                                                                 143,626        143,626
  Deferred revenue                                                                   --         60,023
  Net liabilities from discontinued operations                                      783             --
  Accounts payable and accrued expenses                                         538,208        196,626
                                                                            -----------    -----------
      Total Current Liabilities                                                 706,117        400,275
                                                                            -----------    -----------
Officers loans payable                                                          486,840        507,351
                                                                            -----------    -----------
      TOTAL LIABILITIES                                                       1,192,957        907,626
                                                                            -----------    -----------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.001 par value, 5,000,000 shares authorized, 0 shares
    issued and outstanding                                                           --             --

  Common stock, $.001 Par Value; 40,000,000 shares authorized
   12,051,976 shares issued and outstanding                                      12,051             --

  Spiderfuel Common stock, $.0001 Par Value; 19,000,000 shares authorized
   16,050,000 shares issued and outstanding at March 31, 2002                        --             --

  CLC Common stock, No Par Value; 2,500 shares authorized
    500 shares issued and outstanding at March 31, 2002                              --             --

  Additional paid-in capital                                                         --             --

  Retained earnings (deficit)                                                (1,181,358)        56,226
                                                                            -----------    -----------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                   (1,169,307)        56,226
                                                                            -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        $    23,650    $   963,852
                                                                            ===========    ===========


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

                                                   2
</TABLE>


<PAGE>

                                   COMMAND INTERNATIONAL CORPORATION
                                  (FORMERLY ALGIERS RESOURCES, INC.)
                                 CONSOLIDATED STATMENTS OF OPERATIONS
                            FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                                            (RESTATED)
                                                                                2003           2002
                                                                            ------------   ------------
<S>                                                                         <C>            <C>
OPERATING REVENUES
  Sales                                                                     $    150,563   $    525,391
                                                                            ------------   ------------

OPERATING EXPENSES
   Salaries, commissions and payroll related expenses                            250,000        343,208
   Production expense                                                                 --          1,505
   Rent                                                                           45,000         81,845
   Travel and automobile expenses                                                     --         33,599
   Telephone                                                                          --         20,805
   Advertising and promotion                                                          --          4,319
   Office and administrative                                                      72,917         12,397
   Insurance                                                                          --          1,896
   Bad debt                                                                       70,427             --
   Professional fees                                                              89,910         29,689
                                                                            ------------   ------------
       TOTAL OPERATING EXPENSES                                                  528,254        529,263
                                                                            ------------   ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                              (377,691)        (3,872)
                                                                            ------------   ------------

OTHER INCOME (EXPENSE)
   Depreciation and amortization                                                 (27,982)       (32,532)
   Impairment of intangible assets                                              (782,800)            --
   (Loss) gain on sale of automobile                                             (13,995)         2,911
   Other income                                                                       --         17,046
   Interest income                                                                    --             28
   Interest expense                                                                 (275)        (1,673)
                                                                            ------------   ------------
       TOTAL OTHER INCOME (EXPENSE)                                             (825,052)       (14,220)
                                                                            ------------   ------------

NET LOSS FROM CONTINUING OPERATIONS                                           (1,202,743)       (18,092)

DISCONTINUED OPERATIONS
   Income (loss) from discontinued operations (net of taxes)                     (12,544)        74,857
                                                                            ------------   ------------

NET INCOME (LOSS) BEFORE PROVISION
    FOR INCOME TAXES                                                          (1,215,287)        56,765
   Provision for Income Taxes                                                         --           (539)
                                                                            ------------   ------------

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                               $ (1,215,287)  $     56,226
                                                                            ============   ============

BASIC AND DILUTED INCOME (LOSS) PER SHARE
  Basic and diluted from continuing operations                              $   (0.09980)  $   (0.00150)
                                                                            ============   ============
  Basic and diluted from discontinued operations                            $   (0.00104)  $    0.00621
                                                                            ============   ============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                                        12,051,976     12,051,976
                                                                            ============   ============
</TABLE>

