Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ZOI MIKE
   2. Issuer Name and Ticker or Trading Symbol
Net Element, Inc. [NETE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4100 NE 2ND AVENUE, SUITE 302		 3. Date of Earliest Transaction (Month/Day/Year)
09/30/2014
(Street)

MIAMI, FL 33137		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2014   J(1)   1,377,879 D (1) 8,197,908 I By TGR Capital LLC (3)
Common Stock 10/06/2014   J(2)   4,538,737 D (2) 3,659,171 I By TGR Capital LLC (3)
Common Stock               1,102,029 I By MZ Capital LLC (Delaware) (3)
Common Stock               1,777,344 I By: MTZ Fund LLC (3)
Common Stock               144 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZOI MIKE
4100 NE 2ND AVENUE, SUITE 302
MIAMI, FL 33137		     X    
TGR Capital, LLC
4100 NE 2ND AVENUE, SUITE 302
MIAMI, FL 33160		     X    

Signatures

 /s/ Mike Zoi, (individually and as Manager of TGR Capital LLC, MZ Capital LLC (Delaware) and MTZ Fund LLC)   10/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 5, 2013, K 1 Holding Limited entered into a Letter Agreement (the "K 1 Agreement") with the Net Element, Inc. (the "Company"), and TGR Capital, LLC, and an affiliate of Mike Zoi ("TGR"). Pursuant to the K 1 Agreement, TGR agreed, subject to certain conditions precedent which conditions were satisfied prior to the transfer by TGR of the Common Stock to K 1 Holding, to transfer to K 1 Holding 1,377,879 shares of Common Stock of the Company. The consideration for such shares was the agreement by K 1 Holding to lend $2,000,000 to the Company and to provide certain consulting services to the Company.
(2) On June 10, 2014, Beno Distribution Ltd. ("Beno") entered into a Letter Agreement (the "Beno Agreement") with the Company, Mike Zoi, TGR and MTZ Fund, LLC, and an affiliate of Mike Zoi. Pursuant to the Agreement, TGR agreed, subject to certain conditions precedent which conditions were satisfied prior to the transfer by TGR of the Common Stock to Beno, to transfer to Beno 4,538,737 shares of Common Stock of the Company. The consideration for such shares was the agreement by the Company, in consideration for Mike Zoi's resignation as director and/or officer of the Company and any of its affiliates, to cause all of the shares of the Company common stock held by each of TGR and its affiliates to be registered.
(3) Mike Zoi is the Manager of each of TGR Capital LLC, MZ Capital LLC (Delaware) and MTZ Fund LLC. Mr. Zoi disclaims beneficial ownership of the securities held by each of such entities except to the extent of his pecuniary interest in such securities.

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