Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | QUANTUM COMPUTING INC. | |
Trading Symbol | QUBT | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 29,156,815 | |
Amendment Flag | false | |
Entity Central Index Key | 0001758009 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56015 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4533053 | |
Entity Address, Address Line One | 215 Depot Court SE | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Leesburg | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20175 | |
City Area Code | (703) | |
Local Phone Number | 436-2121 | |
Title of 12(b) Security | Common Stock, par value $.0001 | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 11,513,369 | $ 16,738,657 |
Accounts Receivable | 25,047 | |
Prepaid expenses | 452,584 | 482,998 |
Loans receivable | 1,258,630 | |
Fixed assets (net of depreciation) | 41,689 | 41,348 |
Other Assets | ||
Lease right of use | 8,657 | 18,084 |
Security Deposits | 3,109 | 3,109 |
Total assets | 13,303,085 | 17,284,196 |
Current liabilities | ||
Accounts payable | 797,005 | 464,870 |
Accrued expenses | 8,140 | 478,505 |
Lease liability | 8,656 | 18,084 |
Dividends payable-preferred | 223,125 | 117,454 |
Loans payable | ||
Other current liabilities | 3,385 | |
Convertible promissory notes | ||
Total liabilities | 1,036,926 | 1,082,298 |
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 29,156,815 and 29,156,815 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2,916 | 2,916 |
Preferred stock, $0.0001 par value, 1,550,000 shares Series A Convertible Preferred authorized; 1,545,459 and 1,545,459 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 154 | 154 |
Additional paid-in capital | 67,609,119 | 67,396,618 |
APIC-Beneficial Conversion Feature in Equity | 4,898,835 | 4,898,835 |
APIC-Stock Based Compensation | 28,282,908 | 25,297,456 |
Subscription Receivable | ||
Accumulated deficit | (88,527,773) | (81,394,081) |
Total stockholders’ equity (deficit) | 12,266,159 | 16,201,898 |
Total liabilities and stockholders’ equity (deficit) | $ 13,303,085 | $ 17,284,196 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 29,156,815 | 29,156,815 |
Common stock, shares outstanding | 29,156,815 | 29,156,815 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,550,000 | 1,550,000 |
Preferred stock, shares issued | 1,545,459 | 1,545,459 |
Preferred stock, shares outstanding | 1,545,459 | 1,545,459 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Total revenue | $ 31,240 | |
Cost of revenue | 11,568 | |
Gross profit | 19,672 | |
Salaries and Benefits | 1,116,228 | 245,512 |
Consulting | 370,881 | 303,470 |
Research & Development | 1,024,587 | 625,445 |
Stock Based Compensation | 3,079,803 | 1,977,170 |
Selling General & Administrative - Other | 1,137,104 | 241,532 |
Operating expenses | 6,728,603 | 3,393,129 |
Loss from Operations | (6,708,931) | (3,393,129) |
Other Income and Expense | ||
Interest Income – Money Market | 10,864 | 1,383 |
Misc. Income – Legal Settlements | ||
Misc. Income – Government Grants | ||
Interest Expense – Promissory Notes | ||
Interest Expense - Beneficial conversion feature | ||
Interest Expense –Warrants | ||
Interest Expense – Derivatives mark to market | ||
Interest Expense – Preferred dividends | (223,125) | |
Interest Expense – Financing expenses | (212,500) | |
Net Other income (expense) | (424,761) | 1,383 |
Federal income tax expense | ||
Net loss | $ (7,133,692) | $ (3,391,746) |
Weighted average shares - basic and diluted (in Shares) | 29,156,815 | 28,730,702 |
Loss per share - basic and diluted (in Dollars per share) | $ (0.24) | $ (0.12) |
Statement of Stockholders_ Defi
Statement of Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Preferred Stock | Total |
Balance at Dec. 31, 2020 | $ 2,797 | $ 68,067,282 | $ (53,495,235) | $ (14,574,844) | |
Balance (in Shares) at Dec. 31, 2020 | 27,966,096 | ||||
Issuance of shares for cash | $ 6 | 79,994 | 80,000 | ||
Issuance of shares for cash (in Shares) | 55,000 | ||||
Issuance of shares for debt conversion | |||||
Issuance of shares for services | $ 70 | 933,259 | 933,329 | ||
Issuance of shares for services (in Shares) | 709,606 | ||||
Beneficial Conversion Feature | |||||
Subscription Receivable | |||||
Derivatives, Warrants, & Preferred OID | |||||
Stock Options | 1,293,833 | 1,293,833 | |||
Stock based compensation | |||||
Net loss | (3,391,746) | (3,391,746) | |||
Balance at Mar. 31, 2021 | $ 2,873 | 70,374,368 | (56,886,981) | 13,490,260 | |
Balance (in Shares) at Mar. 31, 2021 | 28,730,702 | ||||
Balance at Dec. 31, 2021 | $ 2,916 | 97,592,909 | (81,394,081) | $ 154 | 16,201,898 |
Balance (in Shares) at Dec. 31, 2021 | 29,156,815 | 1,545,459 | |||
Issuance of shares for cash | |||||
Issuance of shares for debt conversion | |||||
Issuance of shares for services | |||||
Beneficial Conversion Feature | |||||
Subscription Receivable | |||||
Derivatives, Warrants, & Preferred OID | 212,500 | 212,500 | |||
Stock Options | 2,985,453 | 2,985,453 | |||
Stock based compensation | |||||
Net loss | (7,133,692) | (7,133,692) | |||
Balance at Mar. 31, 2022 | $ 2,916 | $ 100,790,862 | $ (88,527,773) | $ 154 | $ 12,266,159 |
Balance (in Shares) at Mar. 31, 2022 | 29,156,815 | 1,545,459 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,133,692) | $ (3,391,746) |
Adjustments to reconcile net income (loss) to net cash | ||
Accounts Receivable | (25,048) | |
Prepaid Expenses | 30,414 | (250,809) |
Depreciation | 3,042 | 2,016 |
Accounts Payable | 332,135 | (119,744) |
Accrued Expenses | (470,365) | 26,690 |
Derivative Mark to Market | ||
Stock Based Compensation | 2,985,453 | 2,227,162 |
Warrant Expense | ||
Preferred Dividends Payable | 105,671 | |
Lease Liability and other | (21,443) | |
