SecProbe.io

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 July 7, 2025

David Michery
Chief Executive Officer
MULLEN AUTOMOTIVE INC.
1405 Pioneer Street,
Brea, California 92821

 Re: MULLEN AUTOMOTIVE INC.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 13, 2025
 File No. 001-34887
Dear David Michery:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Katherine J. Blair
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</DOCUMENT>

CORRESP
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 555 South Flower Street ● Fiftieth Floor ● Los Angeles, California 90071.2452

 Telephone: +1.213.489.3939 ● jonesday.com

 June 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Jenny O'Shanick

 Evan Ewing

 Re: Mullen Automotive Inc.

 Preliminary Proxy Statement on Schedule
14A

 Filed June 13, 2025

 File No. 001-34887

 On June 23, 2025, we received
the following comments from the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the " Commission ") on the above-referenced Preliminary Proxy Statement on Schedule 14A (the
" Proxy Statement ") filed by Mullen Automotive Inc., a Delaware corporation (the " Company "), on June
13, 2025. The Company's Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the " Amended Proxy Statement ")
has been filed with the Commission.

 For your convenience, the
bolded numbered responses set forth below correspond with the comments received from the Staff. Page references in the text of this response
letter correspond to page numbers in the Proxy Statement unless otherwise noted. Capitalized terms used in this letter but otherwise not
defined herein shall have the meaning ascribed to such terms in the Proxy Statement.

 Preliminary Proxy Statement on Schedule 14A filed June 13, 2025

 General

 1. Comment :
We note that Proposals 1, 2, 3 and 7 cover shares underlying the notes and warrants that contain reset and/or cashless exercise
features and that the maximum number of issuable shares of common stock may be higher than the amounts disclosed in each proposal.
Please revise to highlight the maximum number of shares that could be issued upon the exercise of the notes and warrants.
Additionally, if true, disclose that the number of shares issuable upon the exercise of the warrants under the cashless exercise
provision increases as the stock price falls further below the initial exercise price and disclose the potential additional dilution
of the reset and cashless exercise provision.

 Response :
The Company acknowledges the Staff's comment and has included additional disclosure in the Amended Proxy Statement.

 AMSTERDAM ● ATLANTA ● BEIJING ● BOSTON ● BRISBANE ● BRUSSELS ● CHICAGO ● CLEVELAND ● COLUMBUS ● DALLAS
DETROIT ● DUBAI ● DÜSSELDORF ● FRANKFURT ● HONG KONG ● HOUSTON ● IRVINE ● LONDON ● LOS ANGELES ● MADRID
MELBOURNE ● MEXICO CITY ● MIAMI ● MILAN ● MINNEAPOLIS ● MUNICH ● NEW YORK ● PARIS ● PERTH ● PITTSBURGH
SAN DIEGO ● SAN FRANCISCO ● SÃO PAULO ● SHANGHAI ● SILICON VALLEY ● SINGAPORE ● SYDNEY ● TAIPEI ● TOKYO ● WASHINGTON

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 June 26, 2025

 Page 2

 2. Comment :
For Proposals 1, 2, 3 and 7, as applicable, please revise to provide an example of how the cashless formula would operate under
specific, reasonable assumptions.

 Response : The Company
acknowledges the Staff's comment and has included additional disclosure in the Amended Proxy Statement.

 We
hope that the foregoing has been responsive to the Staff's comments and look forward to resolving any outstanding issues as quickly
as possible. Please direct any questions or comments regarding the foregoing to me at (213) 243-2159 or kblair@jonesday.com.

 Very truly yours,

 /s/
 Katherine J. Blair

 Katherine J. Blair

 Partner, Jones Day

 cc:

 David Michery (Mullen Automotive Inc.)

 Jonathan New (Mullen Automotive Inc.)

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 June 23, 2025

David Michery
Chief Executive Officer
MULLEN AUTOMOTIVE INC.
1405 Pioneer Street,
Brea, California 92821

 Re: MULLEN AUTOMOTIVE INC.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 13, 2025
 File No. 001-34887
Dear David Michery:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note that Proposals 1, 2, 3 and 7 cover shares underlying the notes
and warrants
 that contain reset and/or cashless exercise features and that the
maximum number of
 issuable shares of common stock may be higher than the amounts disclosed
in each
 proposal. Please revise to highlight the maximum number of shares that
could be
 issued upon the exercise of the notes and warrants. Additionally, if
true, disclose that
 the number of shares issuable upon the exercise of the warrants under
the cashless
 exercise provision increases as the stock price falls further below the
initial exercise
 price and disclose the potential additional dilution of the reset and
cashless
 exercise provision.
2. For Proposals 1, 2, 3 and 7, as applicable, please revise to provide an
example of how
 the cashless formula would operate under specific, reasonable
assumptions.
 June 23, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at
202-551-5920
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Katherine J. Blair
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 March 12, 2025

David Michery
President, CEO and Chairman
MULLEN AUTOMOTIVE INC.
1405 Pioneer Street
Brea, CA 92821

 Re: MULLEN AUTOMOTIVE INC.
 Registration Statement on Form S-1
 Filed March 4, 2025
 File No. 333-285545
Dear David Michery:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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CORRESP
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 MULLEN
AUTOMOTIVE INC.

 1405 Pioneer Street,

 Brea, California 92821

 March 11, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Mullen Automotive Inc.

 Registration Statement on Form S-1 (File No. 333-285545) (the "Registration Statement")

 Acceleration Request

 Ladies and Gentlemen:

 Mullen Automotive Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:00 p.m., Eastern Time, on March 14, 2025, or as soon thereafter as practicable.

 Please notify Katherine Blair (213) 243-2159 or
Michael Kelker at (650) 687-4119 of Jones Day as soon as possible as to the time the Registration Statement has been declared effective
pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

 Sincerely,

 MULLEN AUTOMOTIVE INC.

 By:
 /s/ David Michery

 Name:
 David Michery

 Title:
 Chief Executive Officer

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MULLEN
AUTOMOTIVE INC.

1405
Pioneer Street,

Brea,
California 92821

February
6, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Mullen Automotive
    Inc.

    Registration
    Statement on Form S-1 (File No. 333-282516) (the “Registration Statement”)

    Acceleration
    Request

Ladies
and Gentlemen:

Mullen
Automotive Inc. hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration
Statement on Form S-1, be accelerated to 4:00 p.m., Eastern Time, on February 7, 2025, or as soon thereafter as practicable.

Please
notify Katherine Blair (213) 243-2159 or Michael Kelker at (650) 687-4119 of Jones Day as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

    MULLEN AUTOMOTIVE INC.

    By:
    /s/
    David Michery

    Name:
    David
    Michery

    Title:
    Chief
    Executive Officer

CORRESP
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555
South Flower Street • Fiftieth Floor • Los Angeles, California 90071.2452

Telephone:
+1.213.489.3939 • jonesday.com

November 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Evan Ewing

Geoffrey Kruczek

    Re:
    Mullen Automotive Inc.

Registration Statement on Form S-1

Filed October 4, 2024

File No. 333-282516

On October 24, 2024, we received the following comments from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) on the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) filed by Mullen Automotive Inc., a Delaware corporation (the “Company”), on October 4, 2024. The Company’s Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.

For your convenience, the bolded numbered responses set forth below correspond with the comments received from the Staff. Page references in the text of this response letter correspond to page numbers in the Registration Statement unless otherwise noted. Capitalized terms used in this letter but otherwise not defined herein shall have the meaning ascribed to such terms in the Registration Statement.

Registration Statement on Form S-1 filed October 4, 2024

Cover Page

    1.
    Please revise the cover page to clearly disclose (i) the number of shares that were issued or are issuable in connection with the Note and Warrant Financing and (ii) the percentage of total issued and outstanding shares that were issued or are issuable in connection with Note and Warrant Financing, assuming full issuance.

Response: The Company
respectfully acknowledges the Staff’s comment and we have revised the cover page of the Prospectus contained in the Amended Registration
Statement to indicate as of the date identified on the cover page (i) the number of shares of our common stock, par value $0.001 per share
(“Common Stock”), issuable upon conversion and exercise (based on a cash exercise ) of the outstanding Notes
and Warrants, respectively, and (ii) the percentage of total issued and outstanding shares that were issued or are issuable in connection
with Note and Warrant Financing, assuming full issuance.

AMSTERDAM
• ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS •
DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE •
LONDON • LOS ANGELES • MADRID MELBOURNE • MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS
• MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH SAN DIEGO • SAN FRANCISCO •
SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO •
WASHINGTON

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

November 7, 2024

Page 2

Plan of Distribution, page 29,

    2.
    We note your disclosure on page 29 that the selling securityholders may sell their securities directly or through one or more underwriters, broker-dealers or agents. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and hereby confirms that it understands that the retention by a selling stockholder of an underwriter, or any entity that may act as an underwriter, would constitute a material change to the Company’s plan of distribution as set forth beginning on page 29 of the Registration Statement and would require the Company to file a post-effective amendment to the Registration Statement for such an offering. Such filing would be made to comply with the Company’s undertaking in Part II, Item 17 of the Registration Statement provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

General

    3.
    Given the nature and size of the transaction being registered, advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i). Please also discuss the details of the transactions in which the selling shareholders received the securities covered by the resale registration statement and the length of time the selling shareholders have held the securities, with a view to understanding whether the offering should be deemed an indirect primary being conducted by or on behalf of the issuer, consistent with Section 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. Your response should also address prior “resale” registration statements related to the underlying private transaction, common selling shareholders in each registration statement, the aggregate number of shares offered and registered for resale for each selling shareholder, the number of shares each selling shareholder may acquire upon conversion and exercise regardless of any beneficial ownership limitation, profit realized and that could be realized as a result of conversion or exercise discounts and whether the company had and currently has the intention, and a reasonable basis to believe it has the financial ability, to make all required payments on the notes.

Response: The Company respectfully acknowledges the Staff’s comment and submits that the offering contemplated by the Registration Statement is not an indirect primary offering, but is a valid secondary offering by or on behalf of the selling stockholders that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Regulation C of the Securities Act of 1933, as amended (the “Securities Act”).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

November 7, 2024

Page 3

Background

Rule 415(a)(1)(i) provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to securities “which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” Thus, Rule 415(a)(1)(i) permits an issuer to register securities to be sold on a delayed or continuous basis by the selling stockholders in a secondary offering.

In Interpretation 612.09 of the Staff’s Securities Act Rules Compliance and Disclosure Interpretations (“C&DI”), the Staff sets forth a detailed analysis of the relevant factors that should be examined when determining whether the offering is by or on behalf of a person other than the registrant. Interpretation 612.09 provides that:

“It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled as a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Each of the relevant factors listed in Interpretation 612.09 is discussed below. Based on an analysis of the specific factors listed in Interpretation 612.09 and all the circumstances for the Company, the Company respectfully submits that the transaction described herein is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).

Analysis of C&DI 612.09 Factors

(A) How long the selling stockholders have held the shares

The Company entered into a securities purchase agreement (the “Securities Purchase Agreement”), dated May 14, 2024, with certain investors (the “Investors”), pursuant to which, upon the terms and subject to the conditions contained therein, the Investors agreed to initially purchase an aggregate principal amount of $52.6 million of 5% Original Issue Discount Senior Secured Notes convertible into shares of Common Stock (the “Notes”) and five-year warrants exercisable for shares of Common Stock (the “Warrants”) in a private placement (the “Private Placement”). Plus, for a certain period, the Investors may purchase up to an additional $52.6 million of Notes and Warrants. The shares of Common Stock issuable upon the conversion of the Notes are herein referred to as “Notes Shares,” the shares of Common Stock issuable upon the exercise of the Warrants are herein referred to as “Warrant Shares,” and the Notes Shares, the Warrant Shares, the Notes and the Warrants are collectively referred to as the “Securities.”

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

November 7, 2024

Page 4

The issuances pursuant to the Securities Purchase Agreement were exempt from the registration requirements of the Securities Act pursuant to an exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D of the Securities Act and in reliance on a similar exemption under applicable state law. Each Investor represented to the Company in the Securities Purchase Agreement that it was an “accredited investor” within the meaning of Rule 501(a) of Regulation D and that it was acquiring the Common Stock for each Investor’s own account, had no arrangements with other persons to distribute the Common Stock, and was not acquiring the Common Stock with a view to or for distributing or reselling the Common Stock in violation of the Securities Act or any applicable securities law.

Generally, the longer shares are held, the less likely it is that the selling stockholders are acting as a mere conduit for the Company. On May 14, 2024, the Investors purchased $13.2 million aggregate principal amount of Notes (the “Initial Closing”) under the Securities Purchase Agreement, and also received Warrants. On July 9, 2024, the Investors purchased $10.5 million aggregate principal amount of Notes (the “Second Closing”), under the Securities Purchase Agreement, and also received Warrants. On July 15, 2024, the Investors purchased $29.0 million aggregate principal amount of Notes (the “Third Closing”), under the Securities Purchase Agreement, and also received Warrants. From September 25, 2024 through October 2, 2024, the Investors purchased an additional $12.5 million aggregate principal amount of Notes (the “Additional Investment Right Closing”) under the Securities Purchase Agreement, and also received Warrants. With respect to the Initial Closing, Second Closing and Third Closing, the Investors were obligated to purchase the Notes and Warrants pursuant to, and on the same terms as set forth in, the Securities Purchase Agreement. In total, the Company has issued an aggregate of approximately $65.8 million of Notes, along with related Warrants. The Company previously registered shares of Common Stock issuable upon conversion of such Notes and exercise of such Warrants issued in the Initial Closing, Second Closing and Third Closing on Registration Statements on Form S-1 (Reg. No. 333-279565, 333-281994 and 333-281063) (the “Prior Registration Statements”). The Amended Registration Statement registers shares of Common Stock issuable upon conversion of remaining outstanding Notes and exercise of Warrants issued in the Third Closing and shares issuable upon conversion of Notes and exercise of Warrants issued in the Additional Investment Right Closing. Because the purchase price has already been paid and the Securities have already been delivered to the Investors, the Investors bear the investment risk of holding all of the Securities. The Investors participated in the Private Placement with the knowledge that they might not be able to exit their positions at a profit, and they provided evidence that they purchased the Securities with the intent to invest, rather than to effect a distribution, as an underwriter would have.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

November 7, 2024

Page 5

The
Investors have already been subject to the full investment risk associated with ownership of the Securities for a period of about
six months from when the Securities Purchase Agreement was executed. The Securities Purchase Agreement does not provide for
restitution or redemption if the Securities are not registered. Accordingly, the Investors cannot be compared to underwriters as
underwriters (by definition) do not take long term risk on an issuer’s equity securities.

Furthermore, we believe it is important to note that C&DI 139.13 provides that no minimum holding period is required where the Company has “completed the private transaction of all of the securities it is registering.” The Company is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time shares must be held in order to determine whether a purported secondary offering is really a primary offering. In addition, the Company is not aware that the Staff has taken the position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI Question 139.11 mentioned above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective.

(B) The circumstances under which the selling stockholders received their shares

The shares being registered for resale were sold to the Investors pursuant to the Securities Purchase Agreement in an arm’s-length transaction that was vigorously negotiated, including between legal counsels for the Company and the Investors, and which complied in all respects with Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

As set forth in the Registration Statement, other than receipt of the exercise price, if exercised for cash, of the Warrants, the Company will not receive any proceeds from the resale of the Common Stock, Note Shares and the Warrant Shares by the Investors. Although the question of who receives proceeds is not the only factor on which the analysis of the character of an offering should be based, the fact that the Company will not receive any financial benefits from the sales of the securities being registered further supports the conclusion that the proposed offering is not a primary offering on behalf of the Company.

Furthermore, each of the Investors specifically represented to the Company, as set forth in Section 2(b) of the Securities Purchase Agreement, that it was acquiring the Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution

October 24, 2024
Jonathan New
Chief Financial Officer
MULLEN AUTOMOTIVE INC.
1405 Pioneer Street
Brea, California 92821
Re:MULLEN AUTOMOTIVE INC.
Registration Statement on Form S-1
Filed October 4, 2024
File No. 333-282516
Dear Jonathan New:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to clearly disclose (i) the number of shares that
were issued or are issuable in connection with the Note and Warrant Financing
and (ii) the percentage of total issued and outstanding shares that were issued or are
issuable in connection with Note and Warrant Financing, assuming full issuance.
Plan of Distribution, page 29
We note your disclosure on page 29 that the selling securityholders may sell their
securities directly or through one or more underwriters, broker-dealers or agents.
Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment.  Refer to your undertaking provided pursuant to Item 2.

October 24, 2024
Page 2
512(a)(1)(iii) of Regulation S-K.
General
3.Given the nature and size of the transaction being registered, advise the staff of the
company’s basis for determining that the transaction is appropriately characterized as
a transaction that is eligible to be made on a shelf basis under Rule
415(a)(1)(i).  Please also discuss the details of the transactions in which the selling
shareholders received the securities covered by the resale registration statement and
the length of time the selling shareholders have held the securities, with a view to
understanding whether the offering should be deemed an indirect primary being
conducted by or on behalf of the issuer, consistent with Section 612.09 of the
Securities Act Rules Compliance and Disclosure Interpretations.  Your response
should also address prior "resale" registration statements related to the underlying
private transaction, common selling shareholders in each registration statement, the
aggregate number of shares offered and registered for resale for each selling
shareholder, the number of shares each selling shareholder may acquire upon
conversion and exercise regardless of any beneficial ownership limitation, profit
realized and that could be realized as a result of conversion or exercise discounts and
whether the company had and currently has the intention, and a reasonable basis to
believe it has the financial ability, to make all required payments on the notes.
4.It appears that you are not eligible to incorporate by reference into your Form S-
1 given that you have not yet filed your annual report for your fiscal year ended
September 30, 2024. Please revise your registration statement accordingly or advise.
See General Instruction VII.C to Form S-1. Please also ensure that your compensation
disclosure is updated to reflect your fiscal year ended September 30, 2024. Refer to
Item 402 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Katherine J. Blair

September 11, 2024
David Michery
Chief Executive Officer
Mullen Automotive Inc.
1405 Pioneer Street
Brea, CA 92821
Re:Mullen Automotive Inc.
Registration Statement on Form S-1
Filed September 6, 2024
File No. 333-281994
Dear David Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Katherine J. Blair

CORRESP
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MULLEN
AUTOMOTIVE INC.

1405 Pioneer Street,

Brea, California 92821

September 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mullen Automotive Inc.

    Registration Statement on Form S-1 (File No. 333-281994) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

Mullen Automotive Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:00 p.m., Eastern Time, on September 13, 2024, or as soon thereafter as practicable.

Please notify Michael Kelker at (650) 687-4119
of Jones Day as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.
We appreciate your assistance and cooperation in this matter.

    Sincerely,

    MULLEN AUTOMOTIVE INC.

    By:
    /s/ David Michery

    Name:
    David Michery

    Title:
    Chief Executive Officer

CORRESP
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MULLEN
AUTOMOTIVE INC.

1405 Pioneer Street,

Brea, California 92821

July 31, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mullen Automotive Inc.

    Registration Statement on Form S-1 (File No. 333-281063) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

Mullen Automotive Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:30 p.m., Eastern Time, on August 2, 2024, or as soon thereafter as practicable.

Please notify Katherine Blair at (213) 243-2159
or Jeremy Cleveland at (650) 687-4173 of Jones Day as soon as possible as to the time the Registration Statement has been declared effective
pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

    MULLEN AUTOMOTIVE INC.

