SecProbe.io

September 4, 2014

Via E -mail
Jonathan New
Chief Financial  Officer
Net Element, Inc.
1450 South Miami, Ave.
Miami, F L 33130

Re: Net Element, Inc.
 Post-Effective Amendment No. 4 on Form S -3
Filed August 9, 201 3
Post-Effective Amendment  No. 5  on Form S -3
Filed  August 29 , 201 4
 File No.  333-182076

Dear Mr. New :

Our review of the filing s referenced above has been limited to the matter s addressed in
the following comment s.  In our comment s, 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 .  If you do not believe our comment s apply to your facts and
circumstances 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 th ese comment s, we may have addi tional comments.

Post-Effective Amendment No. 4 on Form S -3

General

1. We note that you filed Post -Effective Amendment No. 4 on Form S -3 using the EDGAR
header tag POS EX and  that filings meeting the eligibility requirements  for the use of that
header tag are effective upon filing.  Please provide us with your analysis supporting your
apparent belief that you were eligible to use the POS EX header tag.  Please advise as to
whether any sales were made under the registration st atement  on or  after May 23, 201 3.
If so, please provide the dates and amounts of shares sold during that period.  If such
sales have been made, please also provide an analysis supporting your conclusion that the
use of the prospectus was consistent with applicable requirements of the Securities Act,
including Section 10(a)(3) as well as the undertaking  included in your registration

Jonathan New
Net Element, Inc.
September 4, 2014
Page 2

 statement that is responsive to  Item 512(a)(1) (i) of Regulation S -K.  In formulating your
response you may wish to refer to Rule 401(g) of Regulation C.

Post-Effective Amendment No. 5 on Form S -3

Exhibit 5.1

2. The fourth paragraph includes an assumption regarding the power and authority of all
persons signing certain documents to execute, deliver and perform under such
documents .  Please file a revised legal opinion that does not contain th is assumption as to
the issuer or explain to us why this assumption is appropriate.  Refer to Section II.B.3.a
of SEC Staff Legal Bulletin No. 19.

We urge all persons who are respons ible for the accuracy and adequacy 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 comment, 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 Commission 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 asse rt 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.

Jonathan New
Net Element, Inc.
September 4, 2014
Page 3

 You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 if you  have any
questions or, in his absence, me at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via E -mail
Joshua A. Schneiderman , Esq.
Snell & Wilmer L.L.P.