CASH USED IN OPERATING ACTIVITIES | (4,193,833) | (1,506,431) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Fixed Assets – Computer Software and Equipment | (3,383) | (4,043) |
Other Assets – Lease Right to Use | 9,428 | |
Other Assets – Security Deposits | ||
Loan Receivable | (1,250,000) | |
CASH USED IN INVESTING ACTIVITIES | (1,243,955) | (4,043) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance (repayment/conversion) of Convertible Promissory Notes | ||
Proceeds from loans | ||
Preferred OID | 212,500 | |
Proceeds from stock issuance | 80,000 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 212,500 | 80,000 |
Net increase (decrease) in cash | (5,225,288) | (1,430,474) |
Cash, beginning of period | 16,738,657 | 15,196,322 |
Cash, end of period | 11,513,369 | 13,765,848 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH INVESTING ACTIVITIES | ||
Lease Right to Use | 9,428 | |
NON-CASH FINANCING ACTIVITIES | ||
Note payable issued in exchange for a Subscription receivable | ||
Common stock issued for compensation | $ (2,985,453) | $ (2,227,162) |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies: Organization: Quantum Computing Inc., formerly known as Innovative Beverage Group Holdings, Inc. a Delaware corporation (the “Company”) was the surviving entity as the result of a merger between Ticketcart, Inc. and Innovative Beverage Group, Inc., both Nevada corporations. Innovative Beverage Group, Inc. was the surviving entity as the result of a merger between Kat-A-Tonic Distributing, Inc., a Texas corporation and United European Holdings, Ltd., a Nevada Corporation. In 2021 the Company established three wholly owned subsidiaries, Qubitech, Inc., Qubittech Federal, Inc. and Qubittech International, Inc., all of which are Delaware corporations. At this time there are no personnel, assets or liabilities associated with any of the subsidiaries. History Quantum Computing Inc. (“QCI” or the “Company”), was incorporated in the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart’s original business plan involved in the sale of ink-jet cartridges online. Ticketcart offered remanufactured and compatible cartridges for Hewlett-Packard, Epson, Lexmark, and Canon inkjet printers. On July 25, 2007, Ticketcart, Inc. acquired Innovative Beverage Group, Inc. and changed its name to Innovative Beverage Group Holdings, Inc. (“IBGH”) to better reflect its business operations at the time which was beverage distribution and product development. In 2013, IBGH ceased operations. On May 22, 2017, one of IBGH’s shareholders, William Alessi (the “Plaintiff”), filed suit against the Company alleging “(1) fraud; and (2) breach of fiduciary duties of care, loyalty and good faith to the Corporation’s shareholders.” Mr. Alessi’s complaint alleged that the officers and directors of IBGH had abandoned it and allowed the Company’s assets to be wasted, causing injury to the Company and its shareholders. Mr. Alessi sought damages of $30,000 for each claim, plus reimbursement of filing costs of $1,000, and the appointment of a Receiver for the Company. On August 28, 2017, the North Carolina Court, Superior Court Division (the “North Carolina Court”), entered a default judgment for Plaintiff and appointed an exclusive Receiver (the “Receiver”) over the Company. The default judgment provided that Innovative Beverage Group Holdings, Inc. was (i) to issue to the Plaintiff 18,500,000 shares of free-trading stock without registration under Section 3(a)(10) of the Securities Act of 1933, as amended, (ii) issue 100,000,000 shares of stock to Innovative Beverage Group Holdings, Inc.’s treasury, and (iii) that the receivership be terminated upon any change of control, and that any and all claims against Innovative Beverage Group Holdings, Inc. that were not submitted to the Receiver as of September 16, 2017, were disallowed. On October 4, 2017 the Receiver filed Articles of Incorporation in North Carolina for Innovative Beverage Group Holdings, Inc., a wholly-owned subsidiary of the Company, (“IBGH North Carolina”). On October 26, 2017, Innovative Beverage Group, redomiciled to North Carolina. On January 22, 2018, while the Company was in receivership, the Company (acting through the court-appointed receiver in her capacity as CEO and sole Director of the Company) sold 500,000 shares (the “CRG Shares”) of its common stock to Convergent Risk Group (“CRG” or “Convergent Risk”), an entity owned and operated by the Company’s Chief Executive Officer, Robert Liscouski, for $155,000. On February 21, 2018, by written consent of the majority shareholder (Convergent Risk), Mr. Robert Liscouski (the Chief Executive Officer of Convergent Risk) and Mr. Christopher Roberts were elected as members of the Company’s Board of Directors. Mr. Liscouski was simultaneously elected as Chairman of the Board. The majority shareholder also directed the Company to take the necessary action to change its domicile from North Carolina to Delaware and change its name to Quantum Computing Inc. On February 21, 2018 the Company filed Articles of Conversion in North Carolina to convert the Company to a Delaware corporation with the name changed to Quantum Computing Inc. On February 22, 2018 the Company filed a Certificate of Conversion in Delaware to convert to a Delaware corporation with the name changed to Quantum Computing Inc. and re-domiciled to the state of Delaware on February 23, 2018. Nature of Business The Company is a developer of quantum computing software offering ready-to-run software for complex optimization computations. The Company was founded in 2018 by leaders in supercomputing, mathematics, and massively parallel programming to solve the enormous challenge with quantum computing in terms of the high cost and lengthy times required for quantum software