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


                                                   3
<PAGE>


<TABLE>
<CAPTION>

                                                  COMMAND INTERNATIONAL CORPORATION
                                                 (FORMERLY ALGIERS RESOURCES, INC.)
                                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                           FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                                 THROUGH THE REVERSE MERGER BETWEEN
                                                        COMMAND AND ALGIERS


                                  PREFERRED STOCK                  COMMON STOCK          ADDITIONAL
                             --------------------------     -------------------------      PAID-IN      ACCUMULATED
DESCRIPTION                    SHARES          AMOUNT          SHARES        AMOUNT        CAPITAL        DEFICITS        TOTAL
--------------------------   -----------    -----------     ----------    -----------    -----------    -----------    -----------
<S>                          <C>            <C>              <C>          <C>            <C>            <C>            <C>
Balance, December 31, 2001            --    $        --      2,545,000    $     2,545    $    44,868    $   (54,945)   $    (7,532)

Net loss for the year                                                                                          (814)          (814)
                             -----------    -----------     ----------    -----------    -----------    -----------    -----------

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

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

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

Adjustment due to
   recapitalization                   --             --         51,000             51        (57,960)        57,960             51

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

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

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

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

Net loss for the year                 --             --             --             --             --     (1,215,287)    (1,215,287)
                             -----------    -----------     ----------    -----------    -----------    -----------    -----------
Balance, December 31, 2003            --    $        --     12,051,976    $    12,051    $        --    $(1,181,358)   $(1,169,307)
                             ===========    ===========     ==========    ===========    ===========    ===========    ===========


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

                                                                  4

</TABLE>


<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                            (RESTATED)
                                                               2003            2002
                                                            -----------    -----------
<S>                                                         <C>            <C>
CASH FLOW FROM OPERATING ACTIVITES
   Net income (loss)                                        $(1,215,287)   $    56,226
                                                            -----------    -----------
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities

     Depreciation and amortization                               27,982         32,532
     Loss from discontinued operations                           12,544         74,857
     Net cash provided by discontinued operations                29,640        (96,821)
     Provision for bad debt                                      70,427
     (Gain) loss on sale of automobile                           13,995         (2,911)
     (Gain) on purchase                                              --       (122,816)
     Common stock issued for services                               250             --
     Impairment of intangible assets                            782,800             --

  CHANGES IN ASSETS AND LIABILITIES
     (Increase) in accounts receivable                            6,688        (23,785)
     Increase (decrease) in deferred revenue                    (60,023)        29,512
     Inecrease (decrease) in accounts payable and
       accrued expenses                                         331,086        (17,658)
                                                            -----------    -----------
     Total adjustments                                        1,215,389       (127,090)
                                                            -----------    -----------

     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            102        (70,864)
                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Loans from officer, net                                     (20,511)       (23,775)
    Proceeds from line of credit, net                            23,500         30,000
                                                            -----------    -----------

       NET CASH PROVIDED BY FINANCING ACTIVITIES                  2,989          6,225
                                                            -----------    -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                     3,091        (64,639)

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                           1,814         66,453
                                                            -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                   $     4,905    $     1,814
                                                            ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                        $       275    $     2,733
                                                            ===========    ===========

</TABLE>


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


                                        5
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                (RESTATED)
                                                                   2003            2002
                                                                -----------    -----------
<S>                                                             <C>            <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH
  ACTIVITIES:

   Net effect of asset acquisition between Spiderfuel and CIC
       Common stock                                             $        --    $    (1,605)
       Additional paid in capital                                        --     (1,802,324)
       Deficit                                                           --      2,293,929
       Note payable                                                      --       (240,000)
       Other loans payable                                               --       (250,000)
                                                                -----------    -----------
                                                                $        --    $        --
                                                                ===========    ===========

   Net effect of stock acquisition between CLC and CIGI
       Common stock                                             $        --    $   (25,000)
       Additional paid in capital                                        --       (184,264)
       Deficit                                                           --         81,647
       Fixed assets                                                      --         16,982
       Other receivable                                                  --             93
       Security deposits                                                 --          1,343
       Accounts payable                                                  --        (13,617)
                                                                -----------    -----------
    Extraordinary item - gain on purchase                       $        --    $  (122,816)
                                                                ===========    ===========

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

</TABLE>

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

                                       6
<PAGE>



                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

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 (See Note 12).  For purposes of these
            financial statements, CIC is synonymous with Spiderfuel post-merger.

