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CORRESP
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David Schubauer, Esq.

Tel 305-350-7208

Fax 305-351-2272

dschubauer@bilzin.com

October 28, 2013

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Edwin Kim, Attorney-Advisor

  Maryse Mills-Apenteng, Special Counsel

 Re: Net Element International, Inc.

Preliminary Merger Proxy Statement on Schedule 14A

Filed September 27, 2013

File No. 001-34887

Ladies and Gentlemen:

This letter responds
to the comment of the reviewing Staff of the Securities and Exchange Commission (the "Commission"), relating to
the above-referenced Preliminary Merger Proxy Statement on Schedule 14A (the "Filing") of Net Element International,
Inc. (the "Company"), as discussed with Edwin Kim on October 25, 2013 and today, October 28, 2013. The Staff requested
that the Company revise its disclosures under the heading that begins, "Proposal 8, Approval of the Issuance, Including for
the Purposes of NASDAQ …," in order to clarify what consulting services are expected to be provided by K1 Holding under
the proposed consulting services agreement.

Attached hereto as
Exhibit A ("Exhibit A") is a draft of the proposed revisions to the Filing in response to the foregoing comment.
Exhibit A is in redlining format to show changes compared to the proposed revised disclosures that were attached as Exhibit A to
the letter of correspondence that was submitted to the Commission on October 17, 2013 in response to the Staff's comment letter
dated October 10, 2013.

In addition, the Company
revised its disclosures in the first paragraph under "Background of the K1 Issuance" to reflect that K1 Holding has delivered
to the Company its written agreement that T1T Lab is liable under the K1 Note and the Company is no longer liable under the K1
Note. The Company will file a copy of that written agreement with the Commission as an exhibit to the Company's quarterly report
on Form 10-Q for the quarterly period ended September 30, 2013.

Division of Corporation Finance

U.S. Securities and Exchange Commission

October 28, 2013

Page 2 of 2

We trust that the foregoing
appropriately addresses the issues raised by the Staff. Thank you in advance for your prompt review and assistance.

    Very truly yours,

    /s/ David Schubauer

    David Schubauer, Esq.

 cc: Oleg Firer, Chief Executive Officer (via electronic mail)

Jonathan New, Chief Financial Officer (via
electronic mail)

Steven Wolberg, Chief Legal Officer (via
electronic mail)

Exhibit A

PROPOSAL 8

APPROVAL OF THE ISSUANCE, INCLUDING FOR
PURPOSES OF NASDAQ LISTING RULE 5635, OF UP TO 4% OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK AS OF THE DATE OF ISSUANCE
OF SUCH SHARES TO K 1 HOLDING LIMITED

As
described further below, the Company is negotiating a letter agreement (the "K1 Agreement") that would require the Company
to issue to K 1 Holding Limited ("K1 Holding") a number of restricted shares of Common Stock of the Company equal to
up to 4% of the total issued and outstanding shares of Common Stock of the Company at the time of issuance. The K1 Agreement is
proposed to be entered into by the Company with TGR Capital, LLC and K1 Holding. K1 Holding is an affiliate of Igor Yakovlevich
Krutoy. Mr. Krutoy, through K1 Holding, owns a 33% equity interest in MUSIC 1 LLC (a/k/a OOO Music1), a former subsidiary of the
Company. TGR Capital, LLC is an affiliate of the Company's director and majority shareholder,
Mike Zoi.

Background of the K1 Issuance

On May 14, 2013, the
Company executed and delivered to K1 Holding a promissory note, dated May 13, 2013 (the "K1 Note"), in the principal
amount of $2 million, in connection with a loan in such amount made by K1 Holding to the Company. Amounts payable pursuant to the
K1 Note do not accrue interest. The outstanding principal balance of the K1 Note is required to be repaid no later than May 14,
2015 and may be prepaid in whole or in part at any time without penalty or charge. As described further below, on September 25,
2013, T1T Lab, LLC, which is an affiliate of Mike Zoi, assumed the Company's obligations under
the K1 Note. As a result, T1T Lab is obligated to repay the entire principal amount of the K1 Note. Although K1 Holding has verbally
indicated its agreement to the assignment of the K1 Note to T1T Lab, the Company
has not yet received from K1 Holding its written consent to the assignment. Unless and until that
written consent is obtained, it is likely that the Company will remain liable to repay the principal amount of the K1 Note in the
event T1T Lab defaults on its obligation to repay the K1 Note.

