Exhibit 31.2





SPENDSMART NETWORKS, INC.


CERTIFICATION
OF


PRINCIPAL
FINANCIAL OFFICER


PURSUANT
TO SECTION 302


OF
THE SARBANES-OXLEY ACT OF 2002


I,
Brett Schnell, certify that:


1.
 I
have reviewed this amendment to the Annual Report on Form 10-K of
SpendSmart Networks, Inc.;


2.
 Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;


3.
 Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant issuer as of, and for, the periods
presented in this report;


4.
 The
registrant issuer’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant issuer and have:


(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;


(b)
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;


(c)
Evaluated the effectiveness of the registrant issuer’s
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and


(d)
Disclosed in this report any change in the registrant
issuer’s internal control over financial reporting that
occurred during the registrant issuer’s most recent fiscal
quarter (the registrant issuer’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant
issuer’s internal control over financial reporting;
and


5.
 The
registrant issuer’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant issuer’s auditors
and the audit committee of the registrant issuer’s board of
directors (or persons performing the equivalent
functions):


(a)
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant issuer’s
ability to record, process, summarize and report financial
information; and


(b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant
issuer’s internal control over financial
reporting.





Date:
November 22, 2016

/s/ Brett SchnellBrett SchnellChief
Financial Officer (Principal Financial Officer and Principal
Accounting Officer)