SecProbe.io

March 8, 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.
 Registration Statement on Form S -3
Filed February 12, 2013
 File No . 333-186621

Dear Mr. Piovanetti:

We have limited our review of your registration statement to those issues we have
addressed in our 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
circums tances or do 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. It appears that material relationships exist between you and your selling security holders.
We note in particular, the relationships your significant shareholder, Cazador Sub
Holdings, has with Arco Group LLC and ACM Investments LLC, and Mr. Kelley ’s role
as a director.  Given these relationships, please provide us with your analysis as to how
you determined that this offering is not a primary offering.  Please see Securities Act
Rules Compliance and Disclosure Interpretation 612.09.

2. It appears tha t you seek to register offers and sales of the common stock by current
holders of the warrants and holders who acquired the warrants outside of registered
transactions.  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.   It appears that the second bullet -point on the cover page should indicate that

Francesco Piovanetti
Net Element International, Inc.
March 8, 2013
Page 2

 the registered issuance of the shares is limited to warrant holders who acquire their
warrants in registered resale transaction after the effective date of the offering.

3. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

Selling Securityholders, page 15

4. Please revise to disclose all material relationships you have had with your selling security
holders within the past three years as required by Item 507 of Regulation S -K.  Please
also revise to nam e the natural persons who have or share voting or investment power
over the shares owned by Arco Group LLC and ACM Investments LLC.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 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, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy 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 refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respectiv e responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any ame ndment prior to the requested effective date of the
registration statement.

Francesco Piovanetti
Net Element International, Inc.
March 8, 2013
Page 3

 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 (by e -mail):  William N. Haddad, Esq.
 Reed Smith LLP