At the time the K1
Note was entered into by the Company and the related loan made by K1 Holding to the Company, the Company was negotiating the K1
Agreement. The draft of the K1 Agreement at that time provided that, as a condition to K1 Holding making the foregoing loan to
the Company and to K1 Holding entering into an agreement to provide certain business development consulting services to the Company,
(i) the Company would issue to K1 Holding a number of restricted shares of Common Stock of the Company equal to 2% of the total
issued and outstanding shares of Common Stock of the Company at the time of issuance and (ii) TGR Capital, LLC would transfer to
K1 Holding such number of restricted shares of Common Stock of the Company as is needed to bring K1 Holding's and Mr. Krutoy's
aggregate beneficial ownership of Common Stock of the Company to 10% of the total issued and outstanding shares of Common Stock
of the Company at the time of such transfer.

As of the date of this
proxy statement, the parties have agreed in principal that, pursuant to the K1 Agreement, (i) the Company would issue to K1 Holding
a number of restricted shares of Common Stock of the Company equal to 4% (instead of 2% as initially contemplated) of the total
issued and outstanding shares of Common Stock of the Company at the time of issuance and (ii) TGR Capital, LLC would transfer to
K1 Holding such number of restricted shares of Common Stock of the Company as is needed to bring K1 Holding's and Mr. Krutoy's
aggregate beneficial ownership of Common Stock of the Company to 10% of the total issued and outstanding shares of Common Stock
of the Company at the time of such transfer (decreasing the amount of shares required to be transferred by TGR Capital, LLC to
K1 Holding from 8% to 6% of the total issued and outstanding shares of Common Stock of the Company). However, since as of the date
of this proxy statement the K1 Agreement has not yet been finalized or entered into by the parties, the foregoing provisions remain
subject to continuing negotiations and subject to entering into a definitive binding agreement, and therefore such provisions are
not binding on the Company and are subject to change.

Similarly, the consulting
services agreement described above also has not been finalized or entered into by the parties as of the date of this proxy statement.
As of the date of this proxy statement, the current draft of such consulting services agreement provides that K1 Holding would
provide investor relations services for the Company and its affiliates outside the United States and that K1 Holding would assist
the Company and its affiliates with future negotiations and maintaining their relationship with Mobile TeleSystems OJSC, MegaFon
OJSC, OJSC VimpelCom (a/k/a Beeline) and their respective affiliates
(collectively, the "Mobile Carriers"). The Company's subsidiary, TOT Money, has agreements to provide mobile
payment processing services for electronic payments using SMS (short message services, which is a text messaging service) and MMS
(multimedia message services) initiated by the mobile phone subscribers of each of Mobile TeleSystems
OJSC, MegaFon OJSC and OJSC VimpelComthe Mobile Carriers
in Russia.

    A-1

The
services of K1 Holding under the consulting services agreement would be performed by Igor Yakovlevich Krutoy, who owns a controlling
interest in K1 Holding. Mr. Krutoy has significant influence in Russia and has personal relationships with the principals of each
of the Mobile Carriers. Pursuant to the consulting services agreement, the Company expects to receive significant direct benefits
from Mr. Krutoy's relationships with the Mobile Carriers. For example, each of the agreements between TOT Money and the Mobile
Carriers provides that it may be terminated by the applicable Mobile Carrier upon 30 days or less prior notice and the Company
believes that Mr. Krutoy is in a position to help keep those agreements in effect through his relationships with the Mobile Carriers.
Similarly, the Company believes that Mr. Krutoy's relationships with the Mobile Carriers may be able to facilitate obtaining terms
that are more favorable to the Company (as compared to the existing terms of TOT Money's agreements with the Mobile Carriers) in
future amendments or renewals of TOT Money's agreements with the Mobile Carriers. Also, the Company believes that Mr. Krutoy is
in a position to assist TOT Money with potentially launching new lines of products with additional agreements with one or more
of the Mobile Carriers. The Company believes that the proposed consulting services agreement could materially affect the Company's
results of operations and prospects since a significant percentage of the Company's revenues are derived from TOT Money's agreements
with the Mobile Carriers. For the three months ended June 30, 2013, 17.9% of the Company's net revenues were derived from TOT Money's
agreements with the Mobile Carriers, and, for the three months ended September 30, 2013, the Company estimates that approximately
15% of the Company's net revenues were derived from TOT Money's agreements with the Mobile Carriers (although the actual percentage
for the three months ended September 30, 2013 may be different than 15% since
the Company has not yet finalized its financial statements
for the period ended September 30, 2013). Since as of the date of this proxy statement such consulting services agreement
has not yet been finalized or entered into by the parties, the scope of services to be provided by K1 Holding remains subject to
continuing negotiations and subject to entering into a definitive binding agreement, and therefore the scope of services to be
provided by K1 Holding could change.