development. While much of the market focuses on Quantum Processing Unit (QPU) hardware, QCI’s experts realized that the quantum marketplace and vendors were limiting access to quantum computers due to the complexity of programming them. At the present time, only a very limited number of highly specialized quantum experts are able to use software development toolkits (“SDKs”) to create these critical programs and applications. The Company’s software solution, Qatalyst, enables subject matter experts (SMEs) to run existing software on quantum processing units without the need for specialized programming with SDKs. Significant Accounting Policies: Basis of Presentation: The accompanying audited Balance Sheet as of December 31, 2021, and the unaudited interim financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Our significant accounting policies are summarized in Note 1 to our audited financial statements for the year ended December 31, 2021. In the opinion of management, the accompanying unaudited, financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2022, and the cash flows and results of operations for the three months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results for subsequent periods. The Company’s fiscal year end is December 31. Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S.GAAP”). Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below. Cash and Cash Equivalents The Company maintains its cash, in deposit accounts with high quality financial institutions which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable at their net realizable value. Periodically the Company evaluates its accounts receivable to establish an allowance for doubtful accounts, when deemed necessary, based on the history of past write-offs, collections and current credit conditions. As of March 31, 2022 accounts receivable were considered fully collectible and thus management has not recorded an allowance for doubtful accounts. Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue from time and materials based contracts is recognized as the direct hours worked during the period times the contractual hourly rate, plus direct materials and other direct costs as appropriate, plus negotiated materials handling burdens, if any. Revenue from units-based contracts is recognized as the number of units delivered or performed during the period times the contractual unit price. Revenue from fixed price contracts is recognized as work is performed with estimated profits recorded on a percentage of completion basis. The Company has no cost-plus type contracts at this time. Operating Leases - ASC 842 On January 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842”) which requires the recognition of the right-of-use assets and relating operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, we elected the adoption date of January 1, 2019, which is the date of initial application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated, continues to be reported under ASC Topic 840, Leases (“ASC 840”), which did not require the recognition of operating lease liabilities on the balance sheet, and is therefore not comparative. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. As a result, there is no significant difference in our results of operations presented in our consolidated income statement and consolidated statement of comprehensive income for each period presented. We lease substantially all our office space used to conduct our business. For contracts entered into on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. At inception of a lease, we allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases entered into prior to January 1, 2019 are accounted for under ASC 840 and were not reassessed. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Substantially all our operating leases are comprised of office space leases and as of December 31, 2020 and September 30, 2021 we had no finance leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The Company is currently leasing space in three locations, Leesburg, VA, Minneapolis, MN and Vancouver, BC, and we have recognized right-of-use assets and lease liabilities accordingly. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease. For our real estate and other operating leases, we use our secured incremental borrowing rate. For our finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. |
Federal Income Taxes
Federal Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Federal Income Taxes | Note 2 – Federal Income Taxes: The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes. The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. March 31, 2022 2021 Net operating loss carry-forwards $ 5,763,812 $ 3,209,535 Valuation allowance (5,763,812 ) (3,209,535 ) Net deferred tax assets $ - $ - At March 31, 2022, the Company had net operating loss carry forwards of approximately $5,763,812. The Company experienced a change in control during the 2018, 2019, and 2020 calendar years and therefore no more than an insignificant portion of this net operating allowance will ever be used against future taxable income. FASB Codification ASC 740 requires changes in recognition and measurement for uncertain tax positions. The Company has analyzed its tax positions and concluded that it is not aware of any uncertain tax positions. If this conclusion changes, the Company will assess the impact of any such changes on its financial position and the results of operations. |
Financial Accounting Developmen
Financial Accounting Developments | 3 Months Ended |
Mar. 31, 2022 | |
Financial Accounting Developments [Abstract] | |
