SecProbe.io

Mail Stop 4561

October 16, 2015

Jonathan New
Chief Financial Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

 Re: Net Element, Inc.
 Preliminary Proxy Statement on Schedule 14C
 Filed October 8, 2015
 File No. 001-34887

Dear Mr. New :

We have reviewed the above -referenced filing, and have 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 filing, by providing the requested
information, or by advising us when you will provide the requested response.  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 filing and the information you provide in
response to th ese comment s, we may have additional comments.

Proposal 1  – Approval of an amendment to the Company’s amended and restated certificate of
incorporation to effectuate the reverse stock split, page 5

1. We note your disclosure that the number of shares available for future issuance will
increase as a result of the reverse stock split.  In your response letter, p lease tell us
whether you presently have any plans, proposals or arrangements to issue any of the
newly available authorized shares of common sto ck for any purpose, including future
acquisitions and/or financings.  If you do not, please revise your disclosure to state  that
you have no plans, proposals, or arrangements, written or otherwise, at this time to issue
any of the newly available authorize d shares of common stock.

2. To facilitate understanding, please disclose in tabular format the number of shares of
common stock currently authorized, issued and outstanding, reserved for issuance, and
authorized but unissued, and the number of shares in tho se same categories after giving

Jonathan New
Net Element, Inc.
October 1 6, 2015
Page 2

 effect to the reverse stock split  at representative  intervals within the specified range.
Please also include the percentage of the authorized shares of common stock available for
issuance both before and after the reverse stock split.

Proposal 2 – Approval of the Issuance of Common Stock to Certain Directors and Officers of the
Company Pursuant to the Letter Agreement, Including Upon Exercise of Certain Options, page
12

3. Please substantially revise this proposal to includ e a plain language description of the
material terms of your agreement with officers and directors of your company to issue
restricted common stock and options to purchase restricted common stock.  In revising
your disclosure, to the extent possible, pleas e eliminate legal jargon, multiple
parenthetical phrases and embedded lists, which make the disclosure unnecessarily dense
and difficult to understand.  In addition, please clarify the consequences to the company
with respect to the issuance of the restric ted shares and options should you fail to obtain
shareholder approval of this proposal.  In this regard, please specifically clarify the
relationship between a vote against this proposal and adjustments to the purchase price
for the shares.

We urge all pe rsons 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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its man agement 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.

 In responding to our comments , please provide a written statement from the company
acknowle dging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing;  and

 the company may not assert staff comments 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.
October 1 6, 2015
Page 3

If you have questions or comments p lease contact Jeff Kauten , Staff Attorney, at (202)
551-3447, or in h is absence, the undersigned at (202) 551 -3457.

        Sincerely,

        /s/ Matthew Crispino for

        Maryse Mills -Apenteng
        Special Counsel
        Office of Information  Technologies
and Services

cc: Serge V. Pavluk , Esq.
Snell & Wilmer  L.L.P.

Jonathan New
Net Element, Inc.
October 1 6, 2015
Page 4