Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Explanatory Note

The SpendSmart Payments Company (the “Company”) is filing this Amendment No. 1 to Form 8-K (this “Amendment”) to amend its Current Report on Form 8-K filed on October 16, 2013 (the “Form 8-K”) with the Securities and Exchange Commission (the “Commission”).  The purpose of this Amendment is to file an Amended and Restated Asset Purchase Agreement which supersedes the Asset Purchase Agreement that was originally filed with the Form 8-K.

On December 18, 2013, the Company, through its wholly owned subsidiary The SpendSmart Payments Company, a California corporation (the “Subsidiary”), entered into an Amended and Restated Asset Purchase Agreement (the “Asset Purchase Agreement”) with Intellectual Capital Management, Inc., d/b/a SMS Masterminds (“SMS”) a Nevada corporation, whereby, upon the completion of certain closing conditions, the Company will purchase substantially all of the assets of SMS. On December 18, 2013, the Company, the Subsidiary and Alex Minicucci, the Chief Executive Officer of SMS, entered into a Goodwill Purchase Agreement (the “Goodwill Purchase Agreement”) whereby upon the completion of certain closing conditions, the Company will purchase substantially all of the goodwill owned by Mr. Minicucci relating to SMS.

Pursuant to the terms and conditions set forth in the Asset Purchase Agreement, the Company will purchase the assets described therein. In addition to standard and customary closing deliverables, as further set forth in the Asset Purchase Agreement, as a condition to the closing of the Agreement: (i) the Company will enter into an employment agreement with Alex Minicucci, currently the President and Chief Executive Officer of SMS; (ii) the Company will enter into an employment agreement with Luke Wallace, currently the Vice President of Operations of SMS; (iii) the Company will complete an equity financing; and (iv) the Company shall have completed its due diligence of the assets and business of SMS, to its sole satisfaction.

Pursuant to the Goodwill Purchase Agreement, the Company will purchase the goodwill for such consideration as described therein. The Goodwill Purchase Agreement contains standard and customary closing deliverables and conditions.

The summary of the Asset Purchase Agreement and Goodwill Agreement described above are qualified in their entirety by reference to the Amended and Restated Asset Purchase Agreement and the Goodwill Purchase Agreement which are filed as Exhibit 10.1 and 10.2 respectively to this Current Report on Form 8-K.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.