Financial Accounting Developments | Note 3 – Financial Accounting Developments: Recently Issued Accounting Pronouncements Except for the changes discussed below, Quantum has consistently applied the accounting policies to all periods presented in these unaudited financial statements. The Company has evaluated all recently implemented accounting standards and concluded that none currently apply to the Company. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment March 31, December 31, Classification 2022 2021 Hardware & Equipment $ 63,099 $ 59,717 Software 0 0 Total cost of property and equipment 63,099 59,717 Accumulated depreciation (21,410 ) (18,369 ) Property and equipment, net $ 41,689 $ 30,956 The Company made Property and Equipment acquisitions of $3,383 during the three months ended March 31, 2022. It is the Company’s policy to capitalize purchases of property and equipment with a cost of $2,500 or more that benefit future periods. The Company depreciates computer equipment over a period of five years and software over a period of three years. Maintenance and repairs are charged to operations when incurred. When property and equipment are sold or otherwise disposed, the asset account and related accumulated depreciation and amortization accounts are relieved, and any gain or loss is included in other income or expense. |
Loans
Loans | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Loans | Note 5 – Loans Paycheck Protection Program Loan In early 2020, an outbreak of the novel strain of coronavirus (COVID-19) emerged globally. In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic, which continues to spread throughout the United States. Subsequently, federal, state and local authorities issued mandates for social distancing and working from home to delay the spread of the coronavirus, resulting in an overall decline in economic activity for several years. Some of the mandates have been lifted, but the ultimate impact of COVID-19 on the Company is not reasonably estimable at this time and the Company has not recorded any reserves relating to potential COVID-19 financial impacts. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S. Small Business Administration (the “SBA”) as a response to the economic uncertainty resulting from COVID-19. Congress amended the CARES Act on December 27, 2020. The CARES Act established the Paycheck Protection Program (the “PPP”) to loan money to small businesses to enable them to continue to meet payroll obligations in the face of business interruptions and loss of revenue due to COVID-19 related restrictions. On May 6, 2020, Quantum Computing Inc. (the “Company”) executed an unsecured promissory note (the “Note”) with BB&T/Truist Bank N.A. to evidence a loan to the Company in the amount of $218,371 under the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S. Small Business Administration (the “SBA”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan exclusively for qualified expenses under the PPP, including payroll costs, mortgage interest, rent and utility costs. The Company applied for forgiveness of the entire PPP Loan balance, and in June 2021 the SBA informed the Company that the full balance of the PPP Loan had been forgiven, along with accrued interest. Upon notification from the SBA that the PPP Loan balance had been forgiven, the Company reclassified the PPP Loan balance to other income. Note Purchase Agreement Loan On February 18, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with QPhoton, Inc. (“QPhoton”), pursuant to which the Company agreed to purchase from QPhoton two unsecured promissory notes (each, a “Note”), each in the principal amount of $1,250,000, subject to the terms and conditions of the Note Purchase Agreement. Also on February 18, 2022, pursuant to the terms of the Note Purchase Agreement, the Company purchased the first Note from QPhoton and loaned the principal amount of $1,250,000 to QPhoton and would automatically be extended by an additional 30 days upon purchase of the second Note pursuant to the terms of the Note Purchase Agreement. The Note Purchase Agreement contains customary representations and warranties by QPhoton and the Company, as well as a “most favored nations” provision for the benefit of the Company. The Notes issued under the Note Purchase Agreement, including the Note issued on February 18, 2022 April 1, 2022, provide that the indebtedness evidenced by the applicable Note bears simple interest at the rate of 6% per annum (or 15% per annum during the occurrence of an event of default, as defined in the Notes), and becomes due and payable in full on the earlier of (i) March 1, 2023, subject to extension by one year at the option of QPhoton, (ii) a change of control (as defined in the Notes) of QPhoton or (iii) an event of default. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Note 6 – Capital Stock: Series A Convertible Preferred Offering From November 10, 2021 through November 17, 2021, the Company conducted a private placement offering (the “Private Placement”) pursuant to securities purchase agreements (the “Purchase Agreements”) with 7 accredited investors (the “Investors”), whereby the Investors purchased from the Company an aggregate of 1,545,459 shares of the Company’s newly created Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) and warrants to purchase 1,545,459 shares of the Company’s common stock for an aggregate purchase price of $8,500,000. The Private Placement was completed and closed to further investment on November 17, 2021. The number of shares of Common Stock issuable upon conversion of any share of Series A Preferred Stock pursuant shall be determined by dividing (x) the Conversion Amount of such share of Series A Preferred Stock by (y) the Conversion Price (the “Conversion Rate”). Conversion Amount means, with respect to each share of Series A Preferred