Quantum Computing (QUBT) 10-K/A 26 Jun 23 2022 FY Annual report (amended) Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 28, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Quantum Computing Inc.
Trading Symbol	QUBT
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		60,496,062
Entity Public Float			$ 59,860,396.26
Amendment Flag	true
Amendment Description	Quantum Computing Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 2 (this “Second Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 30, 2023 (the “Original Form 10-K”) and as amended by the Amendment No. 1 to the Original Form 10-K filed on April 14, 2023, for the purpose of updating Note 3 to our Consolidated Financial Statements to: (i) clearly indicate that our merger with QPhoton, Inc. in 2022 (the “Merger”) was accounted for as a business combination under FASB Accounting Standards Codification Topic 805; (ii) include a purchase price allocation table in connection with the Merger; (iii) describe how we valued the specific assets and liabilities acquired in the Merger; (iv) describe how we valued the stocks and warrants issued as the merger consideration; (v) explain how we determined the fair values of the intangible assets we acquired and separately identify the amount of goodwill acquired; and (vi) describe our consideration of the disclosure guidance in ASC 805-10-50.Accordingly, this Second Amendment consists only of the facing page, this explanatory note, the Financial Statements and the Notes to the Financial Statements, the signature pages to Form 10-K and the submitted exhibits. The Original Form 10-K and Amendment No.1 thereto are otherwise unchanged. This Second Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1 thereto. Further, this Second Amendment does not reflect any subsequent events occurring after the original filing date of the Original Form 10-K and does not modify or update in any way the disclosures made in the Original Form 10-K or Amendment No. 1 thereto except as described above.
Entity Central Index Key	0001758009
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40615
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
Auditor Firm ID	5041
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 5,308,466	$ 16,738,657
Accounts Receivable	12,774
Prepaid expenses	224,302	482,998
Other current assets	42,105
Subtotal current assets	5,587,647	17,221,655
Fixed assets (net of depreciation)	975,169	41,348
Other Assets
Lease right of use	1,327,746	18,084
Security deposits	60,271	3,109
Intangible Assets-net of amortization	22,223,725
Goodwill	59,125,773
Subtotal Other Assets	82,737,515	21,193
Total assets	89,300,331	17,284,196
Current liabilities
Accounts payable	871,887	464,870
Accrued expenses	3,559,981	478,505
Lease liability	1,357,924	18,084
Dividends payable - preferred	219,844	117,454
Loans payable – short term	535,684
Other current liabilities		3,385
Current liabilities – subtotal	6,545,320	1,082,298
Long term liabilities
Loans payable – long term	7,632,998
Accrued Interest – long term	225,282
Long term liabilities – subtotal	7,858,280
Total liabilities	14,403,600	1,082,298
Stockholders’ equity
Preferred stock, $0.0001 par value, 1,550,000 shares Series A Convertible Preferred authorized; 1,500,004 and 1,545,459 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively;3,079,864 shares of Series B Preferred Stock authorized, 0 and 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	150	154
Common stock, $0.0001 par value, 250,000,000 shares authorized; 55,963,334 and 29,156,815 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	5,596	2,916
Additional paid-in capital	151,163,909	67,396,618
APIC-Beneficial Conversion Feature in Equity	4,898,835	4,898,835
APIC-Stock Based Compensation	38,816,022	25,297,456
Accumulated deficit	(119,987,781)	(81,394,081)
Total stockholders’ equity	74,896,731	16,201,898
Total liabilities and stockholders’ equity	$ 89,300,331	$ 17,284,196

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
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	55,963,334	29,156,815
Common stock, shares outstanding	55,963,334	29,156,815
Series A Convertible Preferred Stock
Statement [Line Items]
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	1,500,004	1,545,459
Preferred stock, shares outstanding	1,500,004	1,545,459
Series B Convertible Preferred Stock
Statement [Line Items]
Preferred stock, shares authorized	3,079,864	3,079,864
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Total revenue	$ 135,648
Cost of revenue	60,934
Gross profit	74,714
Salaries and Benefits	4,326,733	2,488,877
Consulting	1,278,170	1,076,901
Research & Development	4,561,794	2,585,796
Stock Based Compensation	17,761,467	9,401,345
Selling General & Administrative	8,725,892	1,577,174
Operating expenses	36,654,056	17,130,093
Loss from Operations	(36,579,342)	(17,130,093)
Other Income and Expense
Interest Income	46,891	7,378
Misc. Income – Government Grants		218,371
Interest Expense – Promissory Notes	(225,282)
Interest Expense –Warrants		(10,715,799)
Interest Expense – Preferred dividends	(889,219)	(117,454)
Interest Expense – Financing expenses	(946,748)	(161,250)
Net Other income (expense)	(2,014,358)	(10,768,754)
Income tax expense
Net loss	$ (38,593,700)	$ (27,898,847)
Weighted average shares – basic and diluted (in Shares)	55,963,334	29,156,815
Loss per share – basic and diluted (in Dollars per share)	$ (0.69)	$ (0.96)

Consolidated Statement of Ope_2

Consolidated Statement of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Weighted average shares - basic and diluted	55,963,334	29,156,815
Loss per share - basic and diluted	$ (0.69)	$ (0.96)

Consolidated Statement of Stock

Consolidated Statement of Stockholders’ Deficit - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Preferred Stock
Statement [Line Items]
Balances	$ 154	$ 0
Balances (in Shares)	1,545,459	0
Issuance of shares for cash		$ 154
Issuance of shares for cash (in Shares)		1,545,459
Cancellation of shares
Cancellation of shares (in Shares)
Issuance of shares for services
Issuance of shares for services (in Shares)
Conversion of Preferred	$ (4)
Conversion of Preferred (in Shares)	(45,455)
Warrants issued for merger with QPhoton
Warrants
Net loss
Balances	$ 150	$ 154
Balances (in Shares)	1,500,004	1,545,459
Common Stock
Statement [Line Items]
Balances	$ 2,916	$ 2,797
Balances (in Shares)	29,156,815	27,966,096
Issuance of shares for cash		$ 18
Issuance of shares for cash (in Shares)		180,000
Cancellation of shares	$ (1)
Cancellation of shares (in Shares)	(11,444)
Issuance of shares for services	$ 14	$ 101
Issuance of shares for services (in Shares)	135,000	1,010,719
Conversion of Preferred	$ 4
Conversion of Preferred (in Shares)	47,728
Shares issued for merger with QPhoton	$ 2,662
Shares issued for merger with QPhoton (in Shares)	26,615,235
Stock based compensation	$ 2
Stock based compensation (in Shares)	20,000
Balances	$ 5,596	$ 2,916
Balances (in Shares)	55,963,334	29,156,815
Additional Paid in Capital
Statement [Line Items]
Balances	$ 97,592,909	$ 68,067,282
Issuance of shares for cash		8,936,077
Cancellation of shares
Issuance of shares for services	319,936	1,764,022
Conversion of Preferred
Shares issued for merger with QPhoton	68,722,315
Warrants issued for merger with QPhoton	14,358,891
Preferred OID Amortization	318,750
Warrants		10,715,799
Stock Options	13,518,567	8,109,729
Stock based compensation	47,398
Net loss
Balances	194,878,766	97,592,909
Accumulated Deficit
Statement [Line Items]
Balances	(81,394,081)	(53,495,234)
Issuance of shares for cash
Cancellation of shares
Issuance of shares for services
Conversion of Preferred
Shares issued for merger with QPhoton
Warrants issued for merger with QPhoton
Preferred OID Amortization
Warrants
Stock Options
Stock based compensation
Net loss	(38,593,700)	(27,898,847)
Balances	(119,987,781)	(81,394,081)
Balances	16,201,898	14,574,845
Issuance of shares for cash		8,936,249
Cancellation of shares	(1)
Issuance of shares for services	$ 319,950	1,764,123
Issuance of shares for services (in Shares)	7,028,337
Conversion of Preferred
Shares issued for merger with QPhoton	68,724,976
Warrants issued for merger with QPhoton	14,358,891
Preferred OID Amortization	318,750
Warrants		10,715,799
Stock Options	13,518,567	8,109,729
Stock based compensation	47,400
Net loss	(38,593,700)	(27,898,847)
Balances	$ 74,896,731	$ 16,201,898

