UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

The SpendSmart Payments Company

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92905P107

(CUSIP Number)

Isaac Blech
75 Rockefeller Plaza, 29^th Floor

New York, NY 10019

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

March 19, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Liberty Charitable Remainder Trust FBO Isaac Blech UAD 01/09/87

(a) [_]

(b) [_]

OO

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

333,333

0

333,333

2.1%

OO

*(SEE INSTRUCTIONS)

River Charitable Remainder Unitrust f/b/o Isaac Blech

(a) [_]

(b) [_]

OO

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

333,333

0

333,333

2.1%

OO

*(SEE INSTRUCTIONS)

West Charitable Remainder Unitrust

(a) [_]

(b) [_]

OO

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

500,000

0

500,000

3.2%

OO

*(SEE INSTRUCTIONS)

Isaac Blech

(a) [_]

(b) [_]

PF

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

1,191,482

1,166,666

1,191,482

2,358,148

14.3%

IN

*(SEE INSTRUCTIONS)

Item 1.                                Security and Issuer.

This statement on Schedule 13D/A relates to the shares of common stock, par value $0.001 per share (the “Common Stock”) of The SpendSmart Payments Company, a Colorado corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The principal executive offices of the Issuer are located at 2680 Berkshire Parkway, Suite 130, Des Moines, Iowa 50325.

Item 3.                                Source and Amount of Funds or Other Consideration.

Item 3 hereby is supplemented as follows:

On March 19, 2014, the Issuer entered into a stock option agreement (the “Stock Option Agreement”), pursuant to which it issued a stock option to Isaac Blech to purchase up to an aggregate of 500,000 shares of Common Stock at a purchase price of $0.87 per share. Fifty percent of the options are currently exercisable, and the remaining options vest on the first anniversary of the date of grant. On the same date, the Issuer also granted an additional stock option to Mr. Blech to purchase up to an aggregate of 45,000 shares of Common Stock at a purchase price of $0.87 per share. These options were vested upon issuance.

Item 5.                                 Interest in Securities of the Issuer.

Item 5 hereby is supplemented as follows:

The Liberty Trust has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 333,333 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 333,333 shares of Common Stock.

The River Trust has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 333,333 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 333,333 shares of Common Stock.

The West Trust has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 500,000 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 500,000 shares of Common Stock.

As of April 28, 2014, Mr. Blech beneficially owns 2,358,148 shares of Common Stock, representing approximately 14.3% of the shares of Common Stock outstanding, based upon the Total Shares Outstanding. Such beneficial ownership excludes 1,739,352 shares of Common Stock issuable upon the exercise of the Warrants owned by Mr. Blech, the Liberty Trust, the River Trust and the West Trust, as more fully described herein. Mr. Blech disclaims beneficial ownership of the Common Stock owned by the Liberty Trust, the River Trust and the West Trust, except to the extent of his pecuniary interest therein.

Mr. Blech has the sole power to vote or direct the vote of 1,191,482 shares of Common Stock; has the shared power to vote or direct the vote of 1,166,666 shares of Common Stock; has sole power to dispose or direct the disposition of 1,191,482 shares of Common Stock; and has shared power to dispose or direct the disposition of 1,166,666 shares of Common Stock.

Item 6.                                Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Reference is made to Item 3 herein and hereby is incorporated by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 28, 2014

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit 1

Joint Filing Statement
Pursuant to Section 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on this Schedule 13D/A is filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: April 28, 2014