SecProbe.io

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Mail Stop 0407

      							May 5, 2005

Via U.S. Mail and Fax (801-222-9555)
Mr. Michael K Openshaw
Chief Financial Officer
Q Comm International, Inc.
501 East Technology Ave
Building C
Orem, Utah 84097

	RE:	Q Comm International, Inc.
		Form 10-KSB for the fiscal year ended December 31, 2004
		File No. 001-31718

Dear Mr. Openshaw:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

General

1. We note from the company`s Forms 10-KSB for the years ended
December 31, 2003, and December 31, 2004, that your revenues
exceeded
the limit for small business issuers for two consecutive years.
See
Item 10(a)(1) and (a)(2)(iii) of Regulation S-B.  As you are no
longer a small business issuer, please confirm in your response
letter your understanding that the company is no longer eligible
to
use the small business forms, beginning with the first quarterly
report in fiscal year 2005.

Item 6. Management`s Discussion and Analysis or Plan of Operations

Sources of Revenue, page 16

2. We note that you sell terminals under the service bureau
arrangements.  Provide us with more details of these arrangements,
your accounting for them and your basis in the accounting
literature.

Critical Accounting Policies and Estimates

		Revenue Recognition, page 19

3. We note that under the broker model you record transactions on
a
gross basis.  We further note your statement that "carriers
determine
prices for their products and we do not control the frequency or
the
quantity of sales" and "some provide us with product on
consignment."
Please tell us the factors you considered in making the
determination
that reporting on a gross basis is appropriate.  Provide a
detailed
analysis of EITF 99-19 including your assessment of each of the
indicators of gross reporting and each of the indicators of net
reporting.

Consolidated Statements of Operations and Comprehensive Loss, page
27

4. Since the captions "cost of goods sold" and "gross profit"
exclude
depreciation and amortization for property and equipment and
capitalized software development costs directly attributed to the
generation of revenue, we believe that this presentation
inappropriately reports a figure for income before depreciation
and
amortization.  As required by SAB 11:B, revise your presentation
to
either reclassify the applicable depreciation and amortization to
"cost of goods sold" or remove the caption "gross profit" and
indicate the amount of applicable depreciation and amortization
that
is excluded from "cost of sales."  Please revise this presentation
accordingly throughout your document.

Consolidated Statements of Cash Flows, page 29

5. We note your inclusion of "proceeds from capital leases" in
cash
flows from financing activities.  This item appears to be a non-
cash
investing and financing activity.  Please revise your statement to
comply with paragraph 32 of SFAS 95.

Item 8A - Controls and Procedures, page 40

6. We note that you have not disclosed whether your principal
executive officer and principal financial officer evaluated your
disclosure controls and procedures or whether they concluded that
those disclosure controls and procedures were effective.  Please
revise to state clearly whether or not your principal executive
officer and principal financial officer evaluated your disclosure
controls and procedures as required by Rule 13a-15(b) and, if so,
whether or not they concluded that your disclosure controls and
procedures were effective, as required by Item 307 of Regulation
S-B.

7. If your principal executive officer and principal financial
officer determined that your disclosure controls and procedures
were
effective, please revise to explain the basis for their
conclusion,
in view of the material weaknesses in your internal control over
financial reporting that your auditor identified.

8. We note your disclosure that "There has been no change in our
internal control over financial reporting during the fourth
quarter
ended December 31, 2004 that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting."  This seems inconsistent with your
disclosure
of material weaknesses and the remedial measures you are taking to
improve your internal control over financial reporting.  Please
revise as appropriate to clarify whether you had changes in your
internal control over financial reporting that require disclosure
under Item 308(c) of Regulation S-B.  For example, disclose when
the
material weaknesses in your internal control over financial
reporting
were identified and communicated to management and your audit
committee and when you began remedial actions.  If known, disclose
when you expect your remedial actions to resolve the material
weaknesses.

*    *    *    *

      As appropriate, please amend your Forms 10-KSB and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Michael Henderson, Staff Accountant, at
(202)
551-3364 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Michael K Openshaw
Q Comm International, Inc.
May 5, 2005
Page 4

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

         DIVISION OF
CORPORATION FINANCE

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