Exhibit 31.2

 

**CERTIFICATION PURSUANT TO**

**18 USC, SECTION 1350,**

**AS ADOPTED PURSUANT TO**

**SECTION 302 OF THE SARBANES OXLEY ACTOF 2002**

 

I, Paul Dickman, certify that:

 

1.       I have reviewedthis annual report on Form 10-K/A of Medicine Man Technologies, 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 in order to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered 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 thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’sother certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

 

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

 

b.       Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;

 

c.       Evaluatedthe effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based upon such evaluation;and

 

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

 

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

 

a.       Allsignificant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;and

 

b.       Anyfraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.