Stock, as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any accrued dividends. “Conversion Price” means, with respect to each share of Series A Preferred Stock, as of any Optional Conversion Date, Mandatory Conversion Date or other date of determination, $5.50, subject to adjustment for stock splits, dividends, recapitalizations and similar corporate events. The Warrants are two-year warrants to purchase shares of the Company’s Common Stock at an exercise price of $7.00 per share, subject to adjustment, and are exercisable at any time on or after the date that is six (6) months following the issuance date. The Warrants provide for cashless exercise in the event the underlying shares of common stock are not registered. In connection with the Purchase Agreement, the Company and the Investors entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement to register the shares of the Company’s Common Stock underlying the Series A Preferred Stock and Warrants within 180 days. Pursuant to the Registration Rights Agreement, the Investors received certain rights, including but not limited to piggyback registration rights, providing that the holder be given notice of any proposed registration of securities by the Company, and requiring that the Company register all or any portion of the registrable securities that the holders request to be registered, in each case, subject to the terms and conditions of the Registration Rights Agreement. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions There were no related party transactions during the period ended March 31, 2022. |
Employee Benefits
Employee Benefits | 3 Months Ended |
Mar. 31, 2022 | |
Defined Benefit Plan [Abstract] | |
Employee Benefits | Note 8 – Employee Benefits: The Company offers a health and welfare benefit plan to current full time employees that provides medical, dental, vision, life and disability benefits. The Company also offers a 401K retirement savings plan to all full-time employees. There are no unpaid liabilities under the Company’s benefit plans, and the Company has no obligation to pay for post-retirement health and medical costs of retired employees. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events: On April 1, 2022, pursuant to the terms of the Note Purchase Agreement, the Company purchased the second Note from QPhoton and loaned the principal amount of $1,250,000 to QPhoton. On April 27, 2022 the Company filed a Resale Form S-3 as required by the Registration Rights Agreement with the Preferred Investors, pursuant to which the Company agreed to file a registration statement to register the shares of the Company’s Common Stock underlying the Series A Preferred Stock and Warrants within 180 days from the Closing of the Preferred investment round. On May 19, 2022, Quantum Computing Inc. (the “Company”), Project Alpha Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Project Alpha Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), QPhoton, Inc., a Delaware corporation (“QPhoton”), and Yuping Huang, the principal stockholder of QPhoton (“Mr. Huang”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company agreed to acquire QPhoton through a series of merger transactions (collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”). Pursuant to the Merger Agreement, immediately following the closing of the Transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub I will merge with and into QPhoton, with QPhoton surviving the merger as a wholly-owned subsidiary of the Company, immediately after which the surviving corporation would merge with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly-owned subsidiary of the Company (the “Surviving Company”). The merger consideration to be paid to the stockholders of QPhoton (the “Merger Consideration”) consists of (i) 5,802,206 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), (ii) 2,377,028 shares of a new series of the Company’s preferred stock, par value $0.0001 per share, to be designated Series B convertible preferred stock (“Series B Preferred Stock”), and (iii) warrants to purchase up to 7,028,337 shares of Common Stock (the “Warrants”). The Company has agreed, following the Closing and QPhoton’s delivery of its required financial statements, to prepare and file with the SEC a proxy statement with respect to a meeting of the stockholders of the Company to be held to seek approval and adoption of (i) the issuance of the shares of Common Stock underlying the Series B Preferred Stock and the Warrants, (ii) the election of three people to the Board of Directors of the Company designated by Mr. Huang (or, if Mr. Huang holds less than a specified number of shares of Common Stock, other key QPhoton stockholders and certain transferees thereof) as contemplated by that certain stockholders agreement to be entered into by the Company, the key QPhoton stockholders and the key Company stockholders and (iii) any other proposals the Company and QPhoton deem necessary or appropriate to effectuate the Transactions (the “Stockholder Approval”). The Company has agreed to use reasonable best efforts to take all actions necessary to obtain a final non-appealable order from the Court of Chancery of the State of Delaware pursuant to Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”) validating and declaring effective in all material respects certain specified corporate acts previously taken by the Company and its predecessor that may have been the subject of a failure of authorization (as defined in Section 204 of the DGCL) and certain subsequent corporate acts (the “Section 205 Order”). If the Company does not obtain the Section 205 Order with respect to matters that require validation under Section 205 of the DGCL within 100 days of the signing of the Merger Agreement, QPhoton may elect to