    By:
    /s/ David Michery

    Name:
    David Michery

    Title:
    Chief Executive Officer

July 31, 2024
David Michery
Chief Executive Officer
Mullen Automotive Inc.
1405 Pioneer St
Brea, CA 92821
Re:Mullen Automotive Inc.
Registration Statement on Form S-1
Filed July 26, 2024
File No. 333-281063
Dear David Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Katherine J. Blair

CORRESP
1
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MULLEN
AUTOMOTIVE INC.

1405 Pioneer Street,

Brea, California 92821

July 2, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mullen Automotive Inc.

    Registration Statement on Form S-1 (File No. 333-280464) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

Mullen Automotive Inc. hereby requests that
the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 4:00 p.m., Eastern Time, on July 5, 2024, or as soon thereafter as practicable.

Please notify Katherine Blair at (213) 243-2159
of Jones Day or Thomas Poletti at (714) 371-2501 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration
Statement has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

    MULLEN AUTOMOTIVE INC.

    By:
    /s/ David Michery

    Name:
    David Michery

    Title:
    Chief Executive Officer

July 1, 2024
David Michery
Chief Executive Officer
MULLEN AUTOMOTIVE INC.
1405 Pioneer Street,
Brea, California 92821
Re:MULLEN AUTOMOTIVE INC.
Registration Statement on Form S-1
Filed on June 25, 2024
File No. 333-280464
Dear David Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Thomas J. Poletti

United States securities and exchange commission logo
May 24, 2024
David Michery
Chief Executive Officer
Mullen Automotive Inc.
1405 Pioneer Street,
Brea, CA 92821
Re:Mullen Automotive Inc.
Registration Statement on Form S-1
Filed May 20, 2024
File No. 333-279565
Dear David Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at 202-551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Katherine Blair, Esq.

CORRESP
1
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MULLEN
AUTOMOTIVE INC.

1405 Pioneer Street,

Brea, California 92821

May 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Mullen Automotive Inc.

    Registration Statement on Form S-1 (File No. 333-279565) (the “Registration Statement”)

    Acceleration Request

Ladies and Gentlemen:

Mullen Automotive Inc. hereby requests that the
effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement on Form S-1, be accelerated
to 12:00 p.m., Eastern Time, on May 29, 2024, or as soon thereafter as practicable.

Please notify Katherine Blair at (310) 312 - 4252
or Thomas Poletti at (714) 371-2501 of Manatt, Phelps & Phillips, LLP as soon as possible as to the time the Registration Statement
has been declared effective pursuant to this acceleration request. We appreciate your assistance and cooperation in this matter.

    Sincerely,

    MULLEN AUTOMOTIVE INC.

    By:
    /s/ David Michery

    Name:
    David Michery

    Title:
    Chief Executive Officer

CORRESP
1
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Mullen Automotive Inc.

1405 Pioneer St

Brea, CA 92821

 April 14, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:
  MULLEN AUTOMOTIVE INC. (the “Company”)

  Registration Statement on Form S-3

  (File No. 333-263880) (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, the Company hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
to 4:15 p.m. Eastern Time on April 15, 2022, or as soon thereafter as practicable.

Please contact Daniel Woodard of McDermott Will
 & Emery LLP, counsel to the Company, at (202) 756-8298, as soon as the Registration Statement has been declared effective, or if you
have any other questions or concerns regarding this matter.

[Signature page follows]

  Very truly yours,

  Mullen Automotive Inc.

  By:
  /s/ David Michery

  Name: David Michery

  Title: President, CEO and Chairman

United States securities and exchange commission logo
April 5, 2022
David Michery
Chief Executive Officer
Mullen Automotive Inc.
1405 Pioneer St
Brea, CA 92821
Re:Mullen Automotive Inc.
Registration Statement on Form S-3
Filed March 28, 2022
File No. 333-263880
Dear Mr. Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
              Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Robert Cohen, Esq.

CORRESP
1
filename1.htm

Mullen Automotive Inc.

1405 Pioneer St

Brea, CA 92821

February 2, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:
  MULLEN AUTOMOTIVE INC. (the “Company”)

  Registration Statement on Form S-3

  (File No. 333-262093) (the “Registration
Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, the Company hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated
to 4:15 p.m. Eastern Time on February 3, 2022, or as soon thereafter as practicable.

Please contact Daniel Woodard of McDermott Will
 & Emery LLP, counsel to the Company, at (202) 756-8298, as soon as the Registration Statement has been declared effective, or if you
have any other questions or concerns regarding this matter.

[Signature page follows]

  Very truly yours,

  Mullen Automotive Inc.

  By:
  /s/ David Michery

  Name: David Michery

  Title: President, CEO and Chairman

United States securities and exchange commission logo
January 21, 2022
David Michery
Chief Executive Officer
Mullen Automotive Inc.
1405 Pioneer St.
Brea, CA 92821
Re:Mullen Automotive Inc.
Registration Statement on Form S-3
Filed January 11, 2022
File No. 333-262903
Dear Mr. Michery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Daniel Woodard, Esq.

CORRESP
1
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	nete20210722_corresp.htm

NET ELEMENT, INC.

3363 NE 163rd Street, Suite 606

North Miami Beach, FL 33160

July 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Net Element, Inc.

			Registration Statement on Form S-4

			File No. 333-256166

			Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Net Element, Inc. (the “Registrant”) hereby requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 9:00 a.m., Eastern Time, on Monday, July 26, 2021, or as soon thereafter as practicable.

The Registrant hereby authorizes Serge Pavluk, of Snell & Wilmer L.L.P., to orally modify or withdraw this request for acceleration.

[SIGNATURE PAGE FOLLOWS]

			Very truly yours,

			NET ELEMENT, INC.

			By:         /s/ Oleg Firer

			Name:    Oleg Firer

			Title:      Chief Executive Officer

[SIGNATURE PAGE TO REQUEST FOR ACCELERATION]

United States securities and exchange commission logo
May 18, 2021
Oleg Firer
Chief Executive Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160
Re:Net Element, Inc.
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-256166
Dear Mr. Firer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Serge V. Pavluk, Esq.

CORRESP
1
filename1.htm

June 26, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Bernard Nolan, Staff Attorney

    Re:
    Net Element, Inc.

    Registration Statement on Form S-3 Filed June 1, 2018

    File No. 333-222466

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 Wednesday, June 27, 2018, at 4:00 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.

Mail Stop 4561
May 21, 2018

Jonathan New
Chief Financial  Officer
Net Element, Inc.
3363 NE 163rd St., Suite 705
Miami, Florida, 3316 0

Re: Net Element, Inc.
Amendment No.  4 to Registration Statement on Form S -3
Filed April  18, 2018
  File No. 333-222466

Dear Mr. New:

We have reviewed your amended 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 amendme nt 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 these  comments, we may have  additional comments.   Unless we note
otherwise, our reference s to prior comments are to comments in our March 30 , 2018 letter .

General

1. Your revised disclosure in response to prior comment 1 indicates that you “currently [are]
not developing [your] own tokens.”  It is unclear, however, whether you intend to
deve lop tokens that are compatible with and can be used on the blockchain platform that
you select.  Please clarify whether you have plans to develop your own tokens.

2. You indicate that your blockchain -based ecosystem will offer real -time exchange of
crypto currency into fiat currency by “integrat[ing] into cryptocurrency
facilitator[s].”   Please disclose any material risks or challenges that may be posed by your
relationship with and dependence on these facilitators, such as the risk that they may be
found t o be engaging in the facilitation of securities transactions.   In this regard, it
appears that one of the two identified entities is a digital asset exchange that is not

Jonathan New
Net Element, Inc.
May 21, 2018
Page 2

 registered as a national securities exchange, alternative trading system, or broker -dealer
under the Securities Exchange Act of 1934.

3. We note that you recently launched the second phase of the Netevia project.  Please
update to include any material costs related to the remainder of the project and the
additional capital that you will ne ed to develop the system and deploy and distribute your
solutions.

Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions.  If
you require further assistance, you may contact the undersigned at (202) 551 -3453.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Serge Pavluk, Esq.
  Snell & Wilmer, Esq.

CORRESP
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April 18, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Bernard Nolan, Staff Attorney

 Re: Net Element, Inc.

Amendment No. 3 to Registration Statement
on Form S-3 Filed March 6, 2018

File No. 333-222466

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in connection with the Company’s
amendment to Amendment No. 3 to Registration Statement on Form S-3 that was filed on EDGAR on March 6, 2018 (the “Current
Registration Statement”). For convenience of reference, we have set forth your comments in bold below, with the Company’s
response following each comment.

General.

 1. Your revised disclosure in response to prior comment 1 suggests that you are developing ERC-20
compliant tokens. Please disclose the timing of the development of these tokens, how you intend to use them, and what material
risks or uncertainties you anticipate, including any material regulatory risks.

In response to this
comment, the Company wishes to clarify that:

(i) the Company did
not intend to suggest that it is currently developing its own tokens; and

(ii) the Company’s
disclosure that “[t]he first implementation of the ecosystem will be deployed on the public Ethereum or similar blockchain
and adhere to the ERC20 protocol” was intended to disclose that the Company plans to deploy its first implementation
of the blockchain technology solution on the Ethereum or similar blockchain platform as the Company is evaluating and testing
several blockchain platforms at this time.

The Company will
make an announcement when it selects a preferred platform. See timeline discussed in the Company’s response to your
comment 3. The Company did not intend to suggest that adherence to the ERC20 protocol meant the Company was developing
the Company’s own tokens.

Accordingly, the Company
has amended the Current Registration Statement (by filing with U.S. Securities and Exchange Commission (the “Commission”),
concurrently with filing of this letter, Amendment No. 4 to Form S-3 (the “Amendment”)) to clarify its disclosure,
on page 4 of Amendment, to be consistent with this response.

      1

 2. We note that the ecosystem will initially be deployed on “the public Ethereum or similar
blockchain.” Please provide a risk factor regarding your reliance on another blockchain network. For example, disclose the
risks and consequences to the company if such network ceases to function, slows down in functionality, or forks.

In response to this
comment, the Company has amended the Current Registration Statement by adding, on pages 10 through 13 of Amendment, the additional
risk factors related to the Company’s reliance on another blockchain network.

 3. Your response to prior comment 2 indicates that you will introduce the blockchain-based ecosystem upon the conclusion of
the initial phase. Please clarify whether the ecosystem will be launched at that time. If not, explain the additional developmental
steps that will be taken in subsequent phases as well as the estimated period of time until launch.

In response to this
comment, the Company has amended the Current Registration Statement by adding, on page 6 of Amendment an additional disclosure
that:

(i) The Company
intends to continue launching services in phases: (1) the first phase was the introduction of Netevia as a framework for
developers and integration tools; (2) the second phase will include the addition of cryptocurrency as a form of payment; (3)
the follow-up phases will include implementation of decentralized blockchain ecosystem and additional functionalities and
value-added services.

(ii) The second phase
has begun by the Company evaluating and testing several blockchain platforms for the Company’s project. After such testing
and evaluation is completed and the platform is chosen, the planning, coding and testing stage will begin. The Company currently
anticipates the end of the 3rd quarter of 2018 to complete such second phase and launch.

The Company hereby requests
you to advise the Company when it would be appropriate to request acceleration of the effective date of the Current Registration
Statement, as amended by Amendment No. 4.

If you have any additional
questions or comments, please feel free to contact me directly at 305.588.0122 or 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.

      2

Mail Stop 4561

March  30, 2018

Jonathan New
Chief Financial  Officer
Net Element, Inc.
3363 NE 163rd St., Suite 705
Miami, Florida, 3316 0

Re: Net Element, Inc.
Amendment No.  3 to Registration Statement on Form S -3
Filed March  6, 2018
  File No. 333-222466

Dear Mr. New:

We have reviewed your amended 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 bel ieve 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 these  comments, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our February 9 , 2018 letter .

General

1. Your revised disclosure in response to prior comment 1 suggests that you are developing
ERC -20 compliant tokens .  Please disclose  the timing of the development of these tokens ,
how you intend to use them , and what material risks or uncertaintie s you anticipate,
including any material regulatory risks.

2. We note that the ecosystem will initially be  deployed on “the public Ethereum or similar
blockchain.”  Please provide a risk factor regarding your reliance on another blockchain
network.  For example, disclose the risks and consequences to the company if such
network ceases to function, slows down i n functionality, or forks.

Jonathan New
Net Element, Inc.
March 30, 2018
Page 2

 3. Your response to prior comment 2 indicates that you will introduce the blockchain -based
ecosystem upon the conclusion of the initial phase.  Please clarify whether the ecosystem
will be launched at that time.  If not, explain  the additional developmental steps that will
be taken in subsequent phases as well as the estimated period of time until launch.

Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions.  If
you require further assistance, you m ay contact the undersigned at (202) 551 -3453.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Serge Pavluk, Esq.
  Snell & Wilmer, Esq.

CORRESP
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March 6, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Bernard Nolan, Staff Attorney

 Re: Net Element, Inc.

Amendment No. 2 to Registration Statement
on Form S-3 Filed February 14, 2018

File No. 333-222466

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in connection with the Company’s
amendment to Amendment No. 2 to Registration Statement on Form S-3 that was filed on EDGAR on February 14, 2018 (the “Current
Registration Statement”).

The Company is amended the Current Registration
Statement (by filing with U.S. Securities and Exchange Commission (the “Commission”), concurrently with filing of this
letter, Amendment No. 3 to Form S-3 (the “Amendment”)) to update its disclosure about the Company’s relationship
with Bunker Capital, specifically, termination of such relationship with Bunker Capital.

The Company is disclosing on pages
3 and 4 of the Amendment that (i) pursuant to a letter of intent between the Company and Bunker Capital, Bunker Capital
was going to assist the Company with its development of the blockchain technology, connection and the development of
smart contracts, suitable models, and implementation of an initial coin offering; (ii) as of the date of filing of the
Amendment, the Company has been focused on the development of the blockchain technology solutions and has not made any
commitment related to any digital securities offering and/or an initial coin offering should the Company decide to pursue
such an offering; (iii) as of the date of filing of the Amendment, Bunker Capital has not performed for the Company any
services related to any digital securities offering and/or an initial coin offering; (iv) as per the letter of intent, the
Company made a prepayment to Bunker Capital in the form of 19,000 shares of Company’s common stock; (v) the Company and
the technical and business team of Bunker Capital had several strategy planning meetings to discuss the architecture of the
ecosystem and related intellectual property matters; (iv) on February 26, 2018, the Company terminated the relationship with
Bunker Capital as the parties did not reach a definitive agreement; (vii) as part of such termination, the Company asked
Bunker Capital to return such shares of the Company’s common stock; (viii) at this time, the Company does not know
whether and how many shares will be returned; and (ix) the Company continues to work on the business plan and technology
schematics for such blockchain technology-based solution as part of its Netevia platform utilizing its internal team of
software engineers while continuing to assess the technical resources required to implement the Company’s strategic
initiatives in this regard.

      1

The Company hereby requests
you to advise the Company when it would be appropriate to request acceleration of the effective date of the Current Registration
Statement, as amended by Amendment No. 3.

If you have any additional
questions or comments, please feel free to contact me directly at 305.588.0122 or 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.

      2

CORRESP
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February 14, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Bernard Nolan, Staff Attorney

 Re: Net Element, Inc.

Amendment No. 1 to Registration Statement
on Form S-3 Filed January 16, 2018

File No. 333-222466

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments dated as
of February 9, 2018 regarding the Company’s Amendment No. 1 to Registration Statement on Form S-3 that was filed on EDGAR
on January 16, 2018 (the “Current Registration Statement”). For convenience of reference, we have set forth your comments
in bold below, with the Company’s response following each comment.

Prospectus Summary

Recent Events

 1. We note your new disclosure regarding the development of the company’s anticipated blockchain
technology solutions. Please expand the description to more specifically explain how the new “decentralized crypto-based
ecosystem” will function, including a description of the blockchain on which it will function, and the services it will provide.
Explain which “mainstream and alternative cryptocurrencies” your platform will support and the manner in which it will
support those digital assets. Please also disclose any additional material risks that may arise with respect to these blockchain
technology solutions.

In response to this comment,
the Company has amended the Current Registration Statement (by filing with U.S. Securities and Exchange Commission (the “Commission”),
concurrently with filing of this letter, Amendment No. 2 to Form S-3 (the “Amendment”)) to expand, beginning on page
3 of Amendment, the description the company’s anticipated blockchain technology solutions to (i) more specifically explain
how the new “decentralized crypto-based ecosystem” will function, including a description of the blockchain on which
it will function, and the services it will provide; and (ii) explain which “mainstream and alternative cryptocurrencies”
the Company’s platform will support and the manner in which it will support those digital assets.

Further, the Company
disclosed additional material risks that may arise with respect to these blockchain technology solutions in the Risk Factors part
of the Amendment beginning on page 7 of the Amendment.

      1

 2. You note that the “initial phase costs” relating to
the development and deployment of your anticipated blockchain technology solutions is estimated to be $500,000. Please describe
the scope of the initial phase and the extent to which additional funds will be needed to complete development and launch the anticipated
blockchain technology solutions. Also discuss the source of the funds needed to pay the anticipated costs of the initial phase
and subsequent phase(s).

In response to this comment,
the Company has amended the Current Registration Statement (by filing with the Commission, concurrently with filing of this letter,
the Amendment), to describe, beginning on page 3 of Amendment, the
scope of the initial phase of the project, including setting forth the exact scope of the project on page 5 of the Amendment.

The Company further disclosed
on page 5 of the Amendment that, while the Company expects that funding of the project will be from the current funds held by the
Company, which is sufficiently funded to absorb such costs, the Company has yet to approximate its capital needs and might require
additional capital to fully utilize its business plan on a go forward basis as the Company develops and deploys the ecosystem,
cost of development of the ecosystem, value-added solutions as well as deployment and distribution costs.

 3. Please revise to explain the material terms of your partnership with Bunker Capital and the
type of business activities contemplated by this partnership. In this regard, we note that Bunker Capital is a non-registered broker-dealer
that assists with initial coin offerings. Further, tell us whether you intend to file the agreement with Bunker Capital.

In response to this comment, the
Company has amended the Current Registration Statement (by filing with the Commission, concurrently with filing of this
letter, the Amendment), to disclose on page 3 of the Amendment the material terms of the Company’s relationship with
Bunker Capital and the type of business activities contemplated by such this relationship. The
Company made a determination that the services agreement with Bunker Capital is not material and therefore, the Company
does not have plans to file such agreement.

As of the date of this letter, the Company
has been and is focused on the development of the blockchain technology solutions and has not made any commitment related to any
digital securities offering and/or an initial coin offering. As of the date of this letter, Bunker Capital has not performed any
services for the Company related to any digital securities offering and/or an initial coin offering. The Company understands that,
if it determines to pursue any activity requiring a registered broker-dealer, the Company will separately obtain services of a
registered broker-dealer.

 4. You also state that you are working to identify and invest in “unique projects” that combine blockchain technology
and real world applications. Please expand your disclosure to discuss the type of projects that you are trying to identify. Tell
us whether you anticipate that these projects will involve issuing, holding or trading in digital assets or cryptocurrencies. Please
also provide a detailed description of the process and framework you will use for making this determination.

In response to this comment,
the Company has amended the Current Registration Statement (by filing with the Commission, concurrently with filing of this letter,
the Amendment), to (i) expand the disclosure to discuss on page 4 of Amendment the
type of projects that the Company is trying to identify, (ii) provide detailed description of the process and framework for making
such determinations and (iii) to explain that the Company does not have plans to hold or trade digital assets or cryptocurrencies
at this time.

      2

The Company hereby requests
you to advise the Company when it would be appropriate to request acceleration of the effective date of the Current Registration
Statement, as amended by Amendment No. 2.