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Net loss	$ (38,593,700)	$ (27,898,847)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	52,181	8,998
Amortization of intangibles	3,248,495
Stock based compensation	13,885,913	10,203,853
Warrant expense		10,715,799
Accrual of debt discount	132,998
Changes in operating assets and liabilities (net of amounts acquired)
Accounts receivable	(12,774)
Prepaid expenses	274,807	(442,224)
Accounts payable	218,574	98,164
Accrued expenses	3,106,955	487,828
Dividends payable	102,390
Other current liabilities	(3,385)	3,385
Operating lease payments	30,178
CASH USED IN OPERATING ACTIVITIES	(17,557,368)	(6,823,044)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets – Computer Software and Equipment	(869,687)	(19,391)
Other Assets – Security Deposits	40,606	(3,109)
Other Current Assets	(42,105)
Net cash used for QPhoton merger	(1,356,071)
CASH USED IN INVESTING ACTIVITIES	(2,227,257)	(22,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Term Loans	8,035,684
PPP loan forgiveness		(218,371)
Preferred stock conversion	47,723
Preferred stock OID accrual	271,027
Proceeds from stock issuance		8,606,250
CASH PROVIDED BY FINANCING ACTIVITIES	8,354,434	8,387,879
Net increase (decrease) in cash	(11,430,191)	1,542,335
Cash, beginning of period	16,738,657	15,196,322
Cash, end of period	5,308,466	16,738,657
SUPPLEMENTAL DISCLOSURES
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING ACTIVITIES
Lease right to use asset	(1,302,851)	$ (18,084)
NON-CASH FINANCING ACTIVITIES
Common stock, preferred stock and warrants issued in connection with QPhoton, Inc. merger	$ 83,083,867

Nature of the Organization and

Nature of the Organization and Business	12 Months Ended
	Dec. 31, 2022
Nature of the Organization and Business [Abstract]
Nature of the Organization and Business	Note 1 – Nature of the Organization and Business Corporate History Quantum Computing was formed in the State of Nevada on July 25, 2001, under its prior name, Ticketcart, Inc. The Company redomiciled to Delaware on February 22, 2018 and changed its name to Quantum Computing Inc. Effective July 20, 2018, the trading symbol for the Company’s common stock, par value $0.0001, on the OTC Market changed from "IBGH” to “QUBT”. On July 15, 2021 the Company uplisted to The NASDAQ Stock Market. On June 16, 2022, the Company merged with QPhoton, Inc., a developer of quantum photonic systems and related technologies and applications. Nature of Business The Company is a developer of full stack quantum computing systems, including hardware platforms and 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. As a result of the merger with QPhoton, Inc. in June 2022, the Company is now able to offer photonic quantum computing systems and related services.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies: Basis of Presentation and Principles of Consolidation: The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), including ASC 810, Consolidation The Company’s fiscal year end is December 31. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the year ended December 31, 2022, the Company had $135,648 in revenues, a net loss of $38,593,700 and had net cash used in operations of $17,557,368. Additionally, as of December 31, 2022, the Company had a working capital deficit of $957,673 and an accumulated deficit of $119,987,781. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2022 and 2021, there were no 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 on these deposits and believes it is not exposed to significant credit risk on cash. Use of Estimates: These financial statements have been prepared in accordance with accounting principles generally accepted in the United States which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, stockholders equity-based transactions and liquidity assessment .. Actual results may differ from these estimates. Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers 1. Identify the contract 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when performance obligations are satisfied The Company recognized no revenue in 2021 and in 2022 all revenue was derived from contracts to perform professional services. 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. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable principally consists of amounts due from customers for work performed on contracts. 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. During 2022 certain accounts receivable, attributable to a single customer, were determined not to be collectible and management recorded an allowance for doubtful accounts and wrote off the uncollectible receivables against that account. The accounts receivable as of December 31, 2022 are considered fully collectible and thus management has not recorded an allowance for doubtful accounts. 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. 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. 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 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, 2022 and 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 four locations, Arlington, VA, Leesburg, VA, Minneapolis, MN and Hoboken, NJ, 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. Business Combinations We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded withing general and administrative expenses. 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. Maintenance and repairs are charged against expense as incurred. Research and Development Cost s Research and development costs include costs directly attributable to the conduct of research and development programs, including the cost of services provided by outside contractors, acquiring work-in-progress intellectual property, development, and mandatory compliance fees and contractual obligations. All costs associated with research and development are expensed as incurred. Stock Based Compensation The Company has adopted Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Share-Based Payment, Revenue from Contracts with Customers Stock-based compensation expense is recorded for all option grants and awards of non-vested stock and recognized in the financial statements based on the grant date fair value of the awards granted. Stock-based compensation is recognized as expense over the requisite service period, which generally represents the vesting period. The Company calculates the fair value of stock options using the Black-Scholes option-pricing model at grant date. The Company estimates a rate of forfeiture when recording stock option expense. The assumptions and estimates involved in the Black-Scholes model require significant judgement and any changes could have a material impact in the determination of stock-based compensation expense Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common share equivalents outstanding during the period.