terminate the Merger Agreement; provided, that the Company may, in its sole discretion, extend such date for termination by one or more consecutive one month periods by loaning QPhoton, for each month of extension, $500,000 pursuant to a promissory note to be issued under the Note Purchase Agreement entered into on February 18, 2022 (the “Note Purchase Agreement”), between the Company and QPhoton (which Note Purchase Agreement would be amended and restated to provide for the issuance of any such additional promissory note). The obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of a number of conditions, including but not limited to, the following: (a) The QPhoton stockholder approval will have been obtained; (b) The Certificate of Designation will have been filed and accepted by the Secretary of State of the State of Delaware; (c) The required financial statements will have been prepared by the Company and QPhoton; (d) Mr. Huang will have been appointed as an officer and director of the Company; and (e) The Company will have received the Section 205 Order (or the matters to be addressed thereby will have been otherwise validly ratified or corrected). The Merger Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing, for a number of reasons, including but not limited to, the following: (a) By mutual written consent of the Company and QPhoton; (b) By either the Company or QPhoton, if (i) the Closing shall not have occurred by December 31, 2022 (the “Outside Date”); provided that the Merger Agreement may not be terminated by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Merger Agreement and such breach or violation will have been the principal cause of the failure to consummate the Transactions on or prior to the Outside Date; (c) By the Company if QPhoton has failed to (i) deliver the QPhoton Stockholder Approval within 48 hours after the date of the Merger Agreement, (ii) deliver support agreements from certain of its stockholders within 48 hours after the date of the Merger Agreement or (iii) delivered the Required Financial Statements on or prior to June 30, 2022; and (d) By QPhoton if the Company has failed to deliver the Section 205 Order within 100 days of the date of the Merger Agreement, subject to extension as provided in the Merger Agreement; If the Merger Agreement is terminated, it will become void, and there will be no liability or obligation under the Merger Agreement on the part of any party thereto, except as set forth in the Merger Agreement or in the case of termination subsequent to a willful material breach of the Merger Agreement by a party thereto. There are no other events of a subsequent nature that in management’s opinion are reportable. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization | Organization: Quantum Computing Inc., formerly known as Innovative Beverage Group Holdings, Inc. a Delaware corporation (the “Company”) was the surviving entity as the result of a merger between Ticketcart, Inc. and Innovative Beverage Group, Inc., both Nevada corporations. Innovative Beverage Group, Inc. was the surviving entity as the result of a merger between Kat-A-Tonic Distributing, Inc., a Texas corporation and United European Holdings, Ltd., a Nevada Corporation. In 2021 the Company established three wholly owned subsidiaries, Qubitech, Inc., Qubittech Federal, Inc. and Qubittech International, Inc., all of which are Delaware corporations. At this time there are no personnel, assets or liabilities associated with any of the subsidiaries. |
History | History Quantum Computing Inc. (“QCI” or the “Company”), was incorporated in the State of Nevada on July 25, 2001 as Ticketcart, Inc. Ticketcart’s original business plan involved in the sale of ink-jet cartridges online. Ticketcart offered remanufactured and compatible cartridges for Hewlett-Packard, Epson, Lexmark, and Canon inkjet printers. On July 25, 2007, Ticketcart, Inc. acquired Innovative Beverage Group, Inc. and changed its name to Innovative Beverage Group Holdings, Inc. (“IBGH”) to better reflect its business operations at the time which was beverage distribution and product development. In 2013, IBGH ceased operations. On May 22, 2017, one of IBGH’s shareholders, William Alessi (the “Plaintiff”), filed suit against the Company alleging “(1) fraud; and (2) breach of fiduciary duties of care, loyalty and good faith to the Corporation’s shareholders.” Mr. Alessi’s complaint alleged that the officers and directors of IBGH had abandoned it and allowed the Company’s assets to be wasted, causing injury to the Company and its shareholders. Mr. Alessi sought damages of $30,000 for each claim, plus reimbursement of filing costs of $1,000, and the appointment of a Receiver for the Company. On August 28, 2017, the North Carolina Court, Superior Court Division (the “North Carolina Court”), entered a default judgment for Plaintiff and appointed an exclusive Receiver (the “Receiver”) over the Company. The default judgment provided that Innovative Beverage Group Holdings, Inc. was (i) to issue to the Plaintiff 18,500,000 shares of free-trading stock without registration under Section 3(a)(10) of the Securities Act of 1933, as amended, (ii) issue 100,000,000 shares of stock to Innovative Beverage Group Holdings, Inc.’s treasury, and (iii) that the receivership be terminated upon any change of control, and that any and all claims against Innovative Beverage Group Holdings, Inc. that were not submitted to the Receiver as of September 16, 2017, were disallowed. On October 4, 2017 the Receiver filed Articles of Incorporation in North Carolina for Innovative Beverage Group Holdings, Inc., a wholly-owned subsidiary of the Company, (“IBGH North Carolina”). On October 26, 2017, Innovative Beverage Group, redomiciled to North Carolina. On