If you have any additional
questions or comments, please feel free to contact me directly at 305.588.0122 or 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.

      3

Mail Stop 4561

February 9, 2018

Jonathan New
Chief Financial  Officer
Net Element, Inc.
3363 NE 163rd St., Suite 705
Miami, Florida, 3316 0

Re: Net Element, Inc.
Amendment No. 1 to Registration Statement on Form S -3
Filed January 16, 2018
  File No. 333-222466

Dear Mr. New:

We have reviewed your amended 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 n ot 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 these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our January 12, 2018 letter .

Prospectus Summary

Recent Events, page 3

1. We note your new disclosure regarding the development of the company’s anticipated
blockchain tech nology solutions.  Please  expand the description to more specifically
explain  how the new “decentralized crypto -based ecosystem” will function , including a
description of the blockchain on which it will function,  and the services it will provide.
Explain which “mainstream  and alternative cryptocurrenc ies” your platform will support
and the manner in which it will support those digital assets.   Please also disclose any
additional material risks that may arise with respect to these blockchain technology
solutions.

Jonathan New
Net Element, Inc.
February 9,  2018
Page 2

 2. You note that the “initial phase costs” relating to the development and deployment of
your anticipated blockchain technology solutions is estimated to be $500,000.  Please
describe the scope of the initial phase and the extent to which additional funds wil l be
needed to complete development and launch the anticipated blockchain technology
solutions.  Also discuss the source of the funds needed to pay the anticipated costs of the
initial phase and subsequent phase(s).

3. Please revise to explain the material t erms of your partnership with Bunker Capital  and
the type of business activities contemplated by this partnership .  In this regard, we note
that Bu nker Capital is a non -registered broker -dealer that assists with initial coin
offerings.  Further, tel l us wh ether you intend to file the agreement with Bunker Capital.

4. You also state that you are working to identify and invest in “unique projects” that
combine blockchain technology and real worl d applications.  Please expand your
disclosure to discuss the typ e of projects that you  are trying to identify.  Tell us whether
you anticipate that these projects will involve issuing, holding or trading in digital assets
or cryptocurrencies.  Please also provide a detailed description of the process and
framework you will use for making this determination.

Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions.  If
you require further assistance, you may contact the undersigned at (202) 551 -3453.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Serge Pavluk, Esq.
  Snell & Wilmer, Esq.

CORRESP
1
filename1.htm

January 16, 20187

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Bernard Nolan, Staff Attorney

 Re: Net Element, Inc.

Registration Statement on Form S-3 Filed
January 8, 2018

File No. 333-222466

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments dated as
of January 12, 2018 regarding the Company’s Registration Statement on Form S-3 that was filed on EDGAR on January 8, 2018
(the “Current Registration Statement”). For convenience of reference, we have set forth your comments in bold below,
with the Company’s response following each comment.

Risk Factors

 1. You refer to new blockchain technology that is being developed by your blockchain business unit.
Please expand your disclosure to provide a more specific description of your business unit, and discuss the effect of governmental
regulations, if material. Refer to Item 101(h)(4)(iii) and (ix) of Regulation S-K. Please also tell us whether your blockchain
technology business will involve holding or trading digital assets or cryptocurrencies.

In response to this comment,
the Company has amended the Current Registration Statement (by filing with U.S. Securities and Exchange Commission (the “Commission”),
concurrently with filing of this letter, Amendment No. 1 to Form S-3) to (i) provide, beginning on page 3 of Amendment No. 1 to
Form S-3, a more specific description of the development of the Company’s anticipated blockchain technology solutions; and
(ii) expand, beginning on page 5 of Amendment No. 1 to Form S-3, the risk factors (including the effect of governmental regulations)
related to Company’s anticipated blockchain technology solutions.

Further, in providing
such anticipated blockchain technology solutions, the Company will not be holding any deposits  nor trade in, digital assets
or cryptocurrencies. The Company is committed to comply with the government regulations applicable to its anticipated blockchain
technology solutions.

The Company hereby requests
you to advise the Company when it would be appropriate to request acceleration of the effective date of the Current Registration
Statement, as amended by Amendment No. 1.

      1

If you have any additional
questions or comments, please feel free to contact me directly at 305.588.0122 or 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.

      2

Mail Stop 4561

January 12, 2018

Jonathan New
Chief Executive Officer
Net Element , Inc.
3363 NE 163rd St., Suite 705
Miami, Florida, 3316 0

Re: Net Element , Inc.
Registration Statement on Form S -3
Filed January 8, 2018
  File No. 333-222466

Dear Mr. New:

We have limited our review of your registration statement to those issues we  have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provi de in response to this comment , we may have additional comments.

Risk Factors

“We may not be able to develop new products or enhance the capabilities related to blockchain
…,” page 4

1. You refer to new blockchain technology that is being developed by your blockchain
business unit.  Please expand your disclosure to provide a more specific description of
your business unit , and discuss the effect of governmental regulations, if material .  Refer
to Item 101(h)(4)(iii) and (ix) of Regulation S -K.  Please also tell us whether your
blockchain technology business will involve holding or trading digital assets or
cryptocurren cies.

Jonathan New
Net Element , Inc.
January 12 , 2018
Page 2

 We remind you that the company and its management ar e responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rule  461 regarding requests for acceleration.  Please allow adequate time for us
to review any am endment prior to the requested effective date of the registration statement.

Please contact Bernard Nolan, Staff Attorney , at (202) 551 -6515 with any questions.  If
you require further assistance, you may contact the undersigned at (202) 551 -3453.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services
cc  Serge Pavluk, Esq.
  Snell & Wilmer, Esq.

CORRESP
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November 16, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Jeff Kauten, Attorney-Advisor

 Re: Net Element, Inc.

Registration Statement on Form S-1 Filed
November 15, 2017

File No. 333-221148

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 Friday, November 17, 2017, 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.

CORRESP
1
filename1.htm

November 15, 2017

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

        Jan Woo, Legal Branch Chief

        Office of Information Technologies and Services

    Jeff Kauten, Attorney-Advisor

 Re: Net Element, Inc.

Registration Statement on Form S-1 Filed
October 26, 2017

File No. 333-221148

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments dated as
of November 2, 2017 regarding the Company’s Registration Statement on Form S-1 that was filed on EDGAR on October 26, 2017
(the “Current Registration Statement”). For convenience of reference, we have set forth your comments in bold below,
with the Company’s response following each comment.

General

 1. We note that a Form S-1 with file number 333-219324 was declared effective on August 2, 2017
and that Cobblestone Capital Partners, LLC was identified as the selling shareholder in that prospectus. In light of the previously
registered resale offering pursuant to a registration statement, please provide an analysis as to why you believe this offering
is appropriately registered as an indirect primary offering in reliance on Securities Act Rule 415(a)(1)(i). Among other factors,
address the aggregate size of the resale offerings that have been registered pursuant to this purchase agreement compared to the
number of shares of common stock held by non-affiliates.

In response to this comment,
the Company believes that the offering is appropriately registered in reliance on Securities Act Rule 415(a)(1)(i) due to the following
reasons:

The Company’s
public float has substantially increased since the filing date of the resale offering registered under the registration statement
on Form S-1 (file number 333-219324) that was declared effective on August 2, 2017 (the “Prior Registration Statement”).
The current public float is approximately $19,058,429.92. It is calculated using the average of high and low prices of the Company’s
common stock on the NASDAQ Capital Market on September 27, 2017 (i.e., a date that is within 60 days prior to the proposed sale)
times 1,964,787 shares of the Company’s common stock held by non-affiliates.

One-third
of such public float is $6,352,809.97. Even after deducting from such public float amount $2,364,357.45 (which is the dollar amount
of the shares sold to Cobblestone Capital Partners, LLC (the “Selling Stockholder”) so far pursuant to the common stock
purchase agreement dated July 5, 2017 (the “Purchase Agreement”) between the Company and the Selling Stockholder, and
resold by the Selling Stockholder under the Prior Registration Statement), the remaining dollar amount available to be sold before
an amount equal to one-third the current public float would be exceeded is $3,988,452.52.

In the Current
Registration Statement, the Company proposed to register for resale $3,608,658.04 worth of shares of the Company’s common
stock (i.e., 654,929 shares of the Company common stock times $5.51 per share, based upon the average of the high and low prices
of the Company’s common stock on the NASDAQ Capital Market on October 24, 2017). Even taking into account the dollar amount
of the shares of the Company’s common stock previously registered for resale and sold by the Selling Stockholder under the
Prior Registration Statement, such aggregate amount (i.e., $5,973,015.49) would still be below an amount equal to one-third the
current public float (i.e., $6,352,809.97).

Due to market
fluctuation of the per share price of the Company’s common stock, the Company re-calculated and updated the amount that the
Company is proposing to register for resale as follows:

(A) $3,988,452.52
(i.e., the amount by which an amount equal to one-third the current public float exceeds the aggregate amount sold to date to the
Selling Stockholder under the Purchase Agreement) divided by (B) $4.50 (i.e., average of the high and low prices of the
Company’s common stock on the NASDAQ Capital Market on November 10, 2017) equals 886,322 shares of common stock.

Accordingly,
the Company (i) has amended the Current Registration Statement (by filing with U.S. Securities and Exchange Commission (the “Commission”),
concurrently with filing of this letter, Amendment No. 1 to Form S-1) proposing to register for resale $3,988,449 (i.e., 886,322
shares of the Company common stock times $4.50 per share) and (ii) hereby requests you to advise the Company when it would be appropriate
to request acceleration of the effective date of the Current Registration Statement, as amended by Amendment No. 1.

If you have any additional
questions or comments, please feel free to contact me directly at 305.588.0122 or 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.

Mail Stop 4561

November 2, 2017

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 October 26, 2017
File No. 333-221148

Dear Mr. Firer :

We have limited our review of your registration statement to th e issue we have addressed
in our comment.  In our comment, 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 informat ion.  If you do not believe our comment appl ies 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 is comment, we  may have additional comments.

General

1. We note that a Form S -1 with file number 333 -219324 was declared effective on August
2, 2017 and that Cobblestone Capital Partners, LLC  was identified as the selling
shareholde r in that prospectus .  In light of the previously registered resale offering
pursuant to a registration statement, please provide an analysis as to why you believe this
offering is appropriately registered as an indirect primary offering in reliance on
Securities Act Rule 415(a)(1)(i).  Among other factors, address the aggregate size of the
resale offerings that have been registered pursuant to this purchase agreement compared
to the number of shares of common stock held by non -affiliates.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Oleg Firer
Net Element, Inc.
November 2, 2017
Page 2

Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for  us
to review any amendment prior to the requested effective date of the registration statement.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, 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.

CORRESP
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filename1.htm

August 1, 2017

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 July 27,
2017

    File No. 333-219324

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 Wednesday, August 2, 2017, at 10:00 am (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.

Mail Stop 4561

July 31, 2017

Steven Wolberg
Chief Legal Officer & Secretary
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed July 12, 2017
File No. 001 -34887

Dear Mr. Wolberg :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Maryse Mills -Apenteng

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

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

CORRESP
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filename1.htm

July 26, 2017

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Maryse Mills-Apenteng, Special Counsel

        Bernard Nolan, Attorney-Adviser

        Ji Shin, Attorney-Advisor

    Re:
    Net Element, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed July 12, 2017

    File No. 001-34887

Dear Ms. Mills-Apenteng, Mr. Nolan and
Ms. Shin:

This letter is on behalf
of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your comments
of July 20, 2017 relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the "Filing").

For convenience of
reference, we have set forth your comments in bold below, with the Company’s response following each comment.

Proposal 2: “Approval of Amendment
to the Company’s . . . ,” page 17

 1. You state on page 20 that the number of shares reserved for issuance will be reduced proportionately.
However, in the table on page 21, the number of shares reserved for issuance under “After Reverse Stock Split Assuming Certain
Ratios” does not appear to have been reduced according to the various reverse stock split scenarios. Please revise or advise.
Further, if not already disclosed, include the estimated number of shares issuable under the Purchase Agreement with Cobblestone
Partners, LLC in the “Number of Shares Reserved for Issuance” row. Also include a brief discussion of each purpose
underlying the shares reserved for issuance.

Response

In Proposal 2: “Approval of Amendment
to the Company’s . . . ,” starting on page 17 of the Filing, the table on page 21 of the Filing was revised to:

(i) update the number
of shares reserved for issuance;

(ii) reduce the number
of shares reserved for issuance according to the various reverse stock split scenarios;

(iii) add disclosure
of estimated/reserved number of shares issuable under the Purchase Agreement with Cobblestone Partners, LLC in the “Number
of Shares Reserved for Issuance” row; and

(iv) include a brief
discussion of each purpose underlying the shares reserved for issuance.

See table on page 21 of the Filing and
Note 1 and 2 to such table.

Proposal 5: “Approval of the Issuance
Pursuant to the Stock Purchase . . . ,” page 33

 2. Please disclose the number of shares that you reasonably expect to issue under the Purchase
Agreement with Cobblestone Partners, LLC based on recent closing bid prices.

Response

In Proposal 5: “Approval of the Issuance
Pursuant to the Stock Purchase . . . ,” starting on page 33 of the Filing, a disclosure of reasonably estimated number of
shares expected to be issued under the Purchase Agreement with Cobblestone Partners, LLC based on recent closing bid prices was
added as a second full paragraph on page 35 of the Filing.

Also please note that
the Company’s board of directors determined to add an additional proposal to the Filing: submission to the shareholders’
ratification the selection of the Company’s independent registered public accounting firm for the year ending December 31,
2017. See such new Proposal 7 starting on page 37 of the Filing.

If you have any additional
questions or comments, please feel free to contact me directly at 305-588-0122 or Serge Pavluk of Snell & Wilmer L.L.P. at
714-427-7442.

Sincerely,

/s/ Jonathan New

Jonathan New

Chief Financial Officer

Net Element, Inc.

CORRESP
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July 27, 2017

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jan Woo, Legal Branch Chief Office of Information Technologies and Services

    Mitchell Austin, Staff Attorney

Re:	Net Element, Inc.

Registration Statement on Form S-3 Filed July 17, 2017

File No. 333-219324

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of July
24, 2017 regarding the Company’s Registration Statement on Form S-3 that was filed on EDGAR on July 17, 2017 (the “Registration
Statement”). For convenience of reference, we have set forth your comments in bold below, with the Company’s response
following each comment.

General

 1. It appears that you are relying on General Instruction I.B.6 to Form S-3 to register this transaction.
If true, please provide your analysis of whether the maximum number of securities issuable under your common stock purchase agreement
with Cobblestone Capital Partners, LLC at the time of its execution constituted no more than the one-third cap under General Instruction
I.B.6. For guidance, consider Question 139.23 of our Securities Act Sections Compliance and Disclosure Interpretations. If you
are not relying on General Instruction I.B.6, please advise which instruction you are relying on to register this transaction on
Form S-3 and provide an analysis of your eligibility to rely on such instruction.

In response to this comment,
the Company amended the Registration Statement (registering one-third of the Company’s public float, excluding shares beneficially
owned by the Company affiliates) from Form S-3 to Form S-1.

Selling Stockholder, page 13

 1. Section 10(g) of your common stock purchase agreement with Cobblestone
Capital Partners, LLC provides that Cobblestone “may not assign its rights or obligations under this Agreement.” However,
here you state that when you refer to the selling stockholder, you mean the entity listed in the selling stockholder table and
“its respective pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the
selling stockholder’s interests in shares of [your] common stock other than through a public sale.” Please note that
our equity line accommodation is unavailable if the investor may transfer its obligations. Accordingly, please revise your disclosure
to clarify that your registration statement only covers sales by the selling stockholder and not by any transferees. For guidance,
consider Question 139.16 of our Securities Act Sections Compliance and Disclosure Interpretations.

In response
to this comment, the Company revised the Registration Statement to clarify that it only covers sales by the selling stockholder
and not by any transferees.

If you have any additional questions or comments, please feel
free to contact me directly at 305.588.0122 or 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.

Mail Stop 4561

July 24, 2017

Steven Wolberg
Chief Legal Officer & Secretary
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element, Inc.
  Registration Statement on Form S-3
Filed  July 17, 2017
  File No.  333-219324

Dear Mr. Wolberg :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 these  comments, w e may have  additional comments.

General

1. It appears that you are relying on General Instruction I.B.6 to Form S -3 to regis ter this
transaction .  If true, please provide your analysis of whether  the maximum number of
securities issuable under  your common  stock purchase agreement with Cobble stone
Capital Partners, LLC at the time of its execution constituted no more than the one -third
cap under General Instruction I.B.6.  For guidance, consider Question 139.23 of our
Securities Act Sections Compliance and Disclosure Interpretations.  If you are not relying
on General Instruction I.B.6, please advise which instruction you are relying on  to
register this transaction on Form S -3 and provide an analysis of your eligibility to rely on
such instruction.

Steven Wolberg
Net Element, Inc.
July 24, 2017
Page 2

 Selling  Stockholder, page 13

2. Section 10(g)  of your common s tock purchase a greement  with Cobblestone Capital
Partners, LLC provides that Cobblestone “may not assign its rights or obligations under
this Agreement.”  However, here you state that when you refer to t he selling stockholder,
you mean the entity listed in the selling stockholder table and “its respective pledgees,
donees, permitted transferees, assignees, successors and others who later come to hold
any of the selling stockholder’s interests in shares of  [your] common stock other than
through a public sale.”  Please note that our  equity line accommodation is unavailable if
the investor may transfer its obligations.   Accordingly, please revise your disclosure  to
clarify that your registration statement onl y covers sales by the selling stockholder and
not by any transferees.  For guidance, consider Question 139.16 of our Securities Act
Sections Compliance and Disclosure Interpretations.

We remind you that the company and its management are responsible for t he accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rule  461 regarding requests for  acceleration .  Please allow adequate time  for us
to review any amendment prior to the  requested effective date of the registration statement.

Please contact Mitchell Austin, Staff Attorney,  at (202) 551 -3574  or me at
(202)  551-3453  with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

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

Mail Stop 4561
July 20 , 2017

Steven Wolberg
Chief Legal Officer & Secretary
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed July 12 , 2017
File No. 001 -34887

Dear Mr. Wolberg :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 2: “Approva l of Amendment to the Company’s . . . ,” page 17

1. You state on page 20 that the number of share s reserved for issuance will be reduced
proportionately.  However, in the table on page 21, the number of shares reserved for
issuance under “After Reverse Stock Split Assuming Certain Ratios” does not appear to
have been reduced according to the various r everse stock split scenarios.  Please revise or
advise.  Further, if not already disclosed, include the estimated number of shares issuable
under the Purchase Agreement with Cobblestone Partners, LLC  in the “Number of Shares
Reserved for Issuance” row.  Al so include a brief discussion of each purpose underlying
the shares reserved for issuance.

Proposal 5: “Approval of the Issuance Pursuant  to the Stock Purchase  . . . ,” page 33

2. Please disclose the number of shares that you reasonably expect to issue u nder the
Purchase Agreement with Cobblestone Partners, LLC based on recent closing bid prices.

Steven Wolberg
Net Element, Inc.
July 20, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, ac tion or absence of
action by the staff.

Please contact  Bernard Nolan, Attorney -Adviser,  at (202) 551 -6515  or Ji Shin , Attorney -
Adviser,  at (202) 551 -3579  with any questions.   If you require further assistance, you may
contact the undersigned at (202) 551 -3457.

Sincerely,

 /s/ Maryse Mills -Apenteng

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

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

CORRESP
1
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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.

CORRESP
1
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August 26, 2016

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jan Woo, Legal Branch Chief Office of Information Technologies and Services

    Jeffrey Kauten, Attorney-Adviser

 Re: Net Element, Inc.