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Business Combinations	Note 3 – Business Combinations Merger with QPhoton, Inc. On May 19, 2022, the Company, 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 “Transaction”). On June 16, 2022, all conditions precedent having been met or waived by the Parties, the Company Closed the Transactions with QPhoton. The merger with QPhoton adds to the Company’s portfolio of quantum computing products and enables the Company to offer a wider range of quantum information services. The Company accounted for the Transactions using the acquisition method in accordance with ASC 805, Business Combinations Pursuant to the Merger Agreement, immediately following the closing of the Transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub I (a wholly owned subsidiary of the Company) merged with and into QPhoton, with QPhoton surviving the merger as a wholly-owned subsidiary of the Company, immediately after which the surviving corporation merged with and into Merger Sub II (also a wholly owned subsidiary of the Company), 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”). Each share of Series B Preferred Stock converts into ten (10) shares of the Company’s common stock. The Merger Consideration for stockholders Yuping Huang and Stevens Institute of Technology was issued in 2022 and the remaining Merger Consideration for the other stockholder of QPhoton will be issued upon presentation of certain required documents and surrender of their QPhoton shares. The purchase price was approximately $83.1 million, consisting of Company Common Stock, Series B Preferred Stock and Warrants. The purchase agreement did not include any contingent consideration. Since the Transactions were structured as an exchange of equity securities, the purchase price was calculated based on the fair market value (in this case the NASDAQ closing price) of the total shares of the Company securities paid to the shareholders of the acquired company, QPhoton. The closing Price of Company Common Stock on June 16, 2022 was $2.27. The total shares of Company Common Stock offered for QPhoton was 36,600,823 – which assumes all of the 2,377,028 Series B Convertible Preferred shares are converted to Common Stock at the 10:1 ratio, and that all 7,028,337 warrants to purchase Common Stock are eventually exercised. The warrants were valued using a Black Scholes formula assuming a maturity of five years, a risk-free interest rate of 2.8%, a volatility of 3.54 and an exercise price of $0.00001. That results in a total value for the Transactions of $83,083,868. This amount will be used as the purchase price. Under ASC 805 transaction costs are required to be expensed so legal and accounting fees incurred for the Transactions were not included in the purchase price. The Company estimated the fair value of the acquired tangible and identifiable intangible assets using management estimates to reasonably approximate the economic value of each asset type. No third party was engaged to estimate the fair value of intangible assets or the purchase price. The fair value of the identified intangible assets was based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820, Fair Value Measurement The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed: Purchase price, net of cash acquired $ 81,939,939 Less Prepaid expenses 16,109 Fixed assets at cost 116,315 Security deposits 97,768 Customer relationships 10,000,000 Non-compete agreement with founder 500,000 Website domain name and trademark 1,000,000 Employment agreements 2,250,000 Technology and licensed patents 11,722,220 Accounts payable and other current liabilities (2,888,246 ) Goodwill $ 59,125,773 The purchase price and purchase price allocation for QPhoton was finalized as of September 30, 2022 with no significant changes to preliminary amounts. Based on the final purchase price allocation, the goodwill recognized was $59.1 million, which is not expected to be deductible for income tax purposes. The amount allocated to goodwill and intangible assets reflected the benefits the Company expected to realize from the growth of the acquisition’s operations. Note Purchase Agreement – the Company and QPhoton On February 18, 2022, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with QPhoton, pursuant to which the Company agreed to loan money to QPhoton using 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 loaned the principal amount of $1,250,000 to QPhoton. On April 1, 2022, pursuant to the terms of the Note Purchase Agreement, the Company loaned the principal amount of $1,250,000 to QPhoton, for a total loan under the two Notes of $2,500,000. 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 Notes issued on February 18, 2022 and 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. As a result of the merger, the Note and accrued interest is eliminated through consolidation. However, the two Notes were not forgiven or converted to equity.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	12 Months Ended
	Dec. 31, 2022
Intangible Assets and Goodwill [Abstract]
Intangible Assets and Goodwill	Note 4 – Intangible Assets and Goodwill As a result of the merger with QPhoton, the Company has the following amounts related to intangible assets: Intangible Assets as of: Amortizable Intangible Assets December 31, Amortizable 2022 2021 Life Customer relationships $ 10,000,000 $ - 3 years Non-compete agreement with founder 500,000 - 3 years Website domain name and trademark 1,000,000 - 5 years Employment agreements 2,250,000 - 2 years Technology and licensed patents 11,722,220 - 10 years Less: accumulated amortization (3,248,495 ) - Net intangible assets $ 22,223,725 $ - The aggregate amortization expense of the Company’s intangible assets for the years ended December 31, 2022 and 2021 was $ 3,248,495 and $0, respectively. The Company expects future amortization expense to be the following: Amortization 2023 $ 5,997,222 2024 5,387,847 2025 2,976,389 2026 1,372,222 2027 1,263,889 Thereafter (2028-2032) 5,226,156 Total $ 22,223,725 The Company recorded goodwill resulting from the merger with QPhoton, calculated as the difference between the total purchase price and the value of tangible and intangible assets acquired less the liabilities assumed. The Company recorded goodwill of $59,125,773.38 resulting from the QPhoton merger. The following table provides a summary of the changes in goodwill for the years ended December 31, 2022 and 2021: December 31, 2022 2021 Goodwill, at beginning of year $ - $ - Goodwill additions 59,125,773 - Goodwill deductions or impairment - - Goodwill, at end of year $ 59,125,773 $ - The Company tested the intangible assets and goodwill for impairment as of December 31, 2022 and concluded there was no impairment of intangible assets or goodwill at that time.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Income Taxes	Note 5 – Income Taxes: The Company has made no provision for income taxes because there has been no taxable income. 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. December 31, 2022 2021 Net operating loss carry-forwards $ 9,703,519 $ 4,823,063 Valuation allowance (9,703,519 ) (4,823,063 ) Net deferred tax assets $ - $ - At December 31, 2022, the Company had net operating loss carry forwards of approximately $9,703,519. Net operating loss carryforwards are subject to limitations under Section 382 of the Internal Revenue Code and the Company anticipates that 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	12 Months Ended
	Dec. 31, 2022
Financial Accounting Developments [Abstract]
Financial Accounting Developments	Note 6 – Financial Accounting Developments: Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. The Company has evaluated the recently implemented accounting standards and concluded that none currently apply to the Company.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 7 – Property and Equipment December 31, December 31, Classification 2022 2021 Hardware & Equipment $ 1,026,829 $ 59,717 Software 18,889 0 Total cost of property and equipment 1,045,718 59,717 Accumulated depreciation 70,549 18,369 Property and equipment, net $ 975,169 $ 41,348 The Company acquired $986,002 of Property and Equipment during the twelve months ended December 31, 2022. Of the total amount acquired, $116,315 was acquired through the merger with QPhoton. 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 and laboratory 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	12 Months Ended
	Dec. 31, 2022
Loans [Abstract]
Loans	Note 8 – 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. 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, the Company executed an unsecured promissory note (the “Note”) with BB&T/Truist Bank N.A. to borrow the amount of $218,371 under the PPP 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. Notes Payable – BV Advisory Partners, LLC As part of our business combination with QPhoton in June 2022, we acquired a note payable to BV Advisory Partners, LLC. On March 1, 2021, QPhoton entered into a Note Purchase Agreement with BV Advisory. Under the Note Purchase Agreement, on March 1, 2021, March 23, 2021 and July 9, 2021, QPhoton and BV Advisory, a related party shareholder, entered into convertible promissory notes for $200,592, $150,000, and $150,000, respectively, for a total of $500,592 (the “BV Notes”). The BV Notes all bore interest at a rate of 6% per annum and matured 2 years from the grant date. However, QPhoton only received approximately $375,000 in cash proceeds as $125,041 was paid by BV Advisory directly to The Trustees of the Stevens Institute of Technology (“Stevens Institute”) on behalf of QPhoton, to satisfy QPhoton’s obligations to reimburse costs incurred under the terms of their patent License agreement with the Stevens Institute. On June 16, 2022 the Company tendered a cashier’s check to BV Advisory in the amount of $ 535,68.44 BV Advisory Partners, LLC v. Quantum Computing Inc. Unsecured Promissory Note On September 23, 2022, Quantum Computing Inc. (the “Company”) entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Investor purchased an unsecured promissory note (the “Note” or the “Streeterville Unsecured Note”) in the initial principal amount of $8,250,000. The Note bears interest at 10% per annum. The maturity date of the Note is 18 months from the date of its issuance (the “Maturity Date”). The Note carries an original issue discount of $750,000, which is included in the principal balance of the Note. If the Company elects to prepay the Note prior to the Maturity Date, it must pay to Investor 120% of the portion of the Outstanding Balance the Company elects to prepay. Beginning on the date that is six (6) months after the issuance date of the Note, the Investor has the right to redeem up to $750,000 of the outstanding balance of the Note per month (“Redemption Amount”) by providing written notice to the Company (“Redemption Notice”). Upon receipt of any Redemption Notice, the Company shall pay the applicable Redemption Amount in cash to the Investor within three (3) trading days of the Company’s receipt of such Redemption Notice. No prepayment premium shall be payable in respect of any Redemption Amount. Pursuant to the terms of the NPA, the parties provided customary representations and warranties to each other. Also, until amounts due under the Note are paid in full, the Company agreed, among other things, to: (i) timely make all filings under the Securities Exchange Act of 1934, (ii) ensure the Common Stock continues to be listed on the Nasdaq Capital Market (“Nasdaq”) (iii) ensure trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market, (iv) ensure Company will not make any Restricted Issuance (as defined in the Note) without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion, (v) ensure Company shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company from entering into certain additional transactions with the Investor, and (vi) with the exception for Permitted Liens (as defined in the Note) ensure Company will not pledge or grant a security interest in any of its assets without Investor’s prior written consent, which consent may be granted on withheld in Investor’s sole and absolute discretion. The Note sets forth certain standard events of default (such event, an “Event of Default”) that generally, if uncured within seven (7) trading days, may result in the discretion of the Investor in certain penalties under the terms of the Note. In this regard, upon an Event of Default, Investor may accelerate the Note by written notice to the Company, with the outstanding balance becoming immediately due and payable in cash at the Mandatory Default Amount (as defined in the Note). Additionally, upon written notice given by Investor to the Company, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of fifteen percent (15%) per annum simple interest or the maximum rate permitted under applicable law upon an Event of Default.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2022
Capital Stock [Abstract]
Capital Stock	Note 9 – Capital Stock: On July 13, 2021 the Company entered into a three-month agreement with Axis Partners, Inc., an investor relations firm, pursuant to which the firm received monthly payments of $20,000 and a grant of 15,000 shares of the Company’s common stock. On July 14, 2021 the Company entered into a one-year consulting agreement with a business development professional, pursuant to which the Company issued the consultant 86,113 shares of the Company’s common stock. These shares vested at the rate of 5,000 shares per month over the term of the agreement. Stock issuance pursuant to settlement agreement In May 2021, the Company entered into settlement agreements with two former executives of Innovative Beverage Group Holdings, Inc. (IBGH), Mr. Peter Bianchi and Mr. Jan Bonner (collectively the “IBGH Executives”), pursuant to which the Company received a release from any and all claims or potential claims the IBGH Executives might have had against the Company, in exchange for facilitating the replacement of lost stock certificates in IBGH and the removal of any restrictions on transfer of the shares represented by said certificates. The IBGH Executives each held the equivalent of 91,659 shares of stock in the Company, for a total of 183,318 shares. In addition, the IBGH Executives agreed to a three week Leak Out agreement once the restrictions on their shares were removed. No new shares were issued as a result of the settlement agreements. 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 Series A Preferred Stock ranks senior to the Company’s common stock with respect to the payment of dividends and liquidation rights. Each holder of Series A Preferred Stock is entitled to receive, with respect to each share of Series A Preferred Stock then outstanding and held by such holder, dividends at the rate of ten percent (10%) per annum (the “Preferred Dividends.”) The Company is obligated to pay the Preferred Dividends quarterly, in arrears, within fifteen (15) days of the end of each quarter. The Company has the option to pay the Preferred Dividends in cash or in Company Common Stock, at a price per share of Common Stock equal to the average of the Closing Sale Price of the Common Stock for the five (5) Trading Days preceding the applicable Dividend Payment Date. The Preferred Dividends are accrued monthly, but not compounded, and are recorded as interest expense, because the Preferred Dividends are mandatory and not declared at the discretion of the Board of Directors. 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. 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. The Resale Form S-3 went effective on June 2, 2022. On June 13, 2022, one of the investors in the Series A Convertible Preferred financing round, Falcon Capital Partners, converted 45,455 shares of Series A Convertible Preferred stock into 47,728 shares of the Company’s Common Stock. On October 11, 2022 the Company issued 155,000 shares of common stock to seven employees and consultants in exchange for services rendered.