January 22, 2018, while the Company was in receivership, the Company (acting through the court-appointed receiver in her capacity as CEO and sole Director of the Company) sold 500,000 shares (the “CRG Shares”) of its common stock to Convergent Risk Group (“CRG” or “Convergent Risk”), an entity owned and operated by the Company’s Chief Executive Officer, Robert Liscouski, for $155,000. On February 21, 2018, by written consent of the majority shareholder (Convergent Risk), Mr. Robert Liscouski (the Chief Executive Officer of Convergent Risk) and Mr. Christopher Roberts were elected as members of the Company’s Board of Directors. Mr. Liscouski was simultaneously elected as Chairman of the Board. The majority shareholder also directed the Company to take the necessary action to change its domicile from North Carolina to Delaware and change its name to Quantum Computing Inc. On February 21, 2018 the Company filed Articles of Conversion in North Carolina to convert the Company to a Delaware corporation with the name changed to Quantum Computing Inc. On February 22, 2018 the Company filed a Certificate of Conversion in Delaware to convert to a Delaware corporation with the name changed to Quantum Computing Inc. and re-domiciled to the state of Delaware on February 23, 2018. |
Nature of Business | Nature of Business The Company is a developer of quantum computing software offering ready-to-run software for complex optimization computations. The Company was founded in 2018 by leaders in supercomputing, mathematics, and massively parallel programming to solve the enormous challenge with quantum computing in terms of the high cost and lengthy times required for quantum software development. While much of the market focuses on Quantum Processing Unit (QPU) hardware, QCI’s experts realized that the quantum marketplace and vendors were limiting access to quantum computers due to the complexity of programming them. At the present time, only a very limited number of highly specialized quantum experts are able to use software development toolkits (“SDKs”) to create these critical programs and applications. The Company’s software solution, Qatalyst, enables subject matter experts (SMEs) to run existing software on quantum processing units without the need for specialized programming with SDKs. |
Basis of Presentation | Basis of Presentation: The accompanying audited Balance Sheet as of December 31, 2021, and the unaudited interim financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Our significant accounting policies are summarized in Note 1 to our audited financial statements for the year ended December 31, 2021. In the opinion of management, the accompanying unaudited, financial statements contain all adjustments necessary to present fairly the financial position of the Company as of March 31, 2022, and the cash flows and results of operations for the three months then ended. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results for subsequent periods. The Company’s fiscal year end is December 31. |
Use of Estimates | Use of Estimates: These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S.GAAP”). Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains its cash, in deposit accounts with high quality financial institutions which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company records accounts receivable at their net realizable value. Periodically the Company evaluates its accounts receivable to establish an allowance for doubtful accounts, when deemed necessary, based on the history of past write-offs, collections and current credit conditions. As of March 31, 2022 accounts receivable were considered fully collectible and thus management has not recorded an allowance for doubtful accounts. |
Revenue | Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue from time and materials based contracts is recognized as the direct hours worked during the period times the contractual hourly rate, plus direct materials and other direct costs as appropriate, plus negotiated materials handling burdens, if any. Revenue from units-based contracts is recognized as the number of units delivered or performed during the period times the contractual unit price. Revenue from fixed price contracts is recognized as work is performed with estimated profits recorded on a percentage of completion basis. The Company has no cost-plus type contracts at this time. |
Operating Leases - ASC 842 | Operating Leases - ASC 842 On January 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842”) which requires the recognition of the right-of-use assets and relating operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, we elected the adoption date of January 1, 2019, which is the date of initial application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated, continues to be reported under ASC Topic 840, Leases (“ASC 840”), which did not require the recognition of operating lease liabilities on the balance sheet, and is therefore not comparative. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. As a result, there is no significant difference in our results of operations presented in our consolidated income statement and consolidated statement of comprehensive income for each period presented. We lease substantially all our office space used to conduct our business. For contracts entered into on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. At inception of a lease, we allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases entered into prior to January 1, 2019 are accounted for under ASC 840 and were not reassessed. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. Substantially all our operating leases are comprised of office space leases and as of December 31, 2020 and September 30, 2021 we had no finance leases. For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The Company is currently leasing space in three locations, Leesburg, VA, Minneapolis, MN and Vancouver, BC, and we have recognized right-of-use assets and lease liabilities accordingly. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease. For our real estate and other operating leases, we use our secured incremental borrowing rate. For our finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Lease expense for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost or contributed value. Depreciation of furniture, software and equipment is calculated using the straight-line method over their estimated useful lives, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. |