Amendment No. 1 to Registration Statement on Form S-1 Filed
August 17, 2016

File No. 333-212591

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of August
25, 2016 regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1 that was filed on EDGAR on August
17, 2016 (the “Registration Statement”). For convenience of reference, we have set forth your comments in bold below,
with the Company’s response following each comment.

General

 1. We note your statements throughout the document that ESOUSA Holdings is not permitted to assign
its rights and obligations under the Purchase Agreement. This appears to be consistent with Section 10(g) of your purchase agreement
filed as Exhibit 10.1 to your Form 8-K filed July 12, 2016. However, you refer several times in this registration statement to
ESOUSA Holdings’ “assignees” or “transferees.” You also state on page 16 that the “selling
stockholder may transfer the shares of common stock.” Please revise or explain this apparent contradiction. Refer to Question
139.16 of our Compliance & Disclosure Interpretations of the Securities Act Rules available on our website at www.sec.gov..

In response to this comment,
the Company amended the Registration Statement to remove the references in the Registration Statement to ESOUSA Holdings’
“assignees” or “transferees,” and remove the language on page 16 that the “selling stockholder may
transfer the shares of common stock.”

If you have any additional questions or comments, please feel
free to contact me directly at 305.588.0122 or 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.

Mail Stop 4561

August 25, 2016

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

Re:  Net Element, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 17, 2017
File No. 333-212591

Dear Mr. Firer :

We have reviewed your  amended registration statement  and have the following comment.
In our comment, 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  applies t o your facts and
circumstances or do not be lieve 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 is comment , we may have additional comments.

General

1. We note your sta tements throughout the document that ESOUSA Holdings is not
permitted to assign its rights and obligations under the Purchase Agreement.   This
appears to be consistent with Section 10(g) of your purchase agreement filed as Exhibit
10.1 to your Form 8 -K filed July 12, 2016.  However, you refer several times in this
registration statement to ESOUSA Holdings’ “assignees” or “transferees.”  You also state
on page 16 that the “selling stockholder may transfer the shares of common stock.”
Please revise or explai n this apparent contradiction.  Refer to Question 139.16 of our
Compliance & Disclosure Interpretations of the Securities Act Rules available on our
website at www.sec.gov.

Oleg Firer
Net Element, Inc.
August 25, 2016
Page 2

 You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absenc e, 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.

CORRESP
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filename1.htm

August 17, 2016

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jan Woo, Legal Branch Chief Office of Information Technologies and Services

    Jeffrey Kauten, Attorney-Adviser

 Re: Net Element, Inc.

Registration Statement on Form S-1 Filed July 20, 2016

File No. 333-212591

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of August
4, 2016 regarding the Company’s Registration Statement on Form S-1 that was filed on EDGAR on July 20, 2016 (the “Registration
Statement”). For convenience of reference, we have set forth your comments in bold below, with the Company’s response
following each comment.

General

 1. We note that you are registering a significant 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 415(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 register no greater than one-third of your public float, excluding shares
beneficially owned by your affiliates.

In response to this comment,
the Company amended the Registration Statement to register one-third of the Company’s public float, excluding shares beneficially
owned by the Company affiliates.

Cover Page

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

In response
to this comment, the Company revised the cover page to include disclosure regarding other effective registration statements filed
by the Company, under which, even though no securities are currently offered concurrently with this Registration Statement, certain
shares could be offered from time to time by the Company and/or certain selling security holders named therein. The Company also
disclosed the total number of shares that may be so offered under such other concurrently effective registration statements of
the Company.

Plan of Distribution, page 15

 2. 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.

In response
to this comment, the Company revised the Registration Statement to remove references to ESOUSA Holdings, LLC being able to rely
on Rule 144.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or 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.

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.

Mail Stop 4561

October 21, 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 14 A
 Filed October 8, 2015
 File No. 001-34887

Dear Mr. New :

We have completed our review of your filing.   We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.   We u rge 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 Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Maryse Mills -Apenteng

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

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

CORRESP
1
filename1.htm

October 19, 2015

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Matthew Crispino, Attorney-Advisor

    Jeff Kauten, Attorney-Advisor

 Re: Net Element, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed October 8, 2015

File No. 001-34887

Dear Mr. Crispino and Mr. Kauten:

This letter is on behalf
of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to the letter
from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”), dated October 16, 2015, containing comments with respect to the Company’s Preliminary Proxy
Statement on Schedule 14A that was filed on EDGAR on October 8, 2015 (the “Proxy Statement”).

For convenience of
reference, we have set forth the Staff’s comments in bold below, with the Company’s response following each comment.

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, please tell us whether you presently have any plans, proposals or arrangements to issue any of the newly available
authorized shares of common stock 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 authorized shares of common stock.

The Company does not
presently have any plans, proposals or arrangements to issue any of such newly available authorized shares of common stock for
any purpose, including future acquisitions and/or financings. In response to the Staff’s comment, the Company has added a
sentence on page 7 of the Proxy Statement to this effect.

      1

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 those same categories after giving 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.

In response to the
Staff’s comment, the Company has added the following paragraph and table on page 11 of the Proxy Statement:

The table below sets forth, as
of the Record Date and for illustrative purposes only, certain approximated effects of potential Reverse Stock Split ratios between
1-for-10 and 1-for-30 on our Common Stock, inclusive (without giving effect to the treatment of fractional shares). The percentages
for each line item in the table represent the percentage of the total number of authorized shares of Common Stock both prior to
and after giving effect to the Reverse Stock Split and the assumed ratios.

    Prior to

 Reverse Stock Split

    After Reverse Stock Split Assuming Certain Ratios

    %
    1-for-10
    %
    1-for-20
    %
    1-for-30
    %

    Number of Shares Authorized
      300,000,000
      100%
      300,000,000
      100%
      300,000,000
      100%
      300,000,000
      100%

    Number of Shares Issued and Outstanding
      77,664,163
      25.9%
      7,766,417
      2.6%
      3,883,209
      1.3%
      2,588,806
      0.9%

    Number of Shares Reserved for Issuance
      53,798,626
      17.9%
      17,101,479
      5.7%
      15,062,748
      5.0%
      14,383,172
      4.8%

    Number of Shares Authorized and Unissued
      222,335,837
      74.1%
      292,233,583
      97.4%
      296,116,791
      98.7%
      297,411,194
      99.1%

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 include 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, please 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 restricted 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.

      2

In response to the Staff’s comment,
the Company has revised the description of Proposal 2 to include a plain language description of the material terms of the Company’s
agreement with its officers and directors to issue restricted common stock and options to purchase restricted common stock. In
addition, the Company has clarified the disclosure as requested by the Staff in this comment.

* * *

In connection with responding to the Staff’s
comments, and as requested by the Staff, we acknowledge the following:

 · 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.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or 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.

      3

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

CORRESP
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July 23, 2015

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-3

Filed
July 21, 2015

File
No. 333-204840

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 Friday, July 24, 2015, 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.

CORRESP
1
filename1.htm

July 21, 2015

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Matthew Crispino, Attorney-Advisor

    Ji Shin, Attorney-Advisor

 Re: Net Element, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed July 10, 2015

File No. 333-204840

Dear Mr. Crispino and Ms. Shin:

This letter is on behalf
of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to your verbal
comments of July 17, 2015 regarding Amendment No. 1 to the Company’s Registration Statement on Form S-3 that was filed on
EDGAR on July 10, 2015 (the “Registration Statement”).

For convenience of
reference, we have set forth your comments in bold below, with the Company’s response following each comment.

General

1.           The Company
has revised the Registration Statement to remove the resale of all shares of common stock underlying the Additional Notes and Additional
Warrants, however the number of the shares of common stock the resale of which is sought to be registered pursuant the Registration
Statement remained 53,600,000. Please revise your registration statement as necessary to decrease the number of the shares of common
stock the resale of which is sought to be registered pursuant the Registration Statement.

Company has revised
the Registration Statement to decrease the number of the shares of common stock the resale of which is sought to be registered
pursuant the Registration Statement from 53,600,000 shares of common stock to 40,000,000 shares of common stock. The Company calculated
such number (without counting any underlying shares for Additional Notes and Additional Warrants) based upon the issued and outstanding
Warrants and its estimate of the shares underlying the issued and outstanding Notes, including the interest and make whole amounts
payable in common stock based on such Notes’ conversion formula for Qualifying Conversion (as defined in the Notes), taking
into account the current market price of the Company common stock, plus a reasonable cushion to account for possible further decreases
in the market price of the Company common stock. For purposes of such calculation, the Company assumed the conversion price of
$0.2052 (i.e., 93% of the weighted average price of the Company common stock on July 20, 2015).

2.           The Securities
Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K filed on May 1, 2015 (as amended by an Amendment No. 1 on Form 8-K/A
filed on July 10, 2015), omitted the conformed signatures to such agreement.

The Company has filed
on July 17, 2015 an Amendment No. 2 on Form 8-K/A (the “Form 8-K/A”) to its Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 1, 2015, attaching the Securities Purchase Agreement in order to include conformed signatures
in the signature pages to the Securities Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K/A and incorporated into the
Registration Statement by reference.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or 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.

CORRESP
1
filename1.htm

July 10, 2015

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Matthew Crispino, Attorney-Advisor

    Ji Shin, Attorney-Advisor

 Re: Net Element, Inc.

Registration Statement on Form S-3

Filed June 9, 2015

File No. 333-204840

Dear Mr. Crispino and Ms. Shin:

This letter is on
behalf of Net Element, Inc. (the “Company,” “we,” “our” or “us”) in response to
your comments of July 2, 2015 regarding the Company’s Registration Statement on Form S-3 that was filed on EDGAR on June
9, 2015 (the “Registration Statement”).

For convenience of
reference, we have set forth your comments in bold below, with the Company’s response following each comment.

General

1.            We refer
to the current report on Form 8-K filed on June 16, 2015 that reported the adoption of a fee-shifting provision in your bylaws.
Please revise your registration statement to discuss the fee-shifting provision, including the types of actions subject to fee-shifting,
the level of recovery required by the plaintiff to avoid payment, who is subject to the provision (e.g., former and current shareholders,
legal counsel, expert witnesses) and who would be allowed to recover (e.g., company, directors, officers, affiliates). Address
how the recent Delaware law invalidating fee-shifting provision impacts your bylaws. Also, add risk factor disclosure about how
the provision could possibly discourage shareholder lawsuits that might otherwise benefit the company and its shareholders. In
addition, if you intend to apply the fee-shifting provision to potential federal securities law claims in the current offering,
please add appropriate risk factor disclosure.

To preemptively comply
with the State of Delaware legislation that has been passed to amend the Delaware General Corporation Law to prohibit Delaware
stock corporations from adopting bylaws with fee-shifting provisions, the Company amended to remove the fee-shifting provisions
by deleting Sections 6.07 and 6.08 of the Company bylaws. Such amendment to the bylaws removing the fee-shifting provisions is
effective as of June 15, 2015, the same date as the date of the adoption of the fee-shifting provisions in the Company’s
bylaws. The Company reported such amendment on the current report on Form 8-K filed on July 10, 2015. As the fee-shifting provisions
were removed as of the same date they were adopted, there will be no effect of the fee-shifting provisions with respect to the
Company or its shareholders. Accordingly, the Company believes that the Registration Statement does not require any discussion
or risk factor disclosure with respect to the fee-shifting provisions.

2.            We refer
to the current report on Form 8-K filed on June 23, 2015 that reported your receipt from The NASDAQ Stock Market of a potential
delisting from NASDAQ. Please disclose in the Prospectus Summary and Risk Factors that you are not in compliance with NASDAQ listing
requirements and, as a result, your stock may be subject to delisting. Please confirm that you will update your disclosure to
the extent there are any material developments.

The Company has expanded its disclosure
the Prospectus Summary by adding on page 5 of the Registration Statement a disclosure that the Company is not in compliance with
NASDAQ listing requirements and, as a result, the Company stock may be subject to delisting. In addition, the Company added on
page 9 of the Registration Statement a risk factor that the Company is not in compliance with NASDAQ listing requirements
and, as a result, the Company stock may be subject to delisting. The Company hereby confirms that it will update its disclosure
to the extent there are any material developments with respect to this matter.

3.            We note that
you seek to register shares of common stock underlying the Additional Notes and Additional Warrants that are issuable in the future.
Section 1(d) of the Securities Purchase Agreement, dated April 30, 2015, states that “each Buyer shall have the right, at
such Buyer’s sole option…to purchase from the Company… Additional Notes and Related Warrants….”
Please note that it is not appropriate to register the resale of common stock underlying a convertible security that has not yet
been issued unless the selling shareholder is irrevocably bound to purchase the convertible security and is at market risk at
the time the registration statement is filed. Here, it appears that the Buyers are able to exercise their discretion in purchasing
Additional Notes and Additional Warrants, and so are not irrevocably bound to purchase the securities. Please revise your registration
statement as necessary to remove the resale of all shares underlying the Additional Notes and Additional Warrants, or advise.
Refer to Question 139.11 of our Compliance and Disclosure Interpretations relating to Securities Act Sections.

The Company has revised
the Registration Statement to remove the resale of all shares underlying the Additional Notes and Additional Warrants.

Description Of Capital Stock

Common Stock, page 8

4.             We note
the statement that “[a]ll outstanding shares of [y]our Common Stock are fully paid and non-assessable. Because this is a
legal conclusion, please either remove the statement or attribute it to legal counsel.

The Company has removed
the statement that “[a]ll outstanding shares of [the Company’s] Common Stock are fully paid and non-assessable.”
See page 10 of the Registration Statement.

Selling Securityholders, page 12

5.            It appears
that Candlewood Special Situations Master Fund, Ltd., CWD OC 522 Master Fund, Ltd. and Flagler Master Fund SPC Ltd. – Class
A Portfolio may be broker-dealers or affiliates of broker-dealers. A selling stockholder registered as a broker-dealer who did
not receive its securities as compensation for investment banking or similar services should be identified in the prospectus as
an underwriter. With respect to any selling stockholder that is an affiliate of a broker-dealer, confirm to us that at the time
of the purchase of the securities to be resold, the seller purchased in the ordinary course of business and did not have any agreements
or understandings, directly or indirectly, with any person to distribute the securities. If you are not able to make these representations,
identify the selling stockholders as underwriters.

The Company, as advised
by Candlewood Special Situations Master Fund, Ltd., CWD OC 522 Master Fund, Ltd. and Flagler Master Fund SPC Ltd. – Class
A Portfolio, hereby confirms that none of these selling stockholders are broker-dealers or affiliates of broker-dealers. Accordingly,
the Company did not identify such selling stockholders as underwriters.

Information Incorporated by Reference,
page 16

6.            We note that
you have not incorporated by reference the current reports on Form 8-K filed on January 28, 2015, March 17, 2015 and March 20,
2015. Please incorporate by reference all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of
your last fiscal year, including reports filed subsequent to the filing of the registration statement. See Item 12(a)(2) of Form
S-3. For additional guidance, see question 123.05 of our Compliance and Disclosure Interpretations relating to Securities Act
Forms.

We have specifically
incorporated all of the Company’s filings since the end of the last fiscal year (including the current reports on Form 8-K
filed on January 28, 2015, March 17, 2015 (as amended by Form 8-K/A filed on March 20, 2015), and the additional reports filed
after the Registration Statement was filed, specifically, the current reports on Form 8-K filed on June 16, 2015, June 23, 2015
and July 10, 2015).

Item 16. Exhibits.

Exhibit 10.5

7.            Please ensure
that all exhibits are complete. In this regard, we note that the Schedule of Buyers to the Securities Purchase Agreement, filed
as Exhibit 10.4 to the Form 8-K filed on May 1, 2015, appears to be incomplete.

The Company has filed
on July 10, 2015 an Amendment No. 1 on Form 8-K/A (the “Form 8-K/A”) to its Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 1, 2015, attaching the Securities Purchase Agreement together with the completed
Schedule of Buyers to the Securities Purchase Agreement, filed as Exhibit 10.4 to the Form 8-K/A.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or 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.

July 2, 2015

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-3
Filed  June 9, 2015
  File No.  333-204840

Dear Mr. New :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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 these  comments, w e may have  additional comments.

General

1. We refer to the current report on Form 8 -K filed on June 16, 2015 that reported the
adoption of a fee -shifting provision in your bylaws.   Please revise your re gistration
statement to discuss  the fee-shifting provision, including the types of actions  subject to
fee-shifting,  the level of recovery required by  the plaintiff to avoid payment,  who is
subject to the provision (e.g., former and current shareholders, legal counsel, expert
witnesses) and who would be allowed to recover (e.g., company, directo rs, officers,
affiliates).   Address how the recent Delaware law invalidating fee -shifting provision
impacts your bylaws.   Also , add risk factor disclosure about how the provision could
possibly discourage shareholder lawsuits that might otherwise benefit th e company and
its shareholders.   In addition, if you intend to apply the fee -shifting provision to potential
federal securities law claims in the current offering, please add appropriate risk factor
disclosure .

Oleg Firer
Net Element, Inc.
July 2 , 2015
Page 2

2. We refer to the current report on Form 8 -K filed on June 23, 2015 that reported your
receipt from The NASDAQ Stock Market  of a potential delisting from NASDAQ.  Please
disclose in the Prospectus Summary and Risk Factors that you are not in compliance with
NASDAQ listing requirements and, as a resu lt, your stock may be subject to delisting.
Please confirm that you will update your disclosure to the extent there are any material
developments .

3. We note that you seek to register shares of common stock underlying the Additional
Notes and Additional War rants that are issuable in the future.  Section 1(d) of the
Securities Purchase Agreement, dated April 30, 2015 , states that “each Buyer shall have
the right, at such Buyer’s sole option…to purchase from the Company… Additional
Notes and Related Warrants….”   Please note that it is not appropriate to register the
resale of common stock underlying a convertible security that has not yet been issued
unless the selling shareholder is irrevocably bound to purchase the convertible security
and is at market risk at  the time the registration statement is filed.   Here, it appears that
the Buyers are able to exercise their discretion in purchasing Additiona l Notes and
Additional Warrants , and so are not irrevocably bound to purchase the securities.  Please
revise your registration statement as necessary to remove the resale of all shares
underlying the Additional Notes and Additional Warrants, or advise .  Refer to Question
139.11 of our Compliance and Disclosure Interpretations relating to Securities Act
Sections.

Description Of Capital Stock

Common Stock, page 8

4. We note the statement that “[a]ll outstanding shares of [y]our Common Stock are fully
paid and non -assessable.  Because this is a legal conclusion, please either remove the
statement or att ribute it to legal counsel.

Selling Securityholders , page 12

5. It appears that Candlewood Special Situations Master Fund, Ltd ., CWD OC 522 Master
Fund, Ltd. and Flagler Master Fund  SPC Ltd. – Class A Portfolio may be  broker -dealers
or affiliates of broker -dealers.  A selling stockholder registered as a broker -dealer who
did not receive its securities as compensation for investment banking or similar services
should be identified in the prospectus as an underwriter.   With respect to any selling
stockholder that is an affiliate of a broker -dealer, confirm to us that at the time of the
purchase of the securities to be resold, the seller purchased in the ordinary course of
business and did not have any agreements or und erstandings, directly or indirectly, with
any person to distribute the  securities.  If you are not able to make these representations,
identify the selling stockholders as underwriters .

Oleg Firer
Net Element, Inc.
July 2 , 2015
Page 3

 Information Incorporated by Reference , page 16

6. We note that you ha ve not incorporated by reference  the current reports on Form 8 -K
filed on January 28, 2015, March 17, 2015 and March 20, 2015.  Please incorporate by
reference all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of your l ast fiscal year, including reports filed subsequent to the filing of the
registration statement.  See Item 12(a)(2) of Form S -3.  For additional guidance, see
question 123.05 of our Compliance and Disclosure Interpretations  relating to Securities
Act Forms .

