November 20, 2019

Christopher Nelson
President and General Counsel
Q2Earth Inc.
20 Royal Palm Way, Suite 100
Palm Beach, FL 33480

       Re: Q2Earth Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed November 5, 2019
           File No. 000-55148

Dear Mr. Nelson:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A

Proposal 2: Approval of Reverse Stock Split of the Company's Common Stock, page
6

1.    We note your disclosure on page 8 indicating that the "reverse split is
not intended as, and
      will not have the effect of, a 'going private transaction' covered by
Rule 13e-3" and that
      following the split you will continue to be subject to the periodic
reporting requirements
      of the Securities Exchange Act of 1934. Please tell us whether the
proposed reverse stock
      split could make you eligible to terminate the registration of your
common stock under
      Section 12(g) of the Exchange Act pursuant to Rule 12g-4(a)(1). In your
response, please
      focus on the number of holders of record as defined in Rule 12g5-1 of the
Exchange
      Act. As applicable, please tell us how you intend to comply with the
requirements of Rule
      13e-3 of the Exchange Act.
2.    Please revise to indicate whether stockholders' authorization to the
board of directors to
      effect the reverse split is limited in terms of duration. As applicable,
please revise to
      discuss risks associated with an extended authorization.
 Christopher Nelson
Q2Earth Inc.
November 20, 2019
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Joseph McCann at (202) 551-6262 or Christine Westbrook at
(202)
551-5019 with any questions.



                                                          Sincerely,
FirstName LastNameChristopher Nelson
                                                          Division of
Corporation Finance
Comapany NameQ2Earth Inc.
                                                          Office of Life
Sciences
November 20, 2019 Page 2
cc:       Joel Mayersohn, Esq.
FirstName LastName