Stock Based Compensation

Stock Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock Based Compensation	Note 10 – Stock Based Compensation Incentive Plans and Options The Company’s 2019 Equity and Incentive Plan, as amended in 2021 (the “2019 Plan”) enabled the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company up to a total of 3,000,000 shares of common stock. All 3,000,000 shares available for issue under the 2019 Plan have been issued. On July 5, 2022, the Board of Directors adopted the Company’s 2022. Equity and Incentive Plan (the “2022 Plan”) which provides for the issuance of up to 16,000,000 shares of the Company’s common stock. The 2022 Plan was approved by a majority of the shareholders in September 2022. As of December 31, 2022, a total of 5,318,267 shares were issued under the 2022 Plan. The following table presents the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Twelve Months Ended December 31, 2022 2021 Exercise price $ 1.67 – 2.56 $ 5.20 – 12.72 Risk-free interest rate 0.58 – 3.98% 0.04 – 0.08% Expected volatility 336 – 369% 390 – 415% Expected dividend yield 0% 0% Expected life of options (in years) 5.0 5.0 The following table summarizes the Company’s option activity since December 31, 2021: Weighted Weighted Average Average Number Exercise Contractual of Shares Price Term (in years) Outstanding as of December 31, 2021 5,196,640 $ 7.68 2.5 Granted 6,868,267 2.38 Exercised - - Forfeited (2,463,670 ) 3.26 Outstanding as of December 31, 2022 9,601,237 $ 4.02 2.6 Vested as of December 31, 2022 6,684,833 $ 4.22 3.1 The following table summarizes the exercise price range as of December 31, 2022: Exercise Price Outstanding Options Exercisable Options $ 1.00 408,970 329,320 $ 1.45 225,000 225,000 $ 1.67 50,000 - $ 1.95 280,000 263,335 $ 2.37 5,153,267 4,050,000 $ 2.40 1,062,500 418,318 $ 2.56 287,500 - $ 2.61 150,000 72,224 $ 3.58 65,000 43,335 $ 3.98 66,000 44,002 $ 5.69 12,500 12,500 $ 5.70 25,000 8,332 $ 6.11 25,000 8,332 $ 6.49 52,500 17,496 $ 6.60 50,000 16,665 $ 6.70 200,000 66,660 $ 6.85 650,000 383,320 $ 7.00 18,000 5,999 $ 7.55 7,500 7,500 $ 8.85 100,000 33,330 $ 10.00 650,000 650,000 $ 11.51 50,000 16,665 $ 11.65 12,500 12,500 9,601,237 6,684,833 The weighted average grant-date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $2.38 per share and $7.30 per share, respectively. Stock-based compensation The Company recorded stock-based compensation expense related to common stock options and restricted common stock in the following expense categories of its consolidated statements of operations and comprehensive loss: Twelve Months Ended December 31, 2022 2021 Research and development 2,758,465 6,781,898 General and administrative 15,003,002 2,619,447 Total stock-based compensation $ 17,761,467 $ 9,401,345 As of December 31, 2022, total unrecognized compensation cost related to common stock options was $7.6 million, which is expected to be recognized over a period of 2.8 years. Warrants In connection with a restricted stock units offering in June 2020, the Company issued warrants in August 2020 to purchase 171,000 shares of the Company’s common stock, at an exercise price of $2.00. Those warrants are exercisable for five years from the date of issuance. In connection with an offering of Series A Convertible Preferred stock in November 2021, the Company issued warrants to purchase 1,545,459 shares of the Company’s common stock at an exercise price of $7.00. Those warrants are exercisable for two years from the date of issuance. In connection with the QPhoton merger on June 16, 2022, the Company issued warrants to purchase 6,325,503 shares of the Company’s common stock at an exercise price of $0.0001. Those warrants are exercisable when and if stock options and warrants issued and outstanding as of June 15, 2022, are exercised. The following table summarizes the warrants outstanding at December 31, 2022: Issuance Date Expiration Date Exercise Price Issued Exercised Forfeited / Canceled Warrants Outstanding August 18, 2020 August 18, 2025 $ 2.00 171,000 (150,000 ) - 21,000 November 15, 2021 November 15, 2023 $ 7.00 1,545,459 - - 1,545,459 June 16, 2022 May 9, 2027 $ 0.0001 6,325,503 - (1,254,496 ) 5,071,007

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 – Related Party Transactions There were no related party transactions during the twelve-month periods ended December 31, 2022 and December 31, 2021.