            On May 29, 2002,  CLC entered into a Stock  Purchase  Agreement with
            Command  International  Group, Inc. ("CIGI"),  whereby CIGI acquired
            all of the capital stock of CLC in exchange for 165 shares of common
            stock of CIGI; and therefore,  CLC became a wholly-owned  subsidiary
            of CIGI (See Note 13).

            On June 3, 2002,  CIC entered into a Stock  Purchase  Agreement with
            CIGI,  whereby CIGI  acquired  all of the capital  stock of CIC; and
            therefore,  CIC became a  wholly-owned  subsidiary of CIGI (See Note
            14).

            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.


                                       7
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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 the Algiers under the CIGI Agreement. In accordance therewith, on
            April 26, 2003,  Algiers deposited in escrow with Snow Becker Krauss
            P.C.,   5,239,238  shares  of  its  common  stock  for  issuance  to
            stockholders of CIGI upon the closing of the CIGI Agreement.

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

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

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

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


                                       8
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2  -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            PRINCIPLES OF CONSOLIDATION

            The consolidated  financial  statements  include the accounts of CIC
            and CLC. All  significant  inter-company  accounts and  transactions
            have been  eliminated in the  consolidation.  CLC was disposed of in
            May  2004  and  its'   operations  are  reflected  as   discontinued
            operations in the consolidated statements of operations for the year
            ended  December 31, 2003 and 2002 in  accordance  with FASB 144. All
            significant  inter-company   transactions  and  balances  have  been
            eliminated in 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


                                       9
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


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  at
            December 31, 2003 when the Company  reported a loss because to do so
            would be anti-dilutive for periods presented.

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

                                                             (RESTATED)
                                             DECEMBER 31,    DECEMBER 31,
                                                 2003            2002
                                             ------------    ------------

            Net Income (Loss)                ($ 1,215,287)   $     56,226
                                             ------------    ------------

            Weighted-average common shares
             outstanding (Basic)               12,051,976      12,051,976
            Weighted-average common stock
             equivalents:
            Stock options                              --              --
            Warrants                                   --              --
                                             ------------    ------------
            Weighted-average common shares
             outstanding (Diluted)             12,051,976      12,051,976
                                             ============    ============


                                       10
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2  -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            ADVERTISING

            Costs  of  advertising  and  promotion  are  expensed  as  incurred.
            Advertising  costs were $0 and $7,807 for the years  ended  December
            31, 2003 and 2002.

            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, 2003 and 2002, the allowance for doubtful  accounts was
            $0 and $54,198, respectively.

            DEFERRED REVENUE

            Deferred  revenue  represents the portion of the contracts that will
            be realized in the subsequent reporting period.  Deferred revenue at
            December 31, 2003 and 2002 was $0 and $60,023, respectively.

            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.  As such,  $782,800 is reflected as impairment of
            intangible  assets in the consolidated  statements of operations for
            the year ended December 31, 2003.

            GOODWILL

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

            In connection with the Stock Purchase  Agreement between CLC and CIG
            on May  29,  2002,  the  fair  value  of  the  assets  acquired  and
            liabilities  assumed by CIGI resulted in a negative  goodwill amount
            of $141,234.  After applying the negative  goodwill  amount to fixed
            assets  ($16,982),  other  receivables  ($93), and security deposits


                                       11
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            GOODWILL (CONTINUED)

            ($1,343),  the net effect was an extraordinary  item for the gain on
            purchase  of  $122,816,  which  is  reflected  in  the  consolidated
            statements of operations in 2002.  This  transaction  did impact the
            consolidated  financial  statements  for the year ended December 31,
            2002.