Item 16. Exhibits

Exhibit 10.5

7. Please ensure that all exhibits are complete.  In this regard, we note that the Schedule of
Buyers to the Securities Purchase Agreement , filed as Exhibit 10.4 to the Form 8 -K filed
on May 1, 2015, appears to be incompl ete.

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 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 comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
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 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  accelerati on.  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

Oleg Firer
Net Element, Inc.
July 2 , 2015
Page 4

 public offering of the securities 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.

Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579, or in her absence, me  at
(202) 551 -3456  with any questions.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
Attorney -Advisor
cc: Serge V. Pavluk, Esq.
Snell & Wilmer L.L.P.

May 19, 2015

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

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

Dear Mr. Firer :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who ar e 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 rules require .

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
cc: Serge Pavluk, Esq.
Snell & Wilmer L.L.P.

May 13, 2015

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

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

Dear Mr. Firer :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposal 2, page 15

1. For clarity, p lease revise to disclose the number of shares of common and preferred stock
that are currently authorized, as wel l as the number of shares  that are reserved for
issuance  without giving effect to the  amendment to the certificate of incorporation.

Proposal 3, page 16

2. We note your statements on pages 21 and 25 that the number of shares of common stock
issuable upo n the conversion of the preferred stock and the notes is not determinable.
However, to facilitate understanding, please provide an illustrative chart reflecting a
reasonable range of the number of shares issuable upon conversion of the preferred stock
and notes using the current market price of your common stock or the average market
price during a recent period.

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 Securities Exchange Act of

Oleg Firer
Net Element, Inc.
May 13, 2015
Page 2

 1934 and all applicable Exchange 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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging 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.

Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579, or in her absence, me at
(202) 551 -3457  with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
cc: Serge Pavluk, Esq.
Snell & Wilmer L.L.P.

CORRESP
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December 9, 2014

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-3

Filed
November 12, 2014

File
No. 333-199432

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 Wednesday, December 10, 2014, at 10:00 am (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.

CORRESP
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December 3, 2014

Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Gabriel Eckstein

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Net Element, Inc. (formerly known as Net Element International, Inc.)

Amendment No. 1 to Registration Statement on Form S-3

Filed November 12, 2014

File No. 333-199432

Dear Mr. Shuman and Mr. Eckstein:

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of November
25, 2014 regarding the Company’s Amendment No. 1 to Registration Statement on Form S-3 that was filed on EDGAR on November
12, 2014 (such Registration Statement, as amended, the “Registration Statement”).

For convenience of reference, we have set
forth your comments in bold below, with the Company’s response following each comment.

Selling Securityholders, page 10

1.           Please describe the transaction(s)
in which the selling shareholders acquired their shares.

The Company has expanded its disclosure
by describing the transactions in which the selling shareholders acquired their shares. Such additional disclosure was added as
the fourth, fifth, sixth and seventh paragraphs under the heading “Selling Securityholders.”

2.           In the last sentence of the fourth
paragraph you disclaim beneficial ownership. Please remove this disclaimer or provide us an analysis supporting your belief that
Exchange Act Rule 13d-4 disclaimers are proper outside of filings on Schedules 13D and 13G. For guidance, refer to Section III.A.4
of SEC Release No. 33-5808, which states that Rule 13d-4 permits any person to expressly declare in such person’s Schedule
13D that the filing of such a statement shall not be construed as an admission that the person is a beneficial owner of the securities
covered by such statement.

We have deleted what was the last sentence
of the eighth (formerly fourth) paragraph under the heading “Selling Securityholders” to remove the disclaimer
of beneficial ownership with respect to the shares.

3.           Please tell us whether the entities
in your table are broker-dealers or affiliates of broker-dealers. Be advised that a selling stockholder registered as a broker-dealer
who did not receive its securities as compensation for investment banking or similar services should be identified as an underwriter.
With respect to any selling stockholder that is an affiliate of a broker-dealer, disclose whether at the time of the purchase of
the securities to be resold, the seller purchased in the ordinary course of business and had any agreements or understandings,
directly or indirectly, with any person to distribute the securities. If you are not able to so represent, please identify the
selling stockholder as an underwriter.

None of the entities (selling securityholders)
set forth in the table on page 11 of the Registration Statement are broker-dealers or affiliates of broker-dealers.

Information Incorporated by Reference,
page 14

4.           Please revise to specifically incorporate
required filings after November 12, 2014, such as the Form 10-Q for the period ended September 30, 2014.

We have specifically incorporated all of
the Company’s filings after November 12, 2014 (including Form 10-Q for the period ended September 30, 2014).

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or
Joshua Schneiderman of Snell & Wilmer L.L.P. at 213.929.2545.

Sincerely,

/s/ Jonathan New

Jonathan New

Chief Financial Officer

Net Element, Inc.

November 25 , 2014

Via E -mail
Jonathan New
Chief Executive Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element, Inc.
  Amendment No. 1 to Registration Statement on Form S-3
Filed November 12, 2014
  File No. 333-199432

Dear Mr. New :

We have  limited our  review of your amended  registration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.   Unless otherwise noted, references in
this letter to prior comments refer to our letter dated October 30 , 2014.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our co mments 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 these comments, we may have additional comments.

Selling Securityholders, page 10

1. Please describe the transaction(s) in which the selling shareholders acquired their shares.

2. In the last sentence of the fourth paragraph you disclaim beneficial ownership .  Please
remov e this disclaimer or provide us an analysis supporting your belief that Exchange
Act Rule 13d -4 disclaimers are proper outside of filings on Schedules 13D and 13G.  For
guidance, refer to Section III.A.4 of SEC Release No. 33 -5808, which states that Rule
13d-4 permits any person to expressly declare in such person’s Schedule 13D that the
filing of such a statement shall not be construed as an admission that the person is a
beneficial owner of the securities covered by such statement.

3. Please tell us whether  the entities in your table are broker -dealers or affiliate s of broker -
dealers.  Be advised that a selling stockholder registered as a broker -dealer who did not

Jonathan New
Net Element, Inc.
November 25 , 2014
Page 2

 receive its securities  as compensation for investment banking or similar services should
be ide ntified as an underwriter.  With respect to any selling stockholder that is an affiliate
of a broker -dealer, disclose whether at the time of the purchase of the securities to be
resold, the seller purchased in the ordinary course of business and had any ag reements or
understandings, directly or indirectly, with any person to distribute the securities.   If you
are not able to so represent, please identify the selling stockholder as an underwriter.

Information In corporated by Reference, page 14

4. Please revise to specifically incorporate required  filings after November 12, 2014 , such as
the Form 10 -Q for the period ended September 30, 2014.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with  any questions.  If you require further assistance, you may contact Barbara
C. Jacobs, Assis tant Director, at (202) 551 -3730 .

Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief —Legal

cc: Via E -mail
 Serge Pavluk, Esq.
 Snell & Wilmer L. L.P.

CORRESP
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filename1.htm

November 10, 2014

Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Gabriel Eckstein

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Net Element, Inc. (formerly known as Net Element International, Inc.)

Amendment No. 1 to Registration Statement on Form S-3

Filed October 16, 2014

File No. 333-199432

Dear Mr. Shuman and Mr. Eckstein:

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of October
30, 2014 regarding the Company’s Registration Statement on Form S-3 that was filed on EDGAR on October 16, 2014 (the “Registration
Statement”).

For convenience of reference, we have set
forth your comments in bold below, with the Company’s response following each comment.

Cover Page

1.        Please tell us what consideration
you gave to expanding your cover page to succinctly disclose the number of shares currently being offered under your currently-effective,
resale registration statements.

The Company has expanded its disclosure
on cover page by succinctly disclosing the number of shares currently being offered under the Company’s currently-effective,
resale registration statement.

Selling Securityholders, page 10

2.        Please tell us the basis upon which
you exclude the identities of selling shareholders and related information. Refer to Rule 430B(b) of the Securities Act of 1933.

The Company has expanded its disclosure
by including the identities of selling shareholders and related information as required by Item 507 of Regulation S-K. Such additional
disclosure was added under the heading “Selling Securityholders.”

Please note that after the Registration
Statement was filed, one additional selling shareholder was added (see additional disclosure added under the heading “Selling
Securityholders”), which increased the aggregate number of the Company’s shares of common stock offered by the selling
shareholders from 15,408,597 to 19,947,334 shares.

Information Incorporated by Reference,
page 13

3.        Please revise to specifically incorporate
the Schedule 14A filed October 21, 2014.

As the Company has filed its definitive
proxy statement after the date of your comment letter, we have specifically incorporated the Company’s definitive proxy statement
on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2014.

Exhibit 5.1

4.        The text of paragraph 1, it is
unclear as to whether shares to be resold by the selling security holders are outstanding. If those shares were outstanding, please
submit a revised opinion that separately opines on the shares to be sold by selling shareholders, in accordance with the guidance
in section II.B.2.h. of Staff Legal Bulletin No. 19 (October 14, 2011). If the shares offered by the selling shareholders were
not outstanding at the time of filing, revise your prospectus to describe any pre-existing arrangement to issue these shares and
provide us with an offering completion analysis with respect to the issuance of the shares by the company to the selling security
holders.

The shares to be resold by the selling security
holders are outstanding. Accordingly, our counsel submitted a revised opinion that, in accordance with the guidance in section
II.B.2.h. of Staff Legal Bulletin No. 19 (October 14, 2011), separately opines on the shares to be sold by selling shareholders.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or
Joshua Schneiderman of Snell & Wilmer L.L.P. at 213.929.2545.

Sincerely,

/s/ Jonathan New

Jonathan New

Chief Financial Officer

Net Element, Inc.

October 30,  2014

Via E -mail
Jonathan New
Chief Executive Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element, Inc.
  Registration Statement on Form S-3
Filed October 16, 2014
  File No. 333-199432

Dear Mr. New

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where you do not believe our comments 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 these comments, we may have additional comments.

Cover Page

1. Please tell us what consideration you gave to expanding your cover  page to succinctly
disclose the number of shares currently being offered  under your currently -effective ,
resale registration statement s.

Selling Securityholders, page 10

2. Please tell us the basis upon which you exclude the identities of selling shareholders and
related information.  Refer to Rule 430B(b) of the Securities Act of 1933.

Information Incorporated by Reference, page 13

3. Please revise to specifically incorporate the Schedule 14A filed October 21, 2014.

Jonathan New
Net Element, Inc.
October 30 , 2014
Page 2

 Exhibit 5.1

4. The text of  paragraph 1, it is unclear as to whether shares to be resold by the selling
security  holders are outstanding.  If those shares were  outstanding, please submit a
revised opinion that separately opines on the shares to be sold by selling shareholders , in
accordance with the guidance in section II.B.2.h. of Staff Legal Bulletin No. 19 (October
14, 2011).  If the shares offered by the selling shareholders were n ot outstanding  at the
time of filing , revise your prospectus to describe any pre -existing arrangement to issue
these shares and provide us with an offering completion analysis with respect to the
issuance of the shares by the company to the selling security holders .

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 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 comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
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 re spect
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 fi ling; 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
Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested eff ective date of the
registration statement.

Jonathan New
Net Element, Inc.
October 30 , 2014
Page 3

 Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions.  If you require further assistance, you may contact Barbara
C. Jacobs, Assis tant Dir ector, at (202) 551 -3730 .

Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief —Legal

cc: Via E -mail
 Serge Pavluk, Esq.
 Snell & Wilmer L.L.P.

CORRESP
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October 10, 2014

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-3

Filed
February 12, 2013

File
No. 333-186621

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, October 14, 2014, at 9:00 am (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.

CORRESP
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filename1.htm

October 10, 2014

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-3

Filed
February 12, 2013

File
No. 333-186621

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, October 14, 2014, at 4:00 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.

CORRESP
1
filename1.htm

September 26, 2014

Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Ivan Griswold

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Net Element, Inc. (formerly known as Net Element International, Inc.)

Amendment No. 3 to Registration Statement on Form S-3

Filed August 29, 2014

File No. 333-186621

Dear Mr. Shuman and Mr. Griswold:

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of September
16, 2014 regarding the Company’s Amendment No. 3 to Registration Statement on Form S-3 (“Amendment No. 3”) that
was filed on EDGAR on August 29, 2014 (such Registration Statement, as amended, the “Registration Statement”).

For convenience of reference, we have set
forth your comments in bold below, with the Company’s response following each comment.

Selling Security Holders, page 9

 1. Your amended registration statement seeks to register for resale approximately 10 million shares of additional common stock.
Expand your disclosure to briefly describe the circumstances and transactions under which the selling shareholders acquired such
shares.

The Company has expanded its disclosure
by briefly describing the circumstances and transactions under which the selling shareholders acquired such shares of the Company’s
common stock. Such additional disclosure was added under the heading “Selling Securityholders.”

Please note that after Amendment No. 3 to
the Registration Statement was filed, Arco Group LLC sold its 1,150,000 shares of the Company’s common stock in reliance
on Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), and thus is no longer a selling shareholder. Accordingly,
the only selling shareholders remaining in the Registration Statement are TGR Capital LLC, MTZ Fund, LLC and MZ Capital LLC.

Please also note that after Amendment No.
3 to the Registration Statement was filed, TGR Capital LLC sold a portion of its shares of the Company’s common stock in
reliance on Rule 144. Accordingly, the Registration Statement was amended to register a lesser number of shares of additional common
stock.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or
Joshua Schneiderman of Snell & Wilmer L.L.P. at 213.929.2545.

Sincerely,

/s/ Jonathan New

Jonathan New

Chief Financial Officer

Net Element, Inc.

CORRESP
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filename1.htm

September 17, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Net Element, Inc.

Post-Effective
Amendment No. 7 on Form S-3

to
Registration Statement on Form S-4

File
No. 333-182076

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 Post-Effective Amendment No. 7 be accelerated so that the Post-Effective
Amendment No. 7 may become effective on Friday, September 19, 2014, at 4:00 p.m (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 Post-Effective Amendment No. 7.

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.

September 16, 2014

Via E -Mail
Jonathan New
Chief Executive Officer
Net Element International, Inc.
3363 NE 163rd St., Suite 705
Miami, Florida, 33130

Re: Net Element International, Inc.
Amendment No. 3 to Registration Statement on Form S -3
Filed August 29, 2014
  File No. 333-186621

Dear Mr. New:

We have reviewed your amended registration statement an d have the following comment .

Selling Security  Holders, page 9

1. Your amended registration statement seeks to register for resale approximately 10 million
shares of additional common  stock.  Expand your disclosure  to briefly describe the
circumstances and transactions under which the selling shareholders acquired such
shares.

Please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or in his absence, me at
(202) 551 -3462 with any questions.

Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief  - Legal

cc:  Via E -Mail
  Serge Pavluk, Esq.
  Snell & Wilmer, Esq.

CORRESP
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September 11, 2014

Mr. Jeff Kauten

Attorney-Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

 Re: Net Element, Inc.

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

Filed August 9, 2013

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

Filed August 29, 2014

File No. 333-182076

Dear Mr. Kauten:

This letter is on behalf of Net Element, Inc. (the “Company,”
“we,” “our” or “us”) in response to your comments of September 4, 2014 regarding the Company’s
Post-Effective Amendment No. 4 (“Amendment No. 4”) to Registration Statement on Form S-3 that was filed on EDGAR on
August 9, 2013 and Post-Effective Amendment No. 5 (“Amendment No. 5”) to Registration Statement on Form S-3 that was
filed on EDGAR on August 29, 2014 (such Registration Statement, as amended, the “Registration Statement”).

For convenience of reference, we have set forth your comments
in bold below, with the Company’s response following each comment.

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

 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 statement on or after May 23, 2013. 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
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.

The Company does not believe that it was
eligible to use the EDGAR header tag POS EX in connection with its filing of Amendment No. 4, and believes that the incorrect labeling
of the header tag is the result of a clerical error. The Company relies on the assistance of its outside legal counsel to determine
the correct EDGAR header tags to apply to its securities filings, and the Company does not recall any specific discussions in connection
with the filing of Amendment No. 4 as to whether such filing should have been made using EDGAR header tag POS EX or POS AM. Since
the filing of Amendment No. 4, the Company has engaged new outside legal counsel to assist the Company with its securities filings,
and in consultation with the Company’s new counsel, the Company has determined that Amendment No. 4 was incorrectly filed
using EDGAR header tag POS EX and should have instead been filed using EDGAR header tag POS AM. The Company confirms, however,
that no sales were made under the Registration Statement on or after May 23, 2013.

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

 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 this 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.

The Company has filed a revised legal opinion
that does not contain the referenced assumption as to the issuer.

If you have any additional questions or comments, please feel
free to contact me directly at 305.588.0122, Serge Pavluk of Snell & Wilmer L.L.P. at 714.427.7442 or Joshua Schneiderman of
Snell & Wilmer L.L.P. at 213.929.2545.

Sincerely,

/s/ Jonathan New

Jonathan New

Chief Financial Officer

Net Element, Inc.

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.

November 22 , 2013

Via E-Mail
Oleg Firer
Chief Executive Officer
Net Element International, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element International, Inc.
  Preliminary Merger Proxy Statement on Schedule 14A
  Filed September 2 7, 2013
  File No. 001-34887

Dear Mr.  Firer :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secu rities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules re quire.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc:  Via E -Mail
David Schubauer
Bilzin Sumberg  Baena Price & Axelrod LLP

CORRESP
1
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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

CORRESP
1
filename1.htm

David Schubauer, Esq.

Tel 305-350-7208

Fax 305-351-2272

dschubauer@bilzin.com

October 17, 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:

The following responses
address the comments of the reviewing Staff of the Securities and Exchange Commission (the "Commission") as set
forth in a comment letter dated October 10, 2013 (the "Comment Letter") relating to the above-referenced Preliminary
Merger Proxy Statement on Schedule 14A (the "Filing") of Net Element International, Inc. (the "Company").
As more specifically described below, attached hereto as Exhibit A ("Exhibit A") is a draft of the proposed revisions
to the Filing in response to such comments. Exhibit A is in redlining format to show changes compared to disclosures in the original
Filing. The revisions described in the below responses refer to the disclosures as set forth on Exhibit A.

Proposal 8, Approval of the Issuance,
Including for the Purposes of NASDAQ …, page 34

 1. Please revise to clarify the percentage ownership of MUSIC 1 LLC (a/k/a OOO Music1) that you contributed
to T1T Lab, LLC on September 25, 2013.

Response

The disclosures were revised
in the sixth paragraph under "Background of the K1 Issuance" to clarify the percentage ownership of MUSIC 1 LLC (a/k/a
OOO Music1) that the Company contributed to T1T Lab, LLC on September 25, 2013.

Division of Corporation Finance

U.S. Securities and Exchange Commission

October 17, 2013

Page 2 of 3

 2. Please revise to clarify the legal consequence to you of transferring the K1 Note to MUSIC 1 LLC,
including whether you remain liable for the principal amount of the note should MUSIC 1 LLC default. You should address that the
note, filed as Exhibit 10.7 with your Form 10-Q filed August 19, 2013, prohibits the assignability of the note.

Response

The disclosures were revised
in the first paragraph under "Background of the K1 Issuance" to clarify the legal consequence to the Company of transferring
the K1 Note to MUSIC 1 LLC, including whether the Company remains liable for the principal amount of the note should MUSIC 1 LLC
default. We believe that the fact that the note states that it is not assignable is not material since K1 Holding's consent to
the assignment would expressly include K1 Holding's agreement that the Company is no longer liable under the note and would be
construed as a waiver or amendment to the non-assignability provision of the note.