Operating Leases

Operating Leases	12 Months Ended
	Dec. 31, 2022
Operating Leases [Abstract]
Operating Leases	Note 12 – Operating Leases: The Company leases space in four different locations, Arlington, VA, Leesburg, VA, Hoboken, NJ and Minneapolis, MN, under lease agreements which expire at various dates through September 30, 2027. The Company’s leases do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease assets and liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The table below reconciles the undiscounted future minimum lease payments under these operating leases to the total operating lease liabilities recognized on the consolidate balance sheet as of December 31, 2022: Year Lease Payments Due 2023 $ 341,952 2024 $ 332,762 2025 $ 341,081 2026 $ 349,608 2027 $ 267,092 Less: imputed Interest $ (380,239 ) Present Value of operating lease liabilities $ 1,252,254 Other information related to operating lease liabilities consists of the following: Year Ended December 31, 2022 2021 Cash paid for operating lease liabilities $ 125,238 $ 26,519 Weighted average remaining lease term in years 4.7 0.8 Weighted average discount rate 10 % 10 %

License Agreement _ Stevens Ins

License Agreement – Stevens Institute of Technology	12 Months Ended
	Dec. 31, 2022
License Agreement – Stevens Institute of Technology [Abstract]
License Agreement – Stevens Institute of Technology	Note 13 – License Agreement – Stevens Institute of Technology Effective December 17 th During the term of the agreement and prior to any commercialization or sublicensing of the technology by the Company, the Company shall be required to submit annual reports to the Stevens Institute reporting on all research, development, and efforts toward commercialization and/or sublicensing made during the year. Once any commercialization and/or sublicensing has been initiated, the Company shall deliver quarterly reports to the Stevens Institute reporting on the revenue received by the Company, all sublicenses derived from the sale of licensed products, and the net sales price associated with each transaction. The Company will be responsible for reimbursing Stevens for any costs associated with the prosecution and maintenance of the licensed patents and licensed patent applications moving forward. Consideration for the agreement As consideration for the license and other rights granted under the agreement, QPhoton agreed to pay the following: (i) $35,000 within 30 days of execution of the agreement, (ii) $28,000 within 30 days of each annual anniversary of the effective date, (iii) equity in the Company equivalent to nine percent of the membership units of the Company within 30 days of the execution of the agreement, and (iv) royalties of 3.5% of the Net Sales Price of each licensed product sold or licensed by the company during the quarter then-ended, for which it also received payment, concurrent with the delivery of the relevant quarterly report. As of December 31, 2022 the Company has not yet begun to commercialize or sublicense any of the licensed technology and therefore does not owe the Stevens Institute any royalties.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 14 – Subsequent Events: On January 17, 2023, the Company received a subcontract award from SSAI in the amount of $95,000 to support NASA to test quantum photonic sensing solutions for monitoring climate change. Under the subcontract, QCI will test an existing LiDAR system designed to remotely measure the physical properties of different types of snowpacks, including the density, particle size and depth. The period of performance of the subcontract runs through May 31, 2021. Upon successful completion of this testing, if approved by NASA, QCI may proceed with airborne testing with the ultimate goal to position the QCI LiDAR units on satellites to create a network for monitoring snow levels globally. On January 20, 2023 the Company issued 750,000 shares of common stock to Draper, Inc. and 750,000 shares of common stock to Carriage House Capital, Inc. as compensation for services rendered in support of the QPhoton merger. From January 19 through March 28, 2023, the Company sold 3,021,632 shares of common stock through its At The Market (ATM) facility, managed by Ascendiant Capital, at an average price of $2.17. The Company received gross proceeds of $6,551,456 and paid a fee of three percent (3%) to Ascendiant Capital. On February 6, 2023, the Company announced the launch of a new subsidiary, QI Solutions, Inc., to deliver quantum products and services to the government and defense markets. Strategically headquartered in Arizona, the new initiative will be headed by Sean Gabeler, a 30-year Special Operations officer and highly decorated multi war combat veteran with a proven applied technology expertise in adapting commercial technology to government solutions. On February 9, 2023, one of the investors in the Series A Convertible Preferred financing round, Greenfield Children, LLC, converted 10,000 shares of Series A Convertible Preferred stock plus accrued dividends into 11,096 shares of the Company’s Common Stock. On February 14, 2023, the Company commenced its cyber security product launch as international patents were awarded in Europe and China on the technology for addressing unconditional network security, including a method for quantum authentication. The US patent for this technology is currently pending. This breakthrough patent fills a critical security breach vulnerability by offering a way to effectively protect information in a zero-trust environment and thereby safeguarding the entire network at all points of slippage. 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)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation: The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), including ASC 810, Consolidation The Company’s fiscal year end is December 31. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern for a period of one year from the issuance of these financial statements. For the year ended December 31, 2022, the Company had $135,648 in revenues, a net loss of $38,593,700 and had net cash used in operations of $17,557,368. Additionally, as of December 31, 2022, the Company had a working capital deficit of $957,673 and an accumulated deficit of $119,987,781. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of the issuance of these financial statements. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications and ultimately achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional equity investments or achieve an adequate sales level.
Cash and Cash Equivalents	Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2022 and 2021, there were no 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 on these deposits and believes it is not exposed to significant credit risk on cash.
Use of Estimates	Use of Estimates: These financial statements have been prepared in accordance with accounting principles generally accepted in the United States which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the determination of reserves for accounts receivable, stockholders equity-based transactions and liquidity assessment .. Actual results may differ from these estimates.
Revenue	Revenue The Company recognizes revenue in accordance with ASC 606 – Revenue from Contracts with Customers 1. Identify the contract 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognize revenue when performance obligations are satisfied The Company recognized no revenue in 2021 and in 2022 all revenue was derived from contracts to perform professional services. 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.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable principally consists of amounts due from customers for work performed on contracts. 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. During 2022 certain accounts receivable, attributable to a single customer, were determined not to be collectible and management recorded an allowance for doubtful accounts and wrote off the uncollectible receivables against that account. The accounts receivable as of December 31, 2022 are considered fully collectible and thus management has not recorded an allowance for doubtful accounts.
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. 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. 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 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, 2022 and 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 four locations, Arlington, VA, Leesburg, VA, Minneapolis, MN and Hoboken, NJ, 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.
Business Combinations	Business Combinations We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded withing general and administrative expenses.
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. Maintenance and repairs are charged against expense as incurred.
Research and Development Costs	Research and Development Cost s Research and development costs include costs directly attributable to the conduct of research and development programs, including the cost of services provided by outside contractors, acquiring work-in-progress intellectual property, development, and mandatory compliance fees and contractual obligations. All costs associated with research and development are expensed as incurred.
Stock Based Compensation	Stock Based Compensation The Company has adopted Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Share-Based Payment, Revenue from Contracts with Customers Stock-based compensation expense is recorded for all option grants and awards of non-vested stock and recognized in the financial statements based on the grant date fair value of the awards granted. Stock-based compensation is recognized as expense over the requisite service period, which generally represents the vesting period. The Company calculates the fair value of stock options using the Black-Scholes option-pricing model at grant date. The Company estimates a rate of forfeiture when recording stock option expense. The assumptions and estimates involved in the Black-Scholes model require significant judgement and any changes could have a material impact in the determination of stock-based compensation expense
Net Loss Per Share	Net Loss Per Share: Net loss per share is based on the weighted average number of common shares and common share equivalents outstanding during the period.