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

            STOCK-BASED COMPENSATION

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

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

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


                                       12
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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


                                       13
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

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

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


                                       14
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 2   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

NOTE 3   -  OFFICERS LOANS PAYABLE

            The CIC loans  represent  advances to and from its President.  These
            loans are  interest-free  and are not  anticipated to be paid in the
            next year, and therefore are reflected as long-term liabilities. The
            balances due such officer at December 31, 2003 and 2002 was $486,840
            and $507,351, respectively.

NOTE 4   -  OTHER LOANS PAYABLE

            Represents  amounts due to third  parties,  unrelated to Spiderfuel.
            Amounts were utilized to provide software implementation for various
            projects  started  by  Spiderfuel.  These  loans  were  non-interest
            bearing, had no determined due date, and Spiderfuel's management had
            determined its classification to be long-term.  These other loans at
            September  30,  2002  were not part of CIC due to the fact that they
            remained with  Spiderfuel and were not assumed by CIC at the time of
            the Asset Purchase  Agreement  between CIC and Spiderfuel on May 22,
            2002. These  liabilities  remain with Spiderfuel and are anticipated
            to be paid by that company.


                                       15
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 5   -  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, 2003. As of December
            31, 2003,  there was $23,500 drawn against this line of credit.  The
            interest expense on the lines of credit were $275 and $1,673 for the
            years ended December 31, 2003 and 2002, respectively.

NOTE 6   -  NOTES PAYABLE

            Spiderfuel  entered into  various  promissory  notes and  receivable
            lines  with  individuals.  These  were  short-term  agreements,  and
            interest  had  been  accrued  for at March  31,  2002.  These  notes
            remained with  Spiderfuel and were not assumed by CIC at the time of
            the Asset Purchase  Agreement  between CIC and Spiderfuel on May 22,
            2002. These  liabilities  remain with Spiderfuel and are anticipated
            to be paid by that company.

NOTE 7   -  FIXED ASSETS

            Fixed assets consist of the following at December 31, 2003 and 2002:

                                                 2003            2002
                                             ------------    ------------
            Machinery and equipment          $    116,296    $    116,438
            Furniture and fixtures                 48,858          48,858
                                             ------------    ------------
                  Subtotal                        165,154         165,296
            Accumulated depreciation             (165,154)       (123,319)
                                             ------------    ------------
                   Total                     $          0    $     41,977
                                             ============    ============

            Depreciation  expense  was  $27,982  and $32,532 for the years ended
            December  31, 2003 and 2002.  In May 2002,  when CLC was acquired by
            CIGI, the fair value of the net assets acquired was greater than the
            amount paid by CIGI creating a negative goodwill amount. As required
            by accounting  principles generally accepted in the United States of
            America,  the negative goodwill amount must first be applied against
            fixed  assets  and  other  assets  prior  to  be  recognized  as  an
            extraordinary  item.  As such,  the net fixed assets amount on CLC's
            books of $16,982 was  written off during the quarter  ended June 30,
            2002. Additionally, there was a gain on the sale of an automobile in
            2002  prior  to the  acquisition  of CLC by  CIGI of  $2,911  in the
            quarter ended June 30, 2002.


                                       16
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 8   -  COMMITMENTS AND CONTINGENCIES

            Related Party Transactions

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

            Leases

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

            In addition to the office rental lease,  Spiderfuel has entered into
            other  agreements with a term of one year or  month-to-month  terms,
            which are not  considered  to be material.  Due to the length of the
            terms,  there are no annual  future  minimum  rentals for CIC due at
            December 31, 2003.

            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 for another few years.

            In addition to the office rental  lease,  CLC has entered into other
            agreements  with  a  term  not  exceeding   one-year  that  are  not
            considered to be material. Due to the length of the terms, there are
            no annual future minimum rentals due at December 31, 2003.

NOTE 9   -  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.


                                       17
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 9   -  INCOME TAXES (CONTINUED)

            At December 31, 2003, deferred tax assets consist of the following:



            Net operating loss carryforwards                 $    413,500
            Less:  valuation allowance                           (413,500)
                                                             ------------
                                                             $        -0-
                                                             ============

            At December 31, 2003, the Company had an accumulated  deficit in the
            approximate amount of $1,181,358, 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.