 3. You disclose on page 34 that the K1 Note and related loan were conditioned upon a business development
consulting agreement that would provide K1 Holding 10% ownership of your common stock; however, we were unable to locate any such
provision in Exhibit 10.7. Please revise to clarify whether this condition was an oral condition and, if so, discuss whether it
is binding under state law. Further, describe the consulting services that are to be provided by K1 Holding.

Response

The disclosures were revised
in the second paragraph under "Background of the K1 Issuance" to clarify that the condition was set forth in the then
current draft of the K1 Agreement. In addition, disclosures were added as the fourth paragraph under "Background of the K1
Issuance" describing the consulting services expected to be provided by K1 Holding.

 4. Please revise to clarify why you are seeking shareholder approval to issue up to 4% of your common
stock to K1 Holding as consideration for consulting services when your initial terms provided for only a 2% contribution from you.
Please provide a discussion of whether the terms may change and clarify, if true, that your contribution for the consulting agreement
may be up to 4% of your total outstanding shares of common stock.

Response

The disclosures were revised
by adding the third paragraph under "Background of the K1 Issuance" to clarify why the Company is seeking shareholder
approval to issue up to 4% of its common stock to K1 Holding when the initial terms provided for only a 2% contribution from the
Company. The disclosures in that paragraph also discuss that the terms may change and clarify that the Company's contribution is
expected to be 4% of its total outstanding shares of common stock (instead of 2% as initially contemplated).

Division of Corporation Finance

U.S. Securities and Exchange Commission

October 17, 2013

Page 3 of 3

 5. Please describe the consequences to you if your shareholders do not approve the issuance of up
to 4% of your shares to K1 Holding or if you, entities affiliated with Mr. Zio, and K1 Holding are unable to execute a consulting
agreement. In particular, please discuss any effect this may have on the K1 Note and the repayment date of May 14, 2015.

Response

The disclosures were revised
by adding the fifth paragraph under "Background of the K1 Issuance" describing the potential consequences to the Company
if the parties do not enter into the K1 Agreement and/or the consulting agreement or if the Company's shareholders do not approve
the issuance of up to 4% of the Company's shares to K1 Holding.

The Company has authorized me
to acknowledge on its behalf 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.

We trust that the foregoing
appropriately addresses the issues raised by the Staff’s comment letter. 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 Music1,1),
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, which at such.
The draft of the K1 Agreement at that time contemplatedprovided
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. 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 VimpelCom in Russia. 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.

    A-1

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 (aka
OOO Music1constituting 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).

As of
the date of this proxy statement, the K1 Agreement has not yet been finalized or entered into by the parties. Howeverdescribed
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. SinceHowever,
since as of the date of this proxy statement the K1 Agreement is being negotiated and
has not yet been finalized,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

October 10, 2013

Via E-Mail
Oleg Firer
Chief Executive Officer
Net Element International, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, FL 33160

Re: Net Element International, Inc.
  Preliminary Merger Proxy Statement on Schedule 14A
  Filed September 2 7, 2013
  File No. 001-34887

Dear Mr.  Firer :

We have limited our review of your filing to those issues we have addressed in our
comments.  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the req uested
response.  If  you do not believe our comment applies  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 informat ion you provide in
response to our comment , we may have additional comments.

Proposal 8, Approval of the Issuance, Including for the Purposes of NASDAQ …, page 34

1. Please revise to clarify the percentage ownership of MUSIC 1 LLC (a/k/a OOO Music1)
that you contributed to  T1T Lab, LLC on September 25, 2013.

2. Please revise to clarify the legal consequence to you of transferring the K1 Note to
MUSIC 1 LLC,  including whether you remain liable for the principal amount of the note
should MUSIC 1 LLC default.  You should address that the note, filed as Exhibit 10.7
with your Form 10 -Q filed August 19, 2013, prohibits the assignability of the note.

3. You disclo se on page 34 that the K1 Note and related loan were conditioned upon a
business development consulting agreement that would provide K1 Holding 10%
ownership of your common stock ; however, we were unable to locate any such provision

Oleg Firer
Net Element International, Inc.
October 10, 2013
Page 2

 in Exhibit 10.7.  Pleas e revise to clarify whether this condition was an oral condition and ,
if so,  discuss whether it is binding under state law.  Further, describe the consulting
services that are to be provided by K1 Holding.

4. Please revise to clarify why you are seeking sh areholder approval to issue up to 4% of
your common stock to K1 Holding as consideration for consulting services when your
initial terms provided  for only a 2% contribution from you.  Please provide a discussion
of whether the terms may change and clarify , if true,  that your contribution for the
consulting agreement may  be up to 4% of your total outstanding shares of common stock.

5. Please describe the consequences to you if your shareholders do not approve the issuance
of up to 4% of your shares to K1 Holding or if you, entities affiliated with Mr. Zio, and
K1 Holding are unable to execute a consulting agreement.  In particular, plea se discuss
any effect this may have on the K1 Note and the repayment date of May 14, 2015.

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 Exchange Act of
1934 and all applicable Exchange 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.

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

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

 staff comments or changes to disclosure in res ponse 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.

Please contact Edwin Kim , Attorney -Advisor,  at (202) 551 -3297 or , in his absence, the
undersigned at (202) 551-3457 with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

Oleg Firer
Net Element International, Inc.
October 10, 2013
Page 3

 cc:  Via E -Mail
David Schubauer
Bilzin Sumberg  Baena Price & Axelrod LLP

May 9, 2013

Via E -Mail
Jonathan New
Chief Executive Officer
Net Element International, Inc.
1450 South Miami, Ave.
Miami, Florida, 33130

Re: Net Element International, Inc.
Amendment  No. 1 to Registration Statement on Form S -3
Filed April 26, 2013
  File No. 333 -186621

Dear Mr. New:

 We have limited our review of your registration statement to those issues we have
addressed in our 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.  Where you do not believe our comments 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 these comments, we may have additional comments.

General
1.  You are proposing to register the resale of warrants that are traded on the Over -the-
Counter Bulletin Board.   Please tell us why you believe you are eligible to register
the resale of these warrants on Form S -3.  Please refer to General Instruction  I.B.3 to
Form S -3, and Question 116.2 of the Securities Act Forms Compliance and
Disclosure Interpretations.

Jonathan New
Net Element International, Inc.
May 9, 2013
Page 2

 Please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or in his absence, me at
(202) 551 -3462 with any questions.

Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief  - Legal

cc:  Via E -Mail
  William N. Haddad, Esq.
  Reed Smith LLP

May 2, 2013

Via E -Mail
Jonathan New
Chief Executive Officer
Net Element International, Inc.
1450 South Miami, Ave.
Miami, Florida, 33130

Re: Net Element International, Inc.
Post-Effective Amendment No. 3 on Form S -3 to Registration Statement on
 Form S -4
Filed  April 26, 2013
  File No. 333-182076

Dear Mr. New:

 We have limited our review of your registration statement to those issues we have
addressed in our 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.  Where you do not believe our comments 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 these comments,  we may have additional comments.

Part II.

Item 16.  Exhibits.

1. The legal opinion filed on August 23, 2012, as exhibit 5.1 and incorporated into the filing,
assumes certain fa cts that are currently readily ascertainable.  For example, it appears  the
merger and re -domiciliation transaction s were  completed , yet the opinion fails to reflect
those developments.  Accordingly, please submit a revise d opinion that remove s the
assumption s to reflect readily determinable  facts, or explain to us why this assumption is
appropriate.  Refer to Section II.B.3.a of SEC Staff Legal Bulletin No. 19.   Please also
ensure that the opinion specifies the number of shares that it concerns.

Jonathan New
Net Element International, Inc.
May 2, 2013
Page 2

 Please contact Ivan Gr iswold,  Staff Attorney, at (202) 551 -3853 or in his absence, me at
(202) 551-3462 with any questions.

Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief  - Legal

cc:  Via E -Mail
  William N. Haddad, Esq.
  Reed Smith LLP

March 8, 2013

Via E -Mail
Francesco Piovanetti
Chief Executive Officer
Net Element International , Inc.
1450 South Miami Ave.
Miami, Florida 33130

Re: Net Element International, Inc.
 Registration Statement on Form S -3
Filed February 12, 2013
 File No . 333-186621

Dear Mr. Piovanetti:

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where you do not believe our comments apply to your facts and
circums tances 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 these comments, we may have additional comments.

General

1. It appears that material relationships exist between you and your selling security holders.
We note in particular, the relationships your significant shareholder, Cazador Sub
Holdings, has with Arco Group LLC and ACM Investments LLC, and Mr. Kelley ’s role
as a director.  Given these relationships, please provide us with your analysis as to how
you determined that this offering is not a primary offering.  Please see Securities Act
Rules Compliance and Disclosure Interpretation 612.09.

2. It appears tha t you seek to register offers and sales of the common stock by current
holders of the warrants and holders who acquired the warrants outside of registered
transactions.  Please provide us with your analysis of why registration of the issuance
transactions regarding those shares is consistent with applicable legal requirements, given
that the offering of the shares underlying these warrants commenced as an unregistered
offering.   It appears that the second bullet -point on the cover page should indicate that

Francesco Piovanetti
Net Element International, Inc.
March 8, 2013
Page 2

 the registered issuance of the shares is limited to warrant holders who acquire their
warrants in registered resale transaction after the effective date of the offering.

3. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

Selling Securityholders, page 15

4. Please revise to disclose all material relationships you have had with your selling security
holders within the past three years as required by Item 507 of Regulation S -K.  Please
also revise to nam e the natural persons who have or share voting or investment power
over the shares owned by Arco Group LLC and ACM Investments LLC.

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 Securities Act of 1933 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 comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy 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 respectiv e responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any ame ndment prior to the requested effective date of the
registration statement.

Francesco Piovanetti
Net Element International, Inc.
March 8, 2013
Page 3

 Please contact Allicia Lam at (202) 551 -3316 or me at (202) 551 -3462 with any questions.

Sincerely,

 /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief -Legal

cc (by e -mail):  William N. Haddad, Esq.
 Reed Smith LLP

February 20 , 2013

Via E -Mail
Francesco Piovanetti
Chief Executive Officer
Net Element International Inc.
1450 South Miami Ave.
Miami, Florida 33130

Re: Net Element International, Inc.
 Post-Effective Amendment No. 2 to Form S -3
Filed February 12, 2013
 File No. 333-182076

Dear Mr. Piovanetti:

We have limited our review of your registration statement to those issues we have
addressed in our 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.   Where you do not believe our comments apply to your facts a nd
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 these comments, we may have additional comme nts.

General

1. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

2. Please refer to the comments in our letter dated February 15, 2013 concerning your
outstanding confidential treatment request.  All issues concerning your confidential
treatment requests must be resolved before your registration statement is declared
effective.

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 Securities Act of 1933 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.

Francesco Piovanetti
Net Element International, Inc.
February 20, 2013
Page 2

 Notwithstanding our comments, 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 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 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 effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Allicia Lam at (202) 551 -3316 or me at (202) 551 -3462 with any questions.

Sincerely,

 /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief -Legal

cc (by e -mail):  William N. Haddad, Esq.
 Reed Smith LLP

January 25, 2013

Via E -Mail
Francesco Piovanetti
Chief Executive Officer
Net Element International , Inc.
1450 South Miami Ave.
Miami, Florida 33130

Re: Net Element International, Inc.
 Post-Effective A mendment No. 1 on Form S -3 to Form  S-4
Filed  January 22, 2013
 File No.  333-182076

Dear Mr. Piovanetti :

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 .  Where you do not believe our comments apply to your facts and
circumstances or d o 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 these  comments, we may have  additional comments.

General

1. You seek to register offers and sales of the common stock upon the exercise of warrants
that were issued in a private placement.  Please provide us with your analysis of why
registration of the issuance transactions regarding those shares is consistent with
applicable legal requirements, given that the offering of the shares underlying these
warrants commenced as an unregistered offering.  Please address Section 5(c) of the
Securities Act of 1933.

2. You seek to add offers and sales of 4.34 million warrants and u nderlying shares to this
post-effective amendment.  Please provide your analysis as to how you may register these
transactions in securities for the first time by means of a post -effective amendment.
Specifically address Rule 413 of the Securities Act of 1933 in your analysis.

Francesco Piovanetti
Net Element International, Inc.
January 25, 2013
Page 2

 Information Incorporated by Reference, page 21

3. You have not incorporated by reference all of the documents required by Item 12 of Form
S-3.  Please revise to do so.

We urge all persons who are responsible for the accuracy and ade quacy 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 comments, 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 Comm ission 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 effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please contact Allicia Lam at (202) 551 -3316  or me at (202) 551 -3462  with any
questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief -Legal

cc:  William N. Haddad, Esq.
       Reed Smith LLP

CORRESP
1
filename1.htm

Cazador Acquisition Corporation Ltd.

BBVA Building, P1

254 Munoz River Avenue

San Juan, Puerto Rico 00918

August 30, 2012

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Maryse Mills-Apenteng

 Re: Registration Statement on Form S-4

File No. 333-182076

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Cazador Acquisition Corporation Ltd. (the “Company”)
hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared
effective at 4:00 p.m. Eastern Standard Time on August 31, 2012, or as soon thereafter as is practicable.

	In connection with the foregoing request
for acceleration of effectiveness, the Company acknowledges that:

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

If you have any questions concerning this
request, please do not hesitate to contact the undersigned at (787) 993-9652.

Very truly yours,

/s/ Francesco Piovanetti

Chief Executive Officer

 cc: Evan S. Jacobson, Esq. (SEC)

  Yvan-Claude Pierre, Esq. (Reed Smith LLP)

Peter Tucker, Esq. (Reed Smith LLP)

August 29, 201 2

Via Email

Francesco Piovanetti
Chief Executive Officer
Cazador Acquisition Corporation Ltd.
BBVA Building, P1
254 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

Re: Cazador Acquisition Corporation Ltd.
  Amendment No. 3 to Registration Statement on Form S-4
Filed August 23, 2012
  File No. 333 -182076

Dear Mr. Piovanetti :

 We have reviewed your letter dated August 23, 2012, and the above -referenced filing ,
and have the following comments.

Exhibit 5.1

1. Assumptions 1 and 2 on page 2 appear to be overly broad.  For guidance, refer to
Section  II.B.3.a of Staff Legal Bulletin No. 19.  Please revise.  To the extent that counsel
is unable to reach a conclusion  regarding the issues addressed in assumptions 1 and 2, it
appears that you should engage local counsel to provide an opinion regarding these
assumptions.  By analogy, please consider the guidance in Section II.B.1.e of Staff Legal
Bulletin No. 19.

Exhibi t 8.2

2. It appears inappropriate for counsel to assume that the merger will qualify as a statutory
merger under state law .  For guidance, refer to Section III.C.3 of Staff Legal Bulletin
No. 19.  Please revise.

Exhibits 8.1, 8.2, and 8.3

3. These exhibits st ate that they are “solely/only” for you and “may not be relied upon” by
anyone else.  Investors are entitled to rely on the opinion expressed.  For guidance, refer
to Section III.D.1 of Staff Legal Bulletin No. 19.  Please revise.

Francesco Piovanetti
Cazador  Acquisition Corporation Ltd.
August 29, 2012
Page 2

 Please contact Evan S. Jacobson, Attorney -Advisor,  at (202) 551 -3428  or me at
(202)  551-3457  with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc: Via Email
Yvan -Claude Pierre , Esq.
Reed Smith LLP

CORRESP
1
filename1.htm

Reed Smith
LLP

599 Lexington Avenue

New York, NY 10022-7650

+1 212 521 5400

Fax +1 212 521 5450

reedsmith.com

August 23, 2012

Ms. Maryse Mills-Apenteng

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cazador Acquisition Corporation Ltd.

Amendment No. 3 to Registration Statement on Form
S-4

Filed August 23, 2012

File No. 333-182076

Dear Ms. Mills-Apenteng:

On behalf of our client, Cazador Acquisition
Corporation Ltd., a Cayman Islands exempted company (the “Company”), we are filing on the EDGAR system a complete
copy of Amendment No. 3 to the Registration Statement (the “Amended S-4”).

As per your previous request, the Company
has included the legality and tax opinions as Exhibits 5.1, 8.1, 8.2 and 8.3 to the Amended S-4. The Company has also updated the
Amended S-4 to include disclosure regarding a credit agreement which TOT Money entered into with Alfa-Bank on August 17, 2012.
The material contracts relating this credit agreement have been included as Exhibits 10.31 and 10.32 to the Amended S-4. Finally,
the Company has updated various dates and data points in the Amended S-4. The foregoing updates are reflected in the marked copy
of the Amended S-4 that is being provided to you under separate cover.

Should you have any questions concerning
any of the foregoing, please contact me by telephone at (212) 549-0380.

    Sincerely,

    /s/ Yvan-Claude Pierre

    Yvan-Claude Pierre, Esq.

    Reed Smith LLP

 cc: Francesco Piovanetti

  Cazador Acquisition Corporation Ltd.

NEW
YORK ¨ LONDON
¨ HONG KONG ¨
CHICAGO ¨
WASHINGTON, D.C. ¨
BEIJING ¨ PARIS ¨
LOS ANGELES ¨
SAN FRANCISCO ¨ PHILADELPHIA
¨ SHANGHAI ¨
PITTSBURGH

MUNICH
¨ ABU DHABI
¨ PRINCETON ¨
NORTHERN VIRGINIA ¨
WILMINGTON ¨
SILICON VALLEY ¨
DUBAI ¨ CENTURY CITY
¨ RICHMOND ¨
GREECE

CORRESP
1
filename1.htm

        Reed Smith
        LLP

        599 Lexington Avenue

        New York, NY 10022-7650

        +1 212 521 5400

        Fax +1 212 521 5450

        reedsmith.com

August 13, 2012

Ms. Maryse Mills-Apenteng

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cazador Acquisition Corporation Ltd.

Amendment No. 1 to Registration Statement on Form
S-4

Filed July 18, 2012

File No. 333-182076

Dear Ms. Mills-Apenteng:

On behalf of our client, Cazador Acquisition
Corporation Ltd., a Cayman Islands exempted company (the “Company”), we hereby provide responses to comments
(the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”) issued
in a letter dated August 1, 2012 (the “Staff’s Letter”) regarding the Company’s above-referenced
Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”), as filed with the
U.S. Securities and Exchange Commission (the “Commission”) on July 18, 2012. Contemporaneous with this submission,
we are filing on the EDGAR system a complete copy of Amendment No. 2 to the Registration Statement (the “Amended S-4”)
reflecting the responses of the Company below.

In order to facilitate your review, we have
responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis.
The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references
are to the marked copy of the Amended S-4 that is being provided to you under separate cover. Terms used but not defined herein
have the respective meanings assigned thereto in the Amended S-4.

[Remainder of Page Intentionally Blank]

NEW
YORK ¨
LONDON ¨
HONG KONG ¨ CHICAGO
¨ WASHINGTON,
D.C. ¨ BEIJING
¨ PARIS ¨
LOS ANGELES ¨
SAN FRANCISCO ¨ PHILADELPHIA
¨ SHANGHAI ¨
PITTSBURGH

MUNICH
¨ ABU DHABI
¨ PRINCETON ¨
NORTHERN VIRGINIA ¨
WILMINGTON ¨
SILICON VALLEY ¨
DUBAI ¨ CENTURY CITY
¨ RICHMOND ¨
GREECE

    Ms. Maryse Mills-Apenteng
August 13, 2012
Page 2

 1. Please update your risk factors to discuss the June 26, 2012 letter from The Nasdaq Stock Market LLC regarding Cazador’s
compliance with the 300 minimum public holder requirement set forth in Listing Rule 5550(a)(3). See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made on page 53 of the Amended S-4.