Net Loss Per Share | Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. |
Federal Income Taxes (Tables)
Federal Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities | March 31, 2022 2021 Net operating loss carry-forwards $ 5,763,812 $ 3,209,535 Valuation allowance (5,763,812 ) (3,209,535 ) Net deferred tax assets $ - $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, Classification 2022 2021 Hardware & Equipment $ 63,099 $ 59,717 Software 0 0 Total cost of property and equipment 63,099 59,717 Accumulated depreciation (21,410 ) (18,369 ) Property and equipment, net $ 41,689 $ 30,956 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | ||
Jan. 22, 2018 | Aug. 28, 2017 | May 22, 2017 | |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Sought damages | $ 30,000 | ||
Reimbursement of filing costs | $ 1,000 | ||
Plaintiff of shares issued | 18,500,000 | ||
Chief Executive Officer [Member] | |||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Common stock shares sold | 500,000 | ||
Amount of common stock shares sold | $ 155,000 | ||
Beverage Group Holdings, Inc. [Member] | |||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Issue shares of stock | 100,000,000 |
Federal Income Taxes (Details)
Federal Income Taxes (Details) | Mar. 31, 2022USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 5,763,812 |
Federal Income Taxes (Details)
Federal Income Taxes (Details) - Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Schedule of differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities [Abstract] | ||
Net operating loss carry-forwards | $ 5,763,812 | $ 3,209,535 |
Valuation allowance | (5,763,812) | (3,209,535) |
Net deferred tax assets |
Property and Equipment (Details
Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Property and Equipment (Details) [Line Items] | |
Property and equipment acquisitions (in Dollars) | $ 3,383 |
Property and equipment cost | $2,500 |
Computer Equipment [Member] | |
Property and Equipment (Details) [Line Items] | |
Estimated life | 5 years |
Software Development [Member] | |
Property and Equipment (Details) [Line Items] | |
Estimated life | 3 years |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 63,099 | $ 59,717 |
Accumulated depreciation | (21,410) | (18,369) |
Property and equipment, net | 41,689 | 30,956 |
Hardware & Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | 63,099 | 59,717 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment | $ 0 | $ 0 |
Loans (Details)
Loans (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Feb. 18, 2022 | May 06, 2020 | |
Loans (Details) [Line Items] | |||
Loan amount | $ 218,371 | ||
Principal amount | $ 1,250,000 | ||
Note purchase agreement, description | The Note Purchase Agreement contains customary representations and warranties by QPhoton and the Company, as well as a “most favored nations” provision for the benefit of the Company. The Notes issued under the Note Purchase Agreement, including the Note issued on February 18, 2022 April 1, 2022, provide that the indebtedness evidenced by the applicable Note bears simple interest at the rate of 6% per annum (or 15% per annum during the occurrence of an event of default, as defined in the Notes), and becomes due and payable in full on the earlier of (i) March 1, 2023, subject to extension by one year at the option of QPhoton, (ii) a change of control (as defined in the Notes) of QPhoton or (iii) an event of default. | ||
Note Purchase Agreement [Member] | |||
Loans (Details) [Line Items] | |||
Principal amount | $ 1,250,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Nov. 17, 2021 | Mar. 31, 2022 |
Capital Stock (Details) [Line Items] | ||
Conversion price per share | $ 5.5 | |
Exercise price per share | $ 7 | |
Series A Preferred Stock [Member] | ||
Capital Stock (Details) [Line Items] | ||
Aggregated of shares (in Shares) | 1,545,459 | |
Convertible preferred stock, par value | $ 0.0001 | |
Purchase warrants (in Shares) | 1,545,459 | |
Aggregate purchase price (in Dollars) | $ 8,500,000 |
Employee Benefits (Details)
Employee Benefits (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plan [Abstract] | |
Employee benefits, description | The Company also offers a 401K retirement savings plan to all full-time employees. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 19, 2022 | Apr. 01, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Subsequent events, description | The merger consideration to be paid to the stockholders of QPhoton (the “Merger Consideration”) consists of (i) 5,802,206 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), (ii) 2,377,028 shares of a new series of the Company’s preferred stock, par value $0.0001 per share, to be designated Series B convertible preferred stock (“Series B Preferred Stock”), and (iii) warrants to purchase up to 7,028,337 shares of Common Stock (the “Warrants”). | |
Promissory note issued | $ 500,000 | |
Note Purchase Agreement [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Principal amount | $ 1,250,000 |