SecProbe.io

January 25, 2013

Via E -Mail
Francesco Piovanetti
Chief Executive Officer
Net Element International , Inc.
1450 South Miami Ave.
Miami, Florida 33130

Re: Net Element International, Inc.
 Post-Effective A mendment No. 1 on Form S -3 to Form  S-4
Filed  January 22, 2013
 File No.  333-182076

Dear Mr. Piovanetti :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or d o not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You seek to register offers and sales of the common stock upon the exercise of warrants
that were issued in a private placement.  Please provide us with your analysis of why
registration of the issuance transactions regarding those shares is consistent with
applicable legal requirements, given that the offering of the shares underlying these
warrants commenced as an unregistered offering.  Please address Section 5(c) of the
Securities Act of 1933.

2. You seek to add offers and sales of 4.34 million warrants and u nderlying shares to this
post-effective amendment.  Please provide your analysis as to how you may register these
transactions in securities for the first time by means of a post -effective amendment.
Specifically address Rule 413 of the Securities Act of 1933 in your analysis.

Francesco Piovanetti
Net Element International, Inc.
January 25, 2013
Page 2

 Information Incorporated by Reference, page 21

3. You have not incorporated by reference all of the documents required by Item 12 of Form
S-3.  Please revise to do so.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Comm ission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and  accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Allicia Lam at (202) 551 -3316  or me at (202) 551 -3462  with any
questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief -Legal

cc:  William N. Haddad, Esq.
       Reed Smith LLP