 2. We note your response to prior comment 12 and your revised disclosure in response to prior comment 39. Please disclose the
percentage of NEI that Mr. Zoi would beneficially own if holders of approximately 49.09% of Cazador’s shares exercise their
redemption rights (i.e., the approximate maximum amount of redemptions that would still allow the merger to proceed). See Item
3 of Form S-4. In addition, add related disclosure throughout the registration statement, as appropriate.

Changes in response to the Staff’s Comment have
been made on the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting of Shareholders and on pages
13, 17, 51, 130, 133 and 151 of the Amended S-4.

 3. Please clarify whether Mr. Piovanetti has sole or shared voting power and/or investment power over Arco Group LLC. If he
shares Arco Group’s voting and/or investment power, please disclose the identities of the other persons who share such beneficial
ownership. Please make a similar revision to the post-merger beneficial ownership table on page 164.

Changes in response to the Staff’s Comment have
been made on pages 72 and 171 of the Amended S-4.

 4. Your response to prior comment 6 states that you have excluded beneficial ownership of Mr. Zoi’s shares underlying
“currently exercisable” options and warrants from the beneficial ownership table. Your response suggests that Mr. Zoi
has the ability to acquire beneficial ownership of the shares underlying the referenced options and warrants within 60 days. Please
explain to us how you determined it was proper to omit Mr. Zoi’s apparent beneficial ownership of these shares from the table.
See Exchange Act Rule 13d-3(d)(1). In addition, please explain to us why if these shares were excluded from the table, Mr. Zoi’s
beneficial ownership percentage is greater in this table than elsewhere in the registration statement. Finally, footnote 2 to the
beneficial ownership table states that Mr. Zoi is also part of several groups that share beneficial ownership. It appears that
the percentage of Mr. Zoi’s ownership of Net Element disclosed elsewhere in the registration statement does not reflect such
shared beneficial ownership. Please revise or advise.

Net Element’s beneficial ownership table includes
all shares beneficially owned by Mr. Zoi, including all shares which Mr. Zoi (directly or indirectly through entities controlled
by him) has the right to acquire through the exercise of options and warrants and through the conversion of convertible debt as
required by Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The response to prior comment 6 explains that the
variation results from the fact that, other than disclosures in Net Element’s beneficial ownership table, disclosures in
the Amended S-4 of Mr. Zoi’s percentage ownership assume a “cashless exercise” of options and warrants because
his options and warrants will be exercised on a cashless basis prior to the merger. Net Element’s beneficial ownership table
assumes that options and warrants beneficially owned by Mr. Zoi are exercised for cash since he has the right to acquire beneficial
ownership of all shares underlying options and warrants pursuant to a cash exercise. Net Element notes that all options, warrants
and convertible debt owned by Mr. Zoi (directly or indirectly through entities controlled by him) are currently exercisable or
convertible.

    Ms. Maryse Mills-Apenteng
August 13, 2012
Page 3

  As disclosed in the Amended S-4, Mr. Zoi is a member of two groups. One such group was formed as a result of Mr. Zoi and Dmitry
Kozko agreeing to vote their shares of Net Element Common Stock in favor of James Caan as a director of Net Element until December
14, 2013 (the “James Caan Agreement”). The other group was formed as a result of Mr. Zoi entering into a Shareholder
Rights Agreement dated February 24, 2012 (the “Shareholder Rights Agreement”) with Mark Global Corporation,
Kenges Rakishev, TGR Capital, LLC, MZ Capital LLC (Delaware), MZ Capital LLC (Florida) and Enerfund, LLC. Pursuant to the James
Caan Agreement and the Shareholder Rights Agreement, the respective parties have agreed to act together only for the purpose of
voting for the election of certain directors (and, in the case of the Shareholder Rights Agreement, ensuring that Net Element’s
bylaws provide for mandatory indemnification and advancement of expenses for Net Element directors). Except for the disclosures
in Net Element’s beneficial ownership table, Mr. Zoi’s percentage ownership is disclosed throughout the Amended S-4
primarily for the purpose of highlighting the extent of control that he has in approving the merger agreement, which is not a matter
subject to either the James Caan Agreement or the Shareholder Rights Agreement. Therefore, Net Element and Cazador believe it is
appropriate to exclude from the percentage of Mr. Zoi’s ownership of Net Element the shares beneficially owned by other members
of the groups in which Mr. Zoi is a member. Net Element and Cazador believe the disclosure otherwise would be misleading.

 5. We note your response to prior comments 22 and 24. Please disclose the dates of the two recent purchases of Net Element
common stock at $0.15 per share, and the range of sale prices during the prior month, prior six months, and prior year. Also discuss
the frequency of sales. In addition, please quantify the “material” potential dilution to Net Element’s shareholders
resulting from outstanding Cazador warrants that supported the $0.11 per share premium.

Changes in response to the Staff’s Comment have
been made on page 137 of the Amended S-4.

 6. In the last paragraph on page 131, you state that Cazador’s management “compiled detailed valuation information”
regarding Net Element. Please clarify whether this valuation methodology differed in any way from the valuation methodology discussed
elsewhere on page 131.

Changes in response to the
Staff’s Comment have been made on page 138 of the Amended S-4.

 7. We note your revised disclosure in response to prior comments 26, 27, and 28. Please further revise the following bullet
points on pages 135 and 136:

    Ms. Maryse Mills-Apenteng
August 13, 2012
Page 4

 · Growth potential: Include a more detailed discussion of Net Element’s “innovative” technologies
and “access to key decision makers;”

 · Barriers-to-entry by competitors: Clarify that this is a negative factor, as discussed in the related risk factor
on page 36;

 · Degree of current or potential market acceptance of the products, processes or services: Discuss the current degree
of acceptance of Net Element’s products and why Net Element believes that they will be positively received; and

 · Sensitivity of the business to general macro-economic conditions: Explain why you believe that customers will continue
to purchase “non-essential” Net Element consumer products in bad macroeconomic environments.

Changes in response to the Staff’s Comments
have been made on page 142 of the Amended S-4.

 8. Please explain why you have assumed that no shares of NEI Common Stock subject to options or warrants will be exercisable
within 60 days from the date of the anticipated closing of the business combination. To the extent that options or warrants are
exercisable within 60 days, shares underlying such options or warrants should be disclosed as beneficially owned. See Exchange
Act Rule 13d-3(d)(1).

The Company has considered the Staff’s Comment
and has revised the disclosure on page 169 of the Amended S-4 to provide that shares of NEI Common Stock subject to options or
warrants exercisable within 60 days from the date of the anticipated closing of the business combination are deemed to be outstanding
and beneficially owned for purposes of computing the percentage ownership of the holder of such options or warrants but are not
treated as outstanding for purposes of computing the percentage ownership of other persons. As a result, the shares of NEI Common
Stock disclosed as beneficially owned in the table appearing under “Post-Merger Pro Forma Security Ownership by Certain Beneficial
Owners and Management of NEI” in the Amended S-4 include shares of NEI Common Stock subject to options or warrants exercisable
within 60 days from the date of the anticipated closing of the business combination.

 9. The tabular entry for Mr. Rakishev does not appear to address his shared beneficial ownership of the shares beneficially
owned by Mark Global Corporation. Please revise.

Changes in response to the Staff’s Comment have
been made on page 170 of the Amended S-4.

 10. You discuss various related party loans to Net Element on page 99. It does not appear that you plan to file any such loan
agreements as exhibits. Please explain to us why Item 601(b)(10) of Regulation S-K is inapplicable or file the loan agreements
as exhibits.

The Company and Net Element have considered the Staff’s
Comment and have included the material contracts of Net Element as Exhibits 10.11 to 10.30 in the Amended S-4.

 11. Please file your tax and legality opinions as soon as practicable. For guidance, refer to Staff Legal Bulletin No. 19.

    Ms. Maryse Mills-Apenteng
August 13, 2012
Page 5

The Company acknowledges the Staff’s
Comment and undertakes to file the tax and legality opinions by an amendment as soon as practicable.

[Signature Page Follows]

    Ms. Maryse Mills-Apenteng
August 13, 2012
Page 6

Should you have any questions concerning
any of the foregoing, please contact me by telephone at (212) 549-0380.

    Sincerely,

    /s/ Yvan-Claude Pierre

    Yvan-Claude Pierre, Esq.

    Reed Smith LLP

 cc: Francesco Piovanetti

Cazador Acquisition Corporation
Ltd.

August 1 , 201 2

Via Email

Francesco Piovanetti
Chief Executive Officer
Cazador Acquisition Corporation Ltd.
BBVA Building, P1
254 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

Re: Cazador Acquisition Corporation Ltd.
  Amendment No. 1 to Registration Statement on Form S-4
Filed July 18, 2012
  File No. 333 -182076

Dear Mr. Piovanetti :

 We have reviewed your letter dated July 17, 2012, and the above -referenced filing, and
have the following comments.  Where we reference prior comments, we are referring to our
July 10, 2012 letter.

Risk Factors , page 30

1. Please update your risk factors to discuss the June 26, 2012 letter from The Nasdaq Stock
Market LLC regarding  Cazador’s compl iance with the 300 minimum public holder
requirement set forth in Li sting Rule  5550(a)(3).  See Item 3 of Form S -4.

Risk Factors Relating to the Business Combination

“Following consummation of the merger, Mike Zoi… ,” page 50

2. We note your response to prior c omment 12 and your revised disclosure in response to
prior comment 39.  Please disclose the percentage of NEI that Mr. Zoi would beneficially
own if holders of approximately 49.09% of Cazador’s shares exercise their redemption
rights (i.e., the approximate  maximum amount of redemptions that would still allow the
merger to proceed).  See Item 3 of Form S -4.  In addition, add related disclosure
throughout the registration statement, as appropriate.

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
August 1 , 2012
Page 2

 Information About Cazador

Security Ownership of Certain Ben eficial Owners and Management and Related Shareholder
Matters, page 70

3. Please clarify whether Mr. Piovanetti has sole or shared voting power and/or investment
power over Arco Group LLC .  If he shares Arco Group’s voting and/or investment
power, please disclose the identities  of the other persons who share such beneficial
ownership.  Please make a similar revision to the post -merger beneficial ownership table
on page 164.

Information About  Net Element

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters, page 107

4. Your response to prior comment 6 states that you have excluded beneficial ownership of
Mr. Zoi’s shares underlying “currently exercisabl e” options and warrants from the
beneficial ownership table.  Your response suggests that Mr. Zoi has the ability to acquire
beneficial ownership of the shares underlying the referenced options and warrants within
60 days .  Please explain to us how you det ermined it was proper to omit Mr. Zoi’s
apparent beneficial ownership of these shares from the table.  See Exchange Act
Rule  13d-3(d)(1).  In addition, please explain to us why if these shares were excluded
from the table, Mr. Zoi’s beneficial ownership pe rcentage is greater in this table than
elsewhere in the registration statement.  Finally, footnote 2 to the beneficial ownership
table states that Mr. Zoi is also part of several groups that share beneficial ownership.  It
appears that the percentage of Mr . Zoi’s ownership of Net Element disclosed elsewhere
in the registration statement does not reflect such shared beneficial ownership.  Please
revise or advise.

The Business Combination

Background of the Business Combination

Background, page 130

5. We note  your response to prior comments 22 and 24.  Please disclose the dates of the two
recent purchases of Net Element common stock at $0.15 per share, and the range of sale
prices during the prior month, prior six months, and prior year.  Also discuss the
frequency of sales.  In addition, please quantify the “material” potential dilution to Net
Element’s shareholders resulting from outstanding Cazador warrants that supported the
$0.11 per share premium.

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
August 1 , 2012
Page 3

 6. In the last paragraph on page 131, you state that Cazador ’s management “compiled
detailed valuation information” regarding Net Element.  Please clarify whether this
valuation methodology differed in any way from the valuation methodology discussed
elsewhere on page 131.

Recommendation of the Cazador Board; Caza dor’s Reasons for the Business Combination,
page  134

7. We note your revised disclosure in response to prior comments 26, 27, and 28.  Please
further revise the following bullet points on pages 135 and 136:

 Growth potential : Include a more detailed discussion of Net Element’s  “innovative”
technologies  and “access to key decision makers;”
 Barriers -to-entry by competitors : Clarify that this is a negative factor, as discussed in
the related risk factor on page 36 ;
 Degree of curren t or potential market acceptance of the products, processes or
services : Discuss the current degree of acceptance of Net Element’s products and why
Net Element believes that they will be positively received; and
 Sensitivity of the business to general macro -economic conditions : Explain why you
believe that customers will continue to purchase “non -essential” Net Element
consumer products in bad macroeconomic environments.

Post-Merger Pro Forma Security Ownership by Certain Beneficial Owners and Management of
NEI, page 163

8. Please explain why you have assumed that no shares of NEI Common Stock subject to
options or warrants will be exercisable within 60 days  from the date of the anticipated
closing of the business combination.  To the extent that options or wa rrants are
exercisable within 60 days, shares underlying such options or warrants should be
disclosed as beneficially owned.  See Exchange Act Rule 13d -3(d)(1).

9. The tabular entry for Mr. Rakishev does not appear to address his shared beneficial
ownership of the shares beneficially owned by Mark Global Corporation.  Please revise.

Exhibits and Financial Statements Schedules , page II-1

10. You discuss various related party loans to Net Element on page 99.  It does not appear
that you plan to file any such loan  agreements as exhibits.  Please explain to us why
Item 601(b)(10) of  Regulation S -K is inapplicable  or file the loan agreements as exhibits.

11. Please file your tax and legality opinions as soon as practicable.  For guidance, refer to
Staff Legal Bulletin No. 19.

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
August 1 , 2012
Page 4

 Please contact Evan S. Jacobson, Attorney -Advisor,  at (202) 551 -3428  or me at
(202)  551-3457  with any questions.   If you require additional assistance, you may contact
Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc: Via Email
Yvan -Claude Pierre , Esq.
Reed Smith LLP

CORRESP
1
filename1.htm

    Reed Smith LLP

    599 Lexington Avenue

    New York, NY 10022-7650

    +1 212 521 5400

    Fax +1 212 521 5450

    reedsmith.com

July 17, 2012

Ms. Maryse Mills-Apenteng

Special Counsel

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        	Cazador Acquisition Corporation Ltd.

Registration Statement on Form S-4

Filed June 12, 2012

File No. 333-182076

Dear Ms. Mills-Apenteng:

On behalf of our client, Cazador Acquisition
Corporation Ltd., a Cayman Islands exempted company (the “Company”), we hereby provide responses to comments
(the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”) issued
in a letter dated July 10, 2012 (the “Staff’s Letter”) regarding the Company’s above-referenced
Registration Statement on Form S-4 (the “Registration Statement”), as filed with the U.S. Securities and Exchange
Commission (the “Commission”) on June 12, 2012. Contemporaneous with this submission, we are filing on the EDGAR
system a complete copy of Amendment No. 1 to the Registration Statement (the “Amended S-4”) reflecting the responses
of the Company below.

In order to facilitate your review, we have
responded, on behalf of the Company, to each of the Comments set forth in the Staff’s Letter, on a point by point basis.
The Comments are set forth below in bold font and our response follows each respective Comment. In our response, page number references
are to the marked copy of the Amended S-4 that is being provided to you under separate cover. Terms used but not defined herein
have the respective meanings assigned thereto in the Amended S-4.

NEW YORK
¨ LONDON ¨ HONG KONG ¨
CHICAGO ¨ WASHINGTON, D.C. ¨ BEIJING
¨ PARIS ¨ LOS ANGELES ¨
SAN FRANCISCO ¨ PHILADELPHIA ¨
SHANGHAI ¨ PITTSBURGH

MUNICH
¨ ABU DHABI ¨ PRINCETON ¨
NORTHERN VIRGINIA ¨ WILMINGTON ¨
SILICON VALLEY ¨ DUBAI ¨ CENTURY CITY
¨ RICHMOND ¨ GREECE

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 2

General

1.           We
note the discussion on page F-60 regarding Net Element’s acquisition of Motorsport, LLC in February 2011. Tell us how you
considered the guidance in Items 17(a) and 14(e) of Form S-4 to include financial statements and pro forma information pursuant
to Rules 8-04 and 8-05 of Regulation S-X for this acquisition. In your response, please provide the significance test calculations
that support your conclusion.

The information required by Items 2.01 and 9.01 of
Form 8-K for the Motorsport acquisition was included by Net Element in its Transition Report, as amended, on Form 10-KT/A filed
with the Securities and Exchange Commission on February 3, 2011 pursuant to the Staff's guidance set forth in Question 101.01 of
the Division of Corporation Finance Compliance and Disclosure Interpretations on Exchange Act Form 8-K. The triggering event (completion
of Net Element's acquisition of Motorsport, LLC) occurred on February 1, 2011, which was within four business days before Net Element's
filing of such Form 10-KT/A.

Based on the level of significance as determined under
Rule 1-02(w) of Regulation S-X, Net Element included audited financial statements of Motorsport.com, Inc. for the years ended December
31, 2010 and 2009.

2.           Please
tell us whether you consider OpenFilm to be a predecessor to the company’s business and explain, in detail, the basis for
your conclusion.

Net Element does not consider Openfilm, LLC to be a predecessor to Net Element's business as it believes its own operations
prior to its acquisition of Openfilm, LLC on December 14, 2010 were not insignificant relative to the operations acquired of Openfilm,
LLC. As stated in Section 1170.1 of the Division of Corporation Finance Financial Reporting Manual, for purposes of financial statements,
the designation of an acquired business as a predecessor is generally not required except where a registrant succeeds to substantially
all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant's
own operations before the succession appear insignificant relative to the operations assumed or acquired. From April 1, 2010 (following
Net Element's exit from the oil and gas service industry) up until Net Element's acquisition of Openfilm, LLC, Net Element pursued
a strategy to develop and/or acquire technology and applications for use in the online media industry while concurrently pursuing
the development of an alternative energy services business. Net Element abandoned its efforts to develop an alternative energy
services business to focus only on the online media industry near the time that it acquired Openfilm, LLC.

The table below reflects the results of operations
of both Net Element and Openfilm for the period from January 1, 2010 through December 13, 2010 (the day prior to Net Element's
acquisition of Openfilm, LLC):

    Openfilm, LLC
    Net Element, Inc.

    Sales
      38,655
      -

    Less: Cost of Sales
      313,672
      1,394

    Gross Margin
      (275,017 )
      (1,394 )

    Operating Expenses
      538,057
      2,059,604

    Operating Loss
      (813,074 )
      (2,060,998 )

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 3

Both Net Element and Openfilm had de minimus sales
during the foregoing period. However, Net Element was actively working on developing technologies and applications for use in the
online media industry during the period, resulting in an operating loss of more than $2 million. Net Element's operating expenses
during the period include approximately $1.2 million of compensation expense attributable to the compensation of Net Element's
executive officers and approximately $200,000 of expenses attributable to filing fees, D&O insurance, investor relations fees,
professional fees and miscellaneous expenses that Net Element considers to be unrelated to its development activities. After deducting
such expenses, Net Element's operating expenses that are directly attributable to its development activities totals approximately
$700,000, which is significant relative to the operations acquired of Openfilm, LLC.

3.           Please
tell us when you filed an Item 2.01/9.01 Form 8-K for the Motorsport acquisition, or how you determined that a Form 8-K was not
required.

Please see the response to Comment 1 above.

