SecProbe.io

May 21, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Amendment No. 2 to Registration Statement on Form 10-12(g)
Filed May 10, 2019
File No. 000-56015
Dear Mr. Liscouski:
            We have reviewed your amended 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.  Unless we note otherwise, our references to prior
comments are to comments in our April 30, 2019 letter.
Amendment no. 2 to Registration Statement on Form 10
Financial Statements and Exhibits, page F-1
1.As you prepare your amended document, please continue to be aware of the requirements
set forth in Rule 8- 08 of Regulation S-X regarding the age of the financial statements
included in your filing.  Please update your financial statements as needed to ensure the
requirements are met as of the anticipated date of automatic effectiveness of the
registration statement.

 FirstName LastNameRobert Liscouski
 Comapany NameQuantum Computing Inc.
 May 21, 2019 Page 2
 FirstName LastName
Robert Liscouski
Quantum Computing Inc.
May 21, 2019
Page 2
Notes to the Audited Financial Statements
Note 8 – Capital Stock, page F-14
2.You disclose the requisite service period is the three year period starting with the first date
of employment.  However, you determined that the full amount of the fair market value of
the shares should be recognized as compensation expense as of the date of the grant since
the awards immediately vest.  Please note that since the awards includes a feature to
repurchase the awards for no consideration if the employee terminates employment before
the completion of the service period, the substance of this feature would represent a
substantive service condition (i.e., vesting is over the three year period).  We refer you to
ASC 718-10-25-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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 C. 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