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Schedule of fair values of assets acquired and liabilities assumed	Purchase price, net of cash acquired $ 81,939,939 Less Prepaid expenses 16,109 Fixed assets at cost 116,315 Security deposits 97,768 Customer relationships 10,000,000 Non-compete agreement with founder 500,000 Website domain name and trademark 1,000,000 Employment agreements 2,250,000 Technology and licensed patents 11,722,220 Accounts payable and other current liabilities (2,888,246 ) Goodwill $ 59,125,773

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets and Goodwill [Abstract]
Schedule of amounts related to intangible	Intangible Assets as of: Amortizable Intangible Assets December 31, Amortizable 2022 2021 Life Customer relationships $ 10,000,000 $ - 3 years Non-compete agreement with founder 500,000 - 3 years Website domain name and trademark 1,000,000 - 5 years Employment agreements 2,250,000 - 2 years Technology and licensed patents 11,722,220 - 10 years Less: accumulated amortization (3,248,495 ) - Net intangible assets $ 22,223,725 $ -
Schedule of aggregate amortization expense	Amortization 2023 $ 5,997,222 2024 5,387,847 2025 2,976,389 2026 1,372,222 2027 1,263,889 Thereafter (2028-2032) 5,226,156 Total $ 22,223,725
Schedule of the changes in goodwill	December 31, 2022 2021 Goodwill, at beginning of year $ - $ - Goodwill additions 59,125,773 - Goodwill deductions or impairment - - Goodwill, at end of year $ 59,125,773 $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Schedule of tax basis of existing assets and liabilities	December 31, 2022 2021 Net operating loss carry-forwards $ 9,703,519 $ 4,823,063 Valuation allowance (9,703,519 ) (4,823,063 ) Net deferred tax assets $ - $ -

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	December 31, December 31, Classification 2022 2021 Hardware & Equipment $ 1,026,829 $ 59,717 Software 18,889 0 Total cost of property and equipment 1,045,718 59,717 Accumulated depreciation 70,549 18,369 Property and equipment, net $ 975,169 $ 41,348

Stock Based Compensation (Table

Stock Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of grant-date fair value of stock options granted	Twelve Months Ended December 31, 2022 2021 Exercise price $ 1.67 – 2.56 $ 5.20 – 12.72 Risk-free interest rate 0.58 – 3.98% 0.04 – 0.08% Expected volatility 336 – 369% 390 – 415% Expected dividend yield 0% 0% Expected life of options (in years) 5.0 5.0
Schedule of option activity	Weighted Weighted Average Average Number Exercise Contractual of Shares Price Term (in years) Outstanding as of December 31, 2021 5,196,640 $ 7.68 2.5 Granted 6,868,267 2.38 Exercised - - Forfeited (2,463,670 ) 3.26 Outstanding as of December 31, 2022 9,601,237 $ 4.02 2.6 Vested as of December 31, 2022 6,684,833 $ 4.22 3.1
Schedule of exercise price range	Exercise Price Outstanding Options Exercisable Options $ 1.00 408,970 329,320 $ 1.45 225,000 225,000 $ 1.67 50,000 - $ 1.95 280,000 263,335 $ 2.37 5,153,267 4,050,000 $ 2.40 1,062,500 418,318 $ 2.56 287,500 - $ 2.61 150,000 72,224 $ 3.58 65,000 43,335 $ 3.98 66,000 44,002 $ 5.69 12,500 12,500 $ 5.70 25,000 8,332 $ 6.11 25,000 8,332 $ 6.49 52,500 17,496 $ 6.60 50,000 16,665 $ 6.70 200,000 66,660 $ 6.85 650,000 383,320 $ 7.00 18,000 5,999 $ 7.55 7,500 7,500 $ 8.85 100,000 33,330 $ 10.00 650,000 650,000 $ 11.51 50,000 16,665 $ 11.65 12,500 12,500 9,601,237 6,684,833
Schedule of statements of operations and comprehensive loss	Twelve Months Ended December 31, 2022 2021 Research and development 2,758,465 6,781,898 General and administrative 15,003,002 2,619,447 Total stock-based compensation $ 17,761,467 $ 9,401,345
Schedule of warrants outstanding	Issuance Date Expiration Date Exercise Price Issued Exercised Forfeited / Canceled Warrants Outstanding August 18, 2020 August 18, 2025 $ 2.00 171,000 (150,000 ) - 21,000 November 15, 2021 November 15, 2023 $ 7.00 1,545,459 - - 1,545,459 June 16, 2022 May 9, 2027 $ 0.0001 6,325,503 - (1,254,496 ) 5,071,007

Operating Leases (Tables)

Operating Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Operating Leases [Abstract]
Schedule of undiscounted future minimum lease payments under these operating lease	Year Lease Payments Due 2023 $ 341,952 2024 $ 332,762 2025 $ 341,081 2026 $ 349,608 2027 $ 267,092 Less: imputed Interest $ (380,239 ) Present Value of operating lease liabilities $ 1,252,254
Schedule of other information related to operating lease liabilities	Year Ended December 31, 2022 2021 Cash paid for operating lease liabilities $ 125,238 $ 26,519 Weighted average remaining lease term in years 4.7 0.8 Weighted average discount rate 10 % 10 %

Nature of the Organization an_2

Nature of the Organization and Business (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Jul. 20, 2018
Accounting Policies [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001

Significant Accounting Polici_2

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Revenues	$ 135,648
Net loss	38,593,700
Net cash used in operations	17,557,368
Working capital deficit	957,673
Accumulated deficit	$ 119,987,781

Business Combinations (Details)

Business Combinations (Details) - USD ($)			12 Months Ended
	Apr. 01, 2022	Feb. 18, 2022	Dec. 31, 2022	Sep. 30, 2022	Jul. 05, 2022	Jun. 16, 2022	Jul. 14, 2021	Jul. 13, 2021
Business Combinations (Details) [Line Items]
Converted shares			5,802,206		16,000,000		86,113	15,000
Common stock, par value (in Dollars per share)			$ 0.0001
Preferred stock shares issued			2,377,028
Shares of common stock			7,028,337
Purchase price (in Dollars per share)			$ 83,100,000
Closing price of common stock (in Dollars per share)						$ 2.27
Extension year			5 years
Interest rate	15%	6%	2.80%
Volatility			3.54%
Transaction amount (in Dollars)			$ 83,083,868
Contract duration			3 years
Purchase price (in Dollars per share)				$ 59,100,000
Promissory notes (in Dollars)		$ 1,250,000
Principal balance (in Dollars)	$ 1,250,000	$ 1,250,000
Loans assumed (in Dollars)	$ 2,500,000
Warrant [Member]
Business Combinations (Details) [Line Items]
Shares of common stock			7,028,337
Series B Convertible Preferred Shares [Member]
Business Combinations (Details) [Line Items]
Converted shares			10
Preferred stock shares issued			2,377,028
Common stock, shares issued			36,600,823
Preferred stock, par value (in Dollars)			$ 0.00001
Merger with QPhoton, Inc. [Member] | Series B Convertible Preferred Shares [Member]
Business Combinations (Details) [Line Items]
Preferred stock par value (in Dollars per share)			$ 0.0001

