SecProbe.io

CORRESP
1
filename1.htm

August 29, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

    Re:
    Net Element, Inc.

    Registration Statement on Form S-1

    Filed August 26, 2016

    File No. 333-212591

Dear Sir or Madam:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Net Element, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced Registration Statement, as amended, be accelerated so that the
Registration Statement may become effective on Tuesday, August 30, 2016, at 3:00 pm (Washington D.C. time), or as soon thereafter
as may be practicable.

The Company acknowledges
that:

 · should the Securities and Exchange Commission (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 assert staff comments and the declaration of the effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company confirms
that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they
relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we
be notified of such effectiveness by a telephone call to Serge V. Pavluk of Snell & Wilmer L.L.P. at (714) 427-7442.

    Sincerely,

     /s/ Jonathan New

    Jonathan New

    Chief Financial Officer

    Net Element, Inc.