SecProbe.io

April 9, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form 10-12(g)
Filed March 25, 2019
File No. 000-56015
Dear Mr. Liscouski:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10
Business
Our Company, page 1
1.Please revise to provide the estimated costs needed to perform each step you still need to
perform to bring your prospective software to market.
History, page 1
2.You disclose that William Alessi filed a law suit against your predecessor, Innovative
Beverage Group Holdings, Inc., and received a default judgment.  Please revise to provide
a description of the claims asserted in the complaint and the remedies and damages
sought.

 FirstName LastNameRobert Liscouski
 Comapany NameQuantum Computing Inc.
 April 9, 2019 Page 2
 FirstName LastName
Robert Liscouski
Quantum Computing Inc.
April 9, 2019
Page 2
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page 35
3.We note your Report of Independent Registered Public Accounting Firm for the audit of
December 31, 2018 financial statements has been signed by BF Borgers CPA PC who has
served as your auditor beginning in 2019.  However, you disclose that there have been no
changes in accountants.  Please revise the disclosures to comply with Item 304 of
Regulation S-K and provide an exhibit 16 letter required by Item 601 of Regulation S-K.
Financial Statements and Exhibits
Statement of Stockholders’ Deficit, page F-6
4.The balance of accumulated deficit as of December 31, 2018 presented on the Statement
of Stockholders’ Deficit does not agree with the accumulated deficit as of December 31,
2018 presented on the Balance Sheet.  Please revise.
Financial Statements and Supplementary Data
Note 8 – Capital Stock, page F-14
5.We note that you recognized stock based compensation expense of $24.1 million in
connection with grants of stock to key personnel.  We also note that two of the key
management employees resigned from the Company and returned all of their stock grants
for a total of 4,000,000 shares.  Please clarify why the repurchase of the stock award
grants do not result in a reversal of your stock based compensation cost.  Consider
whether your repurchase rights are effectively forfeiture provisions.  Additionally, please
tell us how you determined the appropriate fair value used to measure the compensation
cost.  We refer you to ASC 718-10-35-3(b) and 718-20-35-7.
            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael Foland,
Attorney-Advisor, at (202) 551-6711 or Edwin Kim, Attorney-Advisor, at (202) 551-3297 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Chris Roberts