Business Combinations (Detail_2

Business Combinations (Details) - Schedule of fair values of assets acquired and liabilities assumed	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of fair values of assets acquired and liabilities assumed [Abstract]
Purchase price, net of cash acquired	$ 81,939,939
Less
Prepaid expenses	16,109
Fixed assets at cost	116,315
Security deposits	97,768
Customer relationships	10,000,000
Non-compete agreement with founder	500,000
Website domain name and trademark	1,000,000
Employment agreements	2,250,000
Technology and licensed patents	11,722,220
Accounts payable and other current liabilities	(2,888,246)
Goodwill	$ 59,125,773

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets and Goodwill [Abstract]
Amortization of intangible assets	$ 3,248,495	$ 0
Goodwill	$ 59,125,773.38

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill (Details) - Schedule of amounts related to intangible - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization		$ (3,248,495)
Net intangible assets		22,223,725
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets		10,000,000
Amortizable Life	3 years
Non-compete agreement with founder [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets		500,000
Amortizable Life	3 years
Website domain name and trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets		1,000,000
Amortizable Life	5 years
Employment agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets		2,250,000
Amortizable Life	2 years
Technology and licensed patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible Assets		$ 11,722,220
Amortizable Life	10 years

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill (Details) - Schedule of aggregate amortization expense - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of aggregate amortization expense [Abstract]
2023	$ 5,997,222
2024	5,387,847
2025	2,976,389
2026	1,372,222
2027	1,263,889
Thereafter (2028-2032)	5,226,156
Total	$ 22,223,725

Intangible Assets and Goodwil_5

Intangible Assets and Goodwill (Details) - Schedule of the changes in goodwill - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of the changes in goodwill [Abstract]
Goodwill, at beginning of year
Goodwill additions	59,125,773
Goodwill deductions or impairment
Goodwill, at end of year	$ 59,125,773

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 9,703,519

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of tax basis of existing assets and liabilities - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Tax Basis Of Existing Assets And Liabilities Abstract
Net operating loss carry-forwards	$ 9,703,519	$ 4,823,063
Valuation allowance	(9,703,519)	(4,823,063)
Net deferred tax assets

Property and Equipment (Details

Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Property and Equipment (Details) [Line Items]
Property and equipment acquisitions	$ 986,002
Total amount acquired	116,315
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 ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 1,045,718	$ 59,717
Accumulated depreciation	70,549	18,369
Property and equipment, net	975,169	41,348
Hardware & Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	1,026,829	59,717
Software [Member]
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 18,889	$ 0

Loans (Details)

Loans (Details) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 01, 2021	Sep. 23, 2022	Dec. 31, 2022	Jun. 16, 2022	May 06, 2020
Receivables [Abstract]
Loan amount					$ 218,371
Note purchase agreement, description	Under the Note Purchase Agreement, on March 1, 2021, March 23, 2021 and July 9, 2021, QPhoton and BV Advisory, a related party shareholder, entered into convertible promissory notes for $200,592, $150,000, and $150,000, respectively, for a total of $500,592 (the “BV Notes”). The BV Notes all bore interest at a rate of 6% per annum and matured 2 years from the grant date. However, QPhoton only received approximately $375,000 in cash proceeds as $125,041 was paid by BV Advisory directly to The Trustees of the Stevens Institute of Technology (“Stevens Institute”) on behalf of QPhoton, to satisfy QPhoton’s obligations to reimburse costs incurred under the terms of their patent License agreement with the Stevens Institute.	pursuant to which the Investor purchased an unsecured promissory note (the “Note” or the “Streeterville Unsecured Note”) in the initial principal amount of $8,250,000. The Note bears interest at 10% per annum. The maturity date of the Note is 18 months from the date of its issuance (the “Maturity Date”). The Note carries an original issue discount of $750,000, which is included in the principal balance of the Note. If the Company elects to prepay the Note prior to the Maturity Date, it must pay to Investor 120% of the portion of the Outstanding Balance the Company elects to prepay.
Principal balance				$ 53,568.44
Redemption amount			$ 750,000
Interest rate of lesser			15%

Capital Stock (Details)

Capital Stock (Details) - USD ($)					1 Months Ended			12 Months Ended
	Jun. 13, 2022	Nov. 17, 2021	Jul. 14, 2021	May 31, 2021	Jun. 16, 2022	Nov. 30, 2021	Aug. 30, 2020	Dec. 31, 2022	Jul. 05, 2022	Jul. 13, 2021
Capital Stock (Details) [Line Items]
Payment received (in Dollars)										$ 20,000
Common stock issued			86,113					5,802,206	16,000,000	15,000
Vested shares			5,000
Shares of stock				91,659
Shares of stock issued				183,318
Convertible preferred stock, par value (in Dollars per share)		$ 0.0001
Purchase warrants					6,325,503	1,545,459	171,000
Percent rate								10%
Conversion price per share (in Dollars per share)								$ 5.5
Exercise price per share (in Dollars per share)								$ 7
Conversion of stock, description	one of the investors in the Series A Convertible Preferred financing round, Falcon Capital Partners, converted 45,455 shares of Series A Convertible Preferred stock into 47,728 shares of the Company’s Common Stock.
Merger agreement, description								On October 11, 2022 the Company issued 155,000 shares of common stock to seven employees and consultants in exchange for services rendered.
Series A Convertible Preferred Stock [Member]
Capital Stock (Details) [Line Items]
Aggregated of shares		1,545,459
Purchase warrants		1,545,459
Aggregate purchase price (in Dollars)		$ 8,500,000

Stock Based Compensation (Detai

Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			12 Months Ended
	Jun. 16, 2022	Nov. 30, 2021	Aug. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Jul. 05, 2022	Jul. 14, 2021	Jul. 13, 2021
Stock Based Compensation (Details) [Line Items]
Shares of common stock				5,802,206		16,000,000	86,113	15,000
Shares available for issue				3,000,000
Fair value of stock options granted (in Dollars per share)				$ 2.38	$ 7.3
Common stock options (in Dollars)				$ 7.6
Recognized over a period				2 years 9 months 18 days
Issued warrants shares	6,325,503	1,545,459	171,000
Exercise price per share (in Dollars per share)	$ 0.0001	$ 7	$ 2
2019 [Member]
Stock Based Compensation (Details) [Line Items]
Shares of common stock				3,000,000
Options 2022 [Member]
Stock Based Compensation (Details) [Line Items]
Shares of common stock				5,318,267

Stock Based Compensation (Det_2

Stock Based Compensation (Details) - Schedule of grant-date fair value of stock options granted - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock Based Compensation (Details) - Schedule of grant-date fair value of stock options granted [Line Items]
Expected dividend yield	0%	0%
Expected life of options (in years)	5 years	5 years
Minimum [Member]
Stock Based Compensation (Details) - Schedule of grant-date fair value of stock options granted [Line Items]
Exercise price (in Dollars per share)	$ 1.67	$ 5.2
Risk-free interest rate	0.58%	0.04%
Expected volatility	336%	390%
Maximum [Member]
Stock Based Compensation (Details) - Schedule of grant-date fair value of stock options granted [Line Items]
Exercise price (in Dollars per share)	$ 2.56	$ 12.72
Risk-free interest rate	3.98%	0.08%
Expected volatility	369%	415%