In the event that the
parties do not agree upon and finalize and enter into the K1 Agreement and/or the consulting services agreement described above
(or if the Company's shareholders do not approve the issuance of up to 4% of the total issued and outstanding shares of Common
Stock of the Company pursuant to this Proposal 8), then the Company will not issue to K1 Holding the shares of Common Stock that
are the subject of this Proposal 8. If the K1 Agreement is not finalized and entered into (or if the Company's shareholders do
not approve the issuance of up to 4% of the total issued and outstanding shares of Common Stock of the Company pursuant to this
Proposal 8), then it is unlikely that K1 Holding would enter into the consulting services agreement, which could result in material
negative effects on the Company's and TOT Money's relationships and agreements with one or more of Mobile TeleSystems OJSC, MegaFon
OJSC and OJSC VimpelCom, which could materially adversely affect TOT Money's revenues. The failure of the parties to finalize and
enter into either the K1 Agreement or the consulting services agreement or the failure of the Company's shareholders to approve
the issuance of up to 4% of the total issued and outstanding shares of Common Stock of the Company pursuant to this Proposal 8
will not have any effect on the Company's or T1T Lab's obligations under the K1 Note or the repayment date of May 14, 2015.

On
September 25, 2013, the Company contributed all of its participation interest in MUSIC 1 LLC (constituting a 67% equity interest
in MUSIC 1 LLC) and all of its membership interests in its other online media subsidiaries (referred to herein collectively as
the Company's "entertainment assets") to T1T Lab, LLC in order to focus the Company's business operations on mobile payments,
transactional services and related technologies and to reduce the significant expenses associated with developing and maintaining
the entertainment assets. In exchange for transferring its entertainment assets to T1T Lab and agreeing to make an initial capital
contribution to T1T Lab in the amount of $1,259,000, the Company was issued a 10% membership interest in T1T Lab and T1T Lab assumed
$2,162,158 in liabilities (including $2,000,000 owed by the Company to K1 Holding pursuant to the K1 Note) related to the disposed
subsidiaries. In addition, all intercompany loans payable by the disposed subsidiaries to the Company, on the one hand, and by
the Company to the disposed subsidiaries, on the other hand, were forgiven by the Company and T1T Lab (as applicable). Total intercompany
loans forgiven by the Company, net of the total intercompany loans forgiven by the disposed subsidiaries, was approximately $9,864,602.
The remaining 90% membership interest in T1T Lab is owned by T1T Group, LLC, which is wholly-owned
by Enerfund, LLC (which is wholly-owned by Mike Zoi).

    A-2

As described above,
the Company expects that the K1 Agreement, when finalized and entered into, will require the Company to issue to K1 Holding a number
of restricted shares of Common Stock of the Company equal to up to 4% of the total issued and outstanding shares of Common Stock
of the Company at the time of issuance. However, since as of the date of this proxy statement the K1 Agreement and the related
consulting services agreement described above are subject to continuing negotiations and subject to entering into definitive binding
agreements, the specific terms and provisions of those agreements could change and there is no assurance that the Company ultimately
will issue such shares of Common Stock to K1 Holding.

Reason for Seeking Shareholder Approval

Because our Common
Stock is listed on The NASDAQ Capital Market, we are subject to NASDAQ's rules and regulations. NASDAQ Listing Rule 5635(c) requires
shareholder approval prior to the issuance of securities when any equity compensation arrangement is made or materially amended,
pursuant to which stock may be acquired by officers, directors, employees or consultants. The Board is submitting to the shareholders
for their approval the issuance of such number of shares of Common Stock of the Company equal to up to 4% of the Company's issued
and outstanding Common Stock as of the date of issuance of such shares to K1 Holding because it is contemplated that a portion
of such shares of Common Stock would be issued as consideration for consulting services.

Required Vote

The issuance of shares
of Common Stock to K1 Holding as described above will be approved if the majority of shares present in person or represented by
proxy at the annual meeting and entitled to vote on the proposal vote for approval of Proposal 8. Abstentions and broker non-votes
are not counted in determining the number of shares voted for or against Proposal 8. However, abstentions and broker non-votes
will be counted as entitled to vote and will, therefore, have the same effect as a vote against Proposal 8. Mike Zoi, our majority
shareholder and one of our directors, has indicated that he intends to vote in favor of Proposal 8.

The Board recommends
a vote FOR the proposal to approve the issuance of the shares of Common Stock to K1 Holding pursuant to this Proposal 8.

    A-3