            The provision for income taxes at December 31, 2002 consisted of the
            following:

            State tax expense                                $        539
                                                             ============


NOTE 10  -  STOCKHOLDERS' EQUITY (DEFICIT)

            COMMON STOCK

            The Company is authorized to issue up to 40,000,000 shares of common
            stock,  $0.001  par  value per  share  (See  Note 18).  Prior to the
            Merger,  2,596,000  shares  (includes  51,000  issuable  pursuant to
            outstanding  warrants) of common stock were issued and  outstanding.
            At the closing of the Merger,  1,272,500 shares of common stock were
            cancelled and an aggregate of 10,478,476 shares of common stock were
            issued in  connection  with the Merger.  Accordingly,  following the
            Merger,  an  aggregate of  11,801,976  shares of common stock of the
            Company were issued and outstanding.

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

            PREFERRED STOCK

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


                                       18
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 11  -  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 12  -  ASSET PURCHASE AGREEMENT - SPIDERFUEL

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

NOTE 13  -  STOCK PURCHASE AGREEMENT - CLC

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

NOTE 14  -  STOCK PURCHASE AGREEMENT - COMMAND INTERNET

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


                                       19
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 15  -  GOING CONCERN

            As shown in the accompanying consolidated financial statements,  the
            Company incurred  substantial net losses for the year ended December
            31, 2003. There is no guarantee  whether the Company will be able to
            generate  enough  revenue  and/or  raise  capital to  support  those
            operations.  This  raises  substantial  doubt  about  the  Company's
            ability to continue as a going concern.

            Management  of  the  Company   believes  that  they  can  raise  the
            appropriate  funds needed to support their business plan and acquire
            an operating,  cash flow positive  company.  The losses sustained in
            the year ended  December 31, 2003,  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 16  -  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:

                                             DECEMBER 31,    DECEMBER 31,
                                                 2003            2002
                                             ------------    ------------
            Revenues                         $    575,326    $    350,834
                                             ============    ============

            Income (loss) before
             income taxes                    $    (12,079)   $     88,033

            Provision for taxes                       465          13,176
                                             ------------    ------------

            Net income (loss)                $    (12,544)   $     74,857
                                             ============    ============

            Net (loss) per share             $    (.00104)   $     .00621
                                             ============    ============

            Diluted income (loss) per share  $    (.00104)   $     .00621
                                             ============    ============

NOTE 17  -  RESTATEMENT OF FINANCIAL STATEMENTS

            Included in net assets/liabilities  from discontinued  operations at
            December   31,   2003   and   December   31,   2002,   are  the  net
            assets/liabilities  of CLC  at  those  balance  sheet  dates.  These
            assets/liabilities  include  cash,  accounts  receivable,   accounts
            payable  for 2003 and a note  payable to a bank in 2002.  The income
            (loss) from discontinued operations was recorded in the consolidated
            statements of operations in accordance  with the  provisions of SFAS
            144.


                                       20
<PAGE>


                        COMMAND INTERNATIONAL CORPORATION
                       (FORMERLY ALGIERS RESOURCES, INC.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2003 AND 2002


NOTE 18  -  SUBSEQUENT EVENT

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

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

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


<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.

March 16, 2005                                  Key Command International Corp.


                                                 By: /s/ Robert Fallah
                                                    ----------------------------
                                                    Robert Fallah
                                                    Chief Executive Officer
                                                    (Principal


            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.


/s/ Robert Fallah           Chief Executive Officer,              March 16, 2005
------------------------    Chief Financial Officer and
Robert Fallah               Director
                           (Principal Executive Officer
                            and Principal Financial Officer)


/s/ Frank Cantatore         Director                              March 16, 2005
------------------------
Frank Cantatore


                                      -15-
<PAGE>


                         KEY COMMAND INTERNATIONAL CORP.

                          ANNUAL REPORT ON FORM 10-KSB
                       FISCAL YEAR ENDED DECEMBER 31, 2003

                                  EXHIBIT INDEX

EXHIBIT     EXHIBIT
NUMBER      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).


<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.