Stock Based Compensation (Det_3

Stock Based Compensation (Details) - Schedule of option activity	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Schedule Of Option Activity Abstract
Weighted Average Number of Shares, Outstanding Beginning	5,196,640
Weighted Average Exercise Price, Outstanding Beginning (in Dollars per share) | $ / shares	$ 7.68
Contractual Term, Outstanding Beginning	2 years 6 months
Weighted Average Number of Shares, Granted	6,868,267
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares	$ 2.38
Weighted Average Number of Shares, Exercised
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares
Weighted Average Number of Shares, Forfeited	(2,463,670)
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares	$ 3.26
Weighted Average Number of Shares, Outstanding Ending	9,601,237
Weighted Average Exercise Price, Outstanding Ending (in Dollars per share) | $ / shares	$ 4.02
Contractual Term, Outstanding Ending	2 years 7 months 6 days
Weighted Average Number of Shares, Vested	6,684,833
Weighted Average Exercise Price, Vested (in Dollars) | $	$ 4.22
Contractual Term, Vested	3 years 1 month 6 days

Stock Based Compensation (Det_4

Stock Based Compensation (Details) - Schedule of exercise price range	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Options (in Shares) | shares	9,601,237
Exercisable Options	$ 6,684,833
Exercise Price 1.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1
Outstanding Options (in Shares) | shares	408,970
Exercisable Options	$ 329,320
Exercise Price 1.45 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.45
Outstanding Options (in Shares) | shares	225,000
Exercisable Options	$ 225,000
Exercise Price 1.67 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.67
Outstanding Options (in Shares) | shares	50,000
Exercise Price 1.95 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 1.95
Outstanding Options (in Shares) | shares	280,000
Exercisable Options	$ 263,335
Exercise Price 2.37 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 2.37
Outstanding Options (in Shares) | shares	5,153,267
Exercisable Options	$ 4,050,000
Exercise Price 2.40 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 2.4
Outstanding Options (in Shares) | shares	1,062,500
Exercisable Options	$ 418,318
Exercise Price 2.56 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 2.56
Outstanding Options (in Shares) | shares	287,500
Exercise Price 2.61 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 2.61
Outstanding Options (in Shares) | shares	150,000
Exercisable Options	$ 72,224
Exercise Price 3.58 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 3.58
Outstanding Options (in Shares) | shares	65,000
Exercisable Options	$ 43,335
Exercise Price 3.98 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 3.98
Outstanding Options (in Shares) | shares	66,000
Exercisable Options	$ 44,002
Exercise Price 5.69 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 5.69
Outstanding Options (in Shares) | shares	12,500
Exercisable Options	$ 12,500
Exercise Price 5.70 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 5.7
Outstanding Options (in Shares) | shares	25,000
Exercisable Options	$ 8,332
Exercise Price 6.11 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 6.11
Outstanding Options (in Shares) | shares	25,000
Exercisable Options	$ 8,332
Exercise Price 6.49 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 6.49
Outstanding Options (in Shares) | shares	52,500
Exercisable Options	$ 17,496
Exercise Price 6.60 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 6.6
Outstanding Options (in Shares) | shares	50,000
Exercisable Options	$ 16,665
Exercise Price 6.70 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 6.7
Outstanding Options (in Shares) | shares	200,000
Exercisable Options	$ 66,660
Exercise Price 6.85 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 6.85
Outstanding Options (in Shares) | shares	650,000
Exercisable Options	$ 383,320
Exercise Price 7.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 7
Outstanding Options (in Shares) | shares	18,000
Exercisable Options	$ 5,999
Exercise Price 7.55 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 7.55
Outstanding Options (in Shares) | shares	7,500
Exercisable Options	$ 7,500
Exercise Price 8.85 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 8.85
Outstanding Options (in Shares) | shares	100,000
Exercisable Options	$ 33,330
Exercise Price 10.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 10
Outstanding Options (in Shares) | shares	650,000
Exercisable Options	$ 650,000
Exercise Price 11.51 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 11.51
Outstanding Options (in Shares) | shares	50,000
Exercisable Options	$ 16,665
Exercise Price 11.65 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 11.65
Outstanding Options (in Shares) | shares	12,500
Exercisable Options	$ 12,500

Stock Based Compensation (Det_5

Stock Based Compensation (Details) - Schedule of statements of operations and comprehensive loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Statements Of Operations And Comprehensive Loss Abstract
Research and development	$ 2,758,465	$ 6,781,898
General and administrative	15,003,002	2,619,447
Total stock-based compensation	$ 17,761,467	$ 9,401,345

Stock Based Compensation (Det_6

Stock Based Compensation (Details) - Schedule of warrants outstanding	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Exercise Price 2.00 [Member]
Class of Warrant or Right [Line Items]
Issuance Date	Aug. 18, 2020
Expiration Date	Aug. 18, 2025
Exercise Price (in Dollars per share) | $ / shares	$ 2
Issued	171,000
Exercised	(150,000)
Forfeited / Canceled
Warrants Outstanding	21,000
Exercise Price 7.00 [Member]
Class of Warrant or Right [Line Items]
Issuance Date	Nov. 15, 2021
Expiration Date	Nov. 15, 2023
Exercise Price (in Dollars per share) | $ / shares	$ 7
Issued	1,545,459
Exercised
Forfeited / Canceled
Warrants Outstanding	1,545,459
Exercise Price 0.0001 [Member]
Class of Warrant or Right [Line Items]
Issuance Date	Jun. 16, 2022
Expiration Date	May 09, 2027
Exercise Price (in Dollars per share) | $ / shares	$ 0.0001
Issued	6,325,503
Exercised
Forfeited / Canceled	(1,254,496)
Warrants Outstanding	5,071,007

Operating Leases (Details) - Sc

Operating Leases (Details) - Schedule of undiscounted future minimum lease payments under these operating lease	Dec. 31, 2022 USD ($)
Schdule of Undiscounted Future Minimum Lease Payments Under these Operating Lease [Abstract]
2023	$ 341,952
2024	332,762
2025	341,081
2026	349,608
2027	267,092
Less: imputed Interest	(380,239)
Present Value of operating lease liabilities	$ 1,252,254

Operating Leases (Details) - _2

Operating Leases (Details) - Schedule of other information related to operating lease liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Other Information Related To Operating Lease Liabilities Abstract
Cash paid for operating lease liabilities	$ 125,238	$ 26,519
Weighted average remaining lease term in years	4 years 8 months 12 days	9 months 18 days
Weighted average discount rate	10%	10%

License Agreement _ Stevens I_2

License Agreement – Stevens Institute of Technology (Details)	12 Months Ended
	Dec. 31, 2022
License Agreement – Stevens Institute of Technology [Abstract]
Consideration agreement, description	As consideration for the license and other rights granted under the agreement, QPhoton agreed to pay the following: (i) $35,000 within 30 days of execution of the agreement, (ii) $28,000 within 30 days of each annual anniversary of the effective date, (iii) equity in the Company equivalent to nine percent of the membership units of the Company within 30 days of the execution of the agreement, and (iv) royalties of 3.5% of the Net Sales Price of each licensed product sold or licensed by the company during the quarter then-ended, for which it also received payment, concurrent with the delivery of the relevant quarterly report.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				2 Months Ended	12 Months Ended
	Feb. 09, 2023	Feb. 06, 2023	Jan. 17, 2023	Mar. 27, 2023	Dec. 31, 2022	Jan. 20, 2023
Subsequent Events (Details) [Line Items]
Fee paid percentage				3%
Term of special operations					3 years
Conversion of stock, shares converted	10,000
Dividend shares	11,096
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Subcontract award from SSAI (in Dollars)			$ 95,000
Term of special operations		30 years
Forecast [Member]
Subsequent Events (Details) [Line Items]
Market of shares				3,021,632
Average price per share (in Dollars per share)				$ 2.17
Gross proceeds (in Dollars)				$ 6,551,456
Draper, Inc. [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued						750,000
Carriage House Capital, Inc. [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued						750,000