Notices of Special Meeting of Shareholders

4.           Please
disclose the percentage of your outstanding shares beneficially owned by your sponsor both here and in the applicable “Questions
and Answers for Cazador Shareholders” on page 11.

Changes in response to the Staff’s Comment have
been made on the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting of Shareholders and on pages
8, 58, 69, 116, 120 and 121 of the Amended S-4.

Forward-Looking Statements, page i

5.           Please
delete the reference to the “Private Securities Litigation Reform Act of 1995.” As a blank check company, you cannot
rely on this safe harbor. See Section 27A(b)(1)(B) of the Securities Act.

Changes in response to the Staff’s Comment have
been made to the “Forward-Looking Statements” on page i of the Amended S-4.

Summary

How do the Net Element insiders intend to vote their shares,
page 17

6.           Here
and elsewhere, you state that Mr. Zoi owns, in combination with the holdings of entities that he controls, approximately 59.4%
of the issued and outstanding shares of Net Element’s common stock as of June 11, 2012 (67.2% assuming the exercise of options
and warrants Mr. Zoi owns which are currently exercisable). Please explain why this appears to vary from your beneficial ownership
disclosure on page 139.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 4

 The variation results from the fact
that, other than the table appearing under “Security Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters” on page 106 of the Amended S-4, the Company has assumed a cashless exercise by Mr. Zoi of
options and warrants which he owns and which are currently exercisable. The table appearing under “Security Ownership
of Certain Beneficial Owners and Management and Related Shareholder Matters” on page 106 is presented in compliance
with Item 403 of Regulation S-K and does not make such an assumption. However, given that Mr. Zoi will enter into a
conversion agreement in connection with the merger pursuant to which the Net Element stock options and warrants he owns will
be exercised on a cashless basis, the Company and Net Element believe that it is appropriate to present Mr. Zoi’s
dilutive ownership of Net Element Common Stock under the assumption of a cashless exercise elsewhere in the Amended S-4. As a
result, the disclosure appearing on the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting
of Shareholders and on pages 12, 41, 124, 127 and 145 of the Amended S-4 has been revised to clarify this difference.

Interests of Officers and Directors in the Business Combination,
page 26

7.           Please
quantify the financial interests referenced in this section. Make a similar revision to the related risk factor on page 62.

Changes in response to the Staff’s Comment have been made to pages 19 and 49 of the Amended S-4.

Risk Factors

Risk Factors Relating to Cazador

“Cazador may have insufficient
time or funds to complete an alternative… ,” page 38

8.           This
risk factor is nearly identical to the immediately preceding and following risk factors. Please revise to avoid unnecessary duplication.

Changes in response to the Staff’s Comment have
been made to page 30 of the Amended S-4.

“Cazador’s working capital will be reduced
if holders… ,” page 43

9.          Please
disclose that at least $23.5 million must remain in your trust fund in order for the merger to proceed.

Changes in response to the Staff’s Comment have
been made to pages 9, 30, 31, 34, 53, 58 and 139 of the Amended S-4.

Risk Factors Relating to Net Element

“Net Element’s financial condition creates
doubt whether it will continue … ,” page 45

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 5

10.         Please
disclose that Net Element’s independent registered public accounting firm issued a going concern opinion for its audit of
the financial statements in Net Element’s annual report on Form 10-K for the fiscal year ended December 31, 2011. See Item
3 of Form S-4. Please make a similar revision to the related disclosure on page 123.

Changes in response to the Staff’s Comment have
been made to pages 35 and 95 of the Amended S-4.

Risk Factors Relating to the Business Combination

“There are inherent risks in the Cazador board’s
performing its own valuation… ,” page 60

11.         Please
discuss the risk that the lack of a fairness opinion may cause increased numbers of your shareholders to demand redemption, depleting
trust funds, and potentially impacting your ability to consummate the acquisition. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 47 of the Amended S-4.

“Both Cazador shareholders and Net Element shareholders
will have a reduced… ,” page 63

12.         In
this risk factor, or a new risk factor, please discuss the risks associated with Mr. Zoi’s post-merger beneficial ownership
of at least 54.3% of the company, assuming no redemptions of shares held by Cazador shareholders. See Item 3 of Form S-4. In addition,
add related disclosure to the cover page, notices of special meeting of shareholders, and summary.

Changes in response to the Staff’s Comment
have been made to   the cover page of the joint proxy statement/prospectus, in the Notices of Special Meeting of Shareholders
and on pages 13, 50, 124, 127 and 145 of the Amended S-4.

“Cazador and Net Element will incur significant
transaction and merger-related…,” page 65

13.         Please
quantify the estimated costs, if known and material. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 51 of the Amended S-4.

“A portion of the funds in the trust account may
be used to redeem… ,” page 68

14.         Please
discuss whether $23.5 million, the amount that must remain in your trust fund in order for the merger to proceed, is sufficient
to fund the working capital requirements of the post-merger company. See Item 3 of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 53 of the Amended S-4.

Information About Cazador, page 69

15.         Article
47.1(b) of your Articles of Association requires you to acquire at least a controlling interest of a target business (meaning more
than 50% of the voting securities of such target business). Please discuss this requirement and how your proposed acquisition of
Net Element complies with such requirement.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 6

Changes in response to the Staff’s Comment have
been made to pages 57 and 58 of the Amended S-4.

Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters, page 91

16.         Please
disclose the person or persons with sole or shared voting power and/or investment power over the shares beneficially owned by each
legal entity. See Item 18(a)(5)(ii) of Form S-4.

Changes in response to the Staff’s Comment have
been made to page 71 of the Amended S-4.

Information About Net Element

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Overview, page 114

17.         Please
discuss the key challenges Net Element is facing. See Item 17(b)(5) of Form S-4, and for guidance, refer to Section III.A of SEC
Release No. 33-8350. For example, we note the various business risks discussed on pages 45 through 51.

Changes in response to the Staff’s Comment have been made to page 89 of the Amended S-4.

The Special Meeting of Cazador Shareholders

Voting by Cazador’s Directors, Executive Officers
and Sponsor, page 150

18.         Please
quantify the number of shares held by Cazador’s directors, executive officers, and sponsor here, and wherever else referenced.
See Item 18(a)(5)(i) of Form S-4.

Changes in response to the Staff’s Comment have
been made to the cover page of the joint proxy statement/prospectus and on pages 8, 58, 69, 116, 120 and 121 of the Amended S-4.

Cazador Proposal No. 1 — Approval and Adoption of
the Merger Agreement, page 154

19.         Please
clarify that even if a majority of your shareholders approve this proposal, you cannot proceed with the merger unless at least
two-thirds of your shareholders approve Cazador Proposal No. 2. Please also disclose that even if a majority of shareholders approve
the transaction, you cannot proceed with the merger if, due to redemptions by shareholders, you have less than $23.5 million in
the trust account.

Changes in response to the Staff’s Comment have
been made to page 120 of the Amended S-4.

Cazador Proposal No. 2 — Approval of the Cazador
Domestication, page 155

20.         Please
disclose what will happen if your shareholders approve this proposal, but do not approve Cazador Proposal No. 1.

        Ms. Maryse Mills-Apenteng

        July 17, 2012

        Page 7

Changes in response to the Staff’s Comment have
been made to pages 8, 15, 121 and 132 of the Amended S-4.

The Business Combination

General Description of the Business Combination, page
165

21.         You
state that the Exchange Ratio “initially” is 0.025 shares of NEI common stock per share of Net Element common stock.
Please clarify here, and throughout the registration statement, if any of the following are currently contemplated between now
and completion of the merger: stock splits, reverse stock splits, stock dividends, extraordinary cash dividends, reorganizations,
recapitalizations, reclassifications, combinations, ex

July 10 , 201 2

Via E -mail
Francesco Piovanetti
Chief Executive Officer
Cazador Acquisition Corporation Ltd.
BBVA Building, P1
254 Muñoz Rivera Avenue
San Juan, Puerto Rico 00918

Re: Cazador Acquisition Corporation Ltd.
  Registration Statement on Form S-4
Filed June 12, 2012
  File No. 333 -182076

Dear Mr. Piovanetti :

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 appropriate, 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 the discussion on page F -60 regarding Net Element’s acquisition of Motorsport,
LLC in February 2011.   Tell us how you considered the guidance in Item s 17(a) and
14(e) of Form S -4 to include financial statements and pro forma information pursuant to
Rules 8 -04 and 8 -05 of Regulation S -X for this acquisition.   In your response, please
provide the significance test calculations  that support your conclusion.

2. Please t ell us whether you consider OpenFilm to be a predecessor to the company’s
business and explain, in detail, the basis for your conclusion.

3. Please t ell us whe n you filed an Item 2.01/9.01 Form 8 -K for the Motorsport acquisition,
or how you determined that  a Form 8 -K was not required.

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 2

 Notices of Special Meeting of Shareholders

4. Please disclose the percentage of your outstanding shares beneficially owned by your
sponsor both here and in the applicable “Questions and Answers for Cazador
Shareholders” on pa ge 11 .

Forward -Looking Statements, page i

5. Please delete the reference to the “Private Securities Litigation Reform Act of 1995 .”  As
a blank check company, you cannot rely on this safe harbor.  See Section 27A(b)(1)(B) of
the Securities Act.

Summary

How do the Net Element insiders intend to vote their shares, page 17

6. Here and elsewhere, you state that Mr. Zoi  owns, in combination with the holdings of
entities that he controls, approximately 59.4% of the issued and outstanding shares of Net
Element ’s common stock as of June 11, 2012 (67.2% assuming the exercise of options
and warrants Mr. Zoi owns w hich are currently exercisable) .  Please explain why this
appears to vary from your beneficial ownership disclosure on page 139.

Interests of Officers and Directors in the Business Combination, page 26

7. Please quantify the financial interests referenced in this section .  Make a similar revision
to the related risk factor on page 62.

Risk Factors

Risk Factors Relating to Cazador

“Cazador may have insuffici ent time or funds to complete an alternative… ,” page 38

8. This risk factor is nearly identical to the immediately preceding and following risk
factors.  Please revise  to avoid unnecessary duplication .

“Cazador’s working capital will be reduced if holders… ,” page 43

9. Please disclose that at least $23.5 million must remain in your trust fund in order for the
merger to proceed.

Risk Factors Relating to Net Element

“Net Element’s financial condition creates doubt whether it will continue… ,” page 45

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 3

10. Please disclose that Net Element’s independent registered public accounting firm issued a
going concern opinion for its audit of the financial statements in Net Element’s annual
report on Form 10 -K for the fiscal year ended December 31, 2011.  See Item 3 of
Form  S-4.  Please make a similar revision to the related disclosure on page 123.

Risk Factors Relating to the Business Combination

“There are inherent risks in the Cazador board’s performing its own valuation… ,” page 60

11. Please discuss the risk that the lack of a fairness opinion may cause  increased numbers of
your shareholders to demand redemption, depleting trust funds, and potentially impacting
your ability to consummate the acquisition.  See Item 3 of Form  S-4.

“Both Cazador shareholder s and Net Element s hareholders will have a reduced… ,” page 63

12. In this risk factor, or a new risk factor, please discuss the risks associated with Mr. Zoi’s
post-merger beneficial ownership of at least 54.3% of the company, assuming no
redemptions of shares held by Cazador s hareholders.  See Item 3 of Form S -4.  In
addition, add related disclosure to the cover page, notices of special meeting of
shareholders, and summary .

“Cazador and Net Element will incur significant transaction and merger -related… ,” page 65

13. Please quanti fy the estimated costs, if known and material.  See Item 3 of Form S -4.

“A portion of the funds in the trust account may be used to redeem… ,” page 68

14. Please discuss whether $23.5 million, the amount that must remain in your trust fund in
order for the merger to proceed, is sufficient to fund the working capital requirements of
the post -merger company.  See Item 3 of Form S -4.

Information About Cazador, page 69

15. Article 47.1(b) of your Articles of Association requires you to acquire at least a
controlli ng interest of a target business (meaning more  than 50% of the voting securities
of such target business) .  Please discuss this requirement and how your proposed
acquisition of Net Element complies with such requirement.

Security Ownership of Certain Bene ficial Owners and Management and Related Shareholder
Matters, page 91

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 4

 16. Please disclose the person or persons with sole or shared voting power and/or investment
power over the shares beneficially owned by each legal entity .  See Item 18(a)(5)(ii) of
Form S -4.

Information about Net Element

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 114

17. Please discuss the key challenges Net Element is facing.  See Item 17(b)(5) of Form S -4,
and for guidance, refer t o Section  III.A of SEC Release No. 33 -8350.  For example, we
note the various business risks discussed on pages 45 through 51.

The Special Meeting of Cazador Shareholders

Voting by Cazador’s Directors, Executive Officers and Sponsor, page 150

18. Please quantify the number of shares held by Cazador’s directors, executive officers, and
sponsor here, and wherever else referenced.   See Item 18(a)(5)(i) of Form S -4.

Cazador Proposal No. 1 — Approval and Adoption of the Merger Agreement, page 154

19. Please clarify that even if a majority of your shareholders approve this proposal, you
cannot proceed with the merger unless at least two -thirds of your shareholders approve
Cazador Proposal No. 2.  Please also disclose that even if a majority of shareholders
approve the transaction, you cannot proceed with the merger  if, due to redemptions by
shareholders, you have less than $23.5 million in the trust account.

Cazador Proposal No. 2 — Approval of the Cazador Domestication, page 155

20. Please disclose what will happen if your shareholders approve this proposal, but do not
approve Cazador Proposal No. 1.

The Business Combination

General Description of the Business Combination, page 165

21. You state that the Exchange Ratio “initially” is 0.025 shares of NEI common  stock per
share of Net Element common stock.   Please clarify here, and throughout the registration
statement, if any of the following are currently contemplated between now and
completion of the merger: stock splits, reverse stock splits, stock dividends,  extraordinary
cash dividends, reorganizations, recapitalizations, reclassifications, combinations,
exchange of shares or other like changes.  If none of these events are currently

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 5

 contemplated, explain how the Exchange Ratio would be other than 0.025 shar es of NEI
common stock per share of Net Element common stock.

Background of the Business Combination

Background, page 166

22. The penultimate paragraph on page 167 states that your management determined that the
fair market value of Net Element was approxim ately $107 million by multiplying the last
reported sale price per share of Net Element common stock by the number of shares to be
acquired.  Discuss how you determined that this was an appropriate method for valuing
Net Element, including any other valuat ion methods considered by management, such as
the values of comparable businesses, earnings and cash flow , book value , liquidation
value, etc., and why you chose not to use these valuation methods.  In addition, it appears
that Net Element is not traded in  an active market , and traded between $0.01 per share
and $1.05 per share during the last fifteen months .  Discuss how you determined that the
last reported sales price was an appropriate indicator of the value of Net Element.

23. The penultimate paragraph on page 167 states that your management determined the fair
market value of Net Element.  The prospectus fo r your initial public offering stated that
the fair market value of a target business or businesses would  be determined by the
disinterested members of your board of directors.   Please explain.  To the extent that the
procedures used to  determin e the fair market value of Net Element varied from the
procedures described in the prospectus for your initial public offering, please include
relevant risk factor disclosure.

24. Please revise the last paragraph on page 167 to provide a detailed discussion of  how you
determined the Exchange Ratio, and the amount and type of consideration, and any
related negotiations between you and Net Element.

The Cazador Domestication, page  168

25. Please discuss why Cazador’s change of jurisdiction of incorporation was inclu ded as a
condition to closing the merger.

Recommendation of the Cazador Board; Cazador’s Reasons for the Business Combination,
page  172

26. On pages 172 and 173, you list considerations that your board of directors thought should
be of primary importance wit h respect to any acquisition candidate.  Please discuss how
your board of directors considered each of these factors in recommending a business
transaction with Net Element.  See Item 4(a)(2) of Form S -4.

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 6

 27. You assert on page 173 , and elsewhere , that Net El ement has advantages in certain
criteria, such as its strategic position and business model, among others .  Please provide a
more detailed explanation of how your management concluded that Net Element had
advantages in these areas .  See Item 4(a)(2) of For m S-4.

28. Please discuss any risks and other potentially negative factors considered by your board
of directors.   See Item 4(a)(2) of Form S -4.

Recommendation of the Net Element Board; Net Element’s Reasons for the Business
Combination, page  178

29. Please revise the last paragraph on page 178 to explain why Mr. Piovanetti and ACM
reviewed Net Element’s business plan and opportunities and advised Net Element on its
operational and financial prospects in 2011.

Interests of Officers and Directors in th e Business Combination

Interests of Cazador Officers and Directors in the Business Combination, page  183

30. In the second bullet point, please quantify the number of shares underlying warrants held
by Cazador’s sponsor.  See Item 18(a)(5)(i) of Form S -4.

Interests of Net Element Officers and Directors in the Business Combination, page  184

31. Please disclose the names of the officers and directors of Net Element that will become
officers and directors of Cazador.

32. Please revise the fourth and fifth bullet po ints to discuss how the restricted stock and Net
Element stock options, warrants and other convertible securities held by Net Element
executive officers and directors will be treated.  In addition, quantify the amounts held,
and the shares that they will r eceive.

33. Please revise the first bullet point on page 185 to explain the share escrow and note
transfer arrangements entered into between the executive officers of Net Element and Net
Element’s principal shareholders in connection with the merger .

34. Please revise the second bullet point on page 185 to explain why Mr. Zoi, through
Enerfund, LLC, paid a portion of Cazador’s legal fees.

The Merger Agreement, page  197

35. You state that the summary describes “certain” material provisions of the merger
agree ment.  Please remove the suggestion that this section is not materially complete .

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 7

 36. You state  that the merger agreement is not intended to provide any factual information
about Cazador or Net Element , and that investors and security holders should not rely on
the representations and warranties in the merger agreement .  Please remove any potential
implication that the merger agreement does not constitute disclosure about the company ,
and may not be relied upon .  Statements that other disclosure regarding the company
included or incorporated in the registration statement  may supplement, update or modify
the disclosure in the merger agreement may be appropriate.  In addition, statements about
the intent of the parties with respect to the information in the merge r agreement at the
time of execution may also be appropriate.   For guidance, refer to  SEC Release
No. 34-51283 (March  1, 2005).

37. You state that the representations and warranties in the merger agreement “ are qualified
by” information in the disclosure schedules provided by Net  Element and Cazador in
connection with the signing of the merger agreement, and that the disclosure schedules
modif y, qualif y and create exceptions to the representations and warranties set forth in
the merger agreement.   Please tell us whether such  omitted information is material, and if
material, confirm that you have disclosed  it in the registration statement .  For guidance,
refer to  SEC Release No.  34-51283 (March  1, 2005).

Post-Merger Pro Forma Security Ownership by Certain Beneficial Owners and Management of
NEI, page 209

38. Please disclose the person or persons with sole or shared voting power and/or investment
power over the shares beneficially owned by Mark Global Corporation and Cazador Sub
Holdings, Ltd .  See Item 18(a)(5)(ii) of Form S -4.

39. This presentation assumes that there will be no redemptions by Cazador’s shareholders.
Similar to your post -merger pro forma financial statements, please also demonstrate the
impact that the maximum allo wed redemptions by Cazador shareholders would have on
the beneficial ownership table.

Description of NEI Securities, page 227

40. Please describe any post -merger restrictions on shares held by your sponsor .

Registration Rights , page 2 30

41. Please quantify the  shares , and shares underlying warrants,  entitled to registration rights .

Exhibit 23.1

42. Please revise the consent of your independent registered public accounting firm, BDO
USA, LLP to refer to their report from the period from April 20, 2010  (date of inception) .

Francesco Piovanetti
Cazador Acquisition Corporation Ltd.
July 10 , 2012
Page 8

 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 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 di