SecProbe.io

Mail Stop 4561

August 4, 2016

Oleg Firer
Chief Executive Officer
Net Element, Inc.
3363 NE 163rd St., Suite 705
North Miami Beach, Florida 33160

Re:  Net Element, Inc.
Registration Statement on Form S-1
Filed July 20, 2016
File No. 333-212591

Dear Mr. Firer :

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.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, 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. We note that you are registering a si gnificant number of your outstanding shares (not held
by affiliates) for resale pursuant to an equity line financing.  Given the size of this
offering, it appears that this may be a primary offering that can proceed on an “at the
market” basis under Rule 4 15(a)(4) only if the company is eligible to conduct a primary
offering on Form S -3.  Please advise regarding your basis for determining that the equity
line financing transaction is appropriately characterized as a transaction that is eligible to
be made pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933.   For guidance, refer
to Questions 139.12 through 139.24 of the Securities Act Sections Compliance and
Disclosure Interpretations.  Alternatively, please amend your registration statement to
regis ter no greater than one -third of your public float, excluding shares beneficially
owned by your affiliates.

Oleg Firer
Net Element, Inc.
August 4, 2016
Page 2

 Cover Page

2. Please revise the cover page to include disclosure regarding concurrent offerings and
disclose the total number of shares that are be ing concurrently offered.   Provide the file
numbers and the number of shares available under them.

Plan of Distribution, page 15

3. Because ESOUSA Holdings, LLC is an underwriter of the proposed offering, it may not
rely on Rule 144 to sell its shares.  Please revise to remove references to ESOUSA
Holdings, LLC being able to rely on Rule 144.

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 Sec urities 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 ma de.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursu ant 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 e ffective, 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 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 respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securitie s specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Oleg Firer
Net Element, Inc.
August 4, 2016
Page 3

 You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his ab sence, me at
(202) 551 -3453 , with any questions.  If you require further assistance, please contact Barbara C.
Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

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