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. [TOTY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President
(Last)
(First)
(Middle)
1450 SOUTH MIAMI AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
12/14/2010
(Street)

MIAMI, FL US 33130		 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 $0.001 par value 12/14/2010   A   75,000,000 (1) A $ 0.01 387,459,118 I (Enerfund, LLC and MZ Capital, LLC
Common Stock $0.001 par value 12/31/2010   A   288,810,385 A $ 0.01 676,269,503 I (TGR Energy, LLC through Enerfund, LLC) (2) (3) (4)

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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
Warrants to purchase common stock $ 0.05 12/31/2010   A   144,404,693   12/31/2010 12/31/2015 Common Stock 144,404,693 $ 0.05 200,000,000 I (TGR Energy, LLC through Enerfund, LLC) (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZOI MIKE
1450 SOUTH MIAMI AVENUE
MIAMI, FL US 33130		   X   X   CEO, President  
Enerfund, LLC
1450 SOUTH MIAMI AVENUE
MIAMI, FL US 33130		   X   X   CEO, President  

Signatures

 s/Mike Zoi (individually and as Managing Member of Enerfund, LLC and TGR Energy, LLC)   01/10/2011
**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) Reflects 45,937,500 shares received by Enerfund, LLC (a company controlled by Mike Zoi) and 29,062,500 shares received by MZ Capital, LLC (a company controlled by Mike Zoi) in exchange for ownership interest in Openfilm, LLC upon acquisition of Openfilm, LLC by the Company effective December 14, 2010.
(2) Pursuant to a Purchase Agreement dated December 17, 2007, TGR Capital, LLC (which changed its name to Enerfund, LLC in September 2008), a Florida limited liability company ("Enerfund"), which is wholly-owned by Mike Zoi, acquired all of the membership interests in Splinex LLC, thereby giving Enerfund control of Splinex LLC. Under an Exchange Agreement dated December 18, 2007, Net Element, Inc. (formerly TOT Energy, Inc.) ("the Company") issued 113,500,000 shares of the Company to Splinex LLC of which 8,500,000 shares were issued to Bzinfin S.A., a British Virgin Islands limited liability company. In June 2008 Splinex LLC changed its name to TGR Energy, LLC ("TGR").
(3) Pursuant to a Subscription Agreement dated August 7, 2008, as amended on December 6, 2009, between TGR and the Company (the "Subscription Agreement"), for the quarter ended December 31, 2010, TGR was issued 88,810,385 shares of common stock of the Compnay and fully vested warrants to purchase 44,404,693 shares of common stock of the Company exercisable at $0.05 per share in exchange for funding of $1,776,208 provided during the quarter under the terms of the Subscription Agreement. The funding commitment of the Subscription Agreement has been fulfilled.
(4) Pursuant to a Subscription Agreement dated December 31, 2010 between Enerfund, LLC and the Company (the "Enerfund Subscription Agreement"), for the quarter ended December 31, 2010, Enerfund, LLC was issued 200,000,000 shares of common stock of the Company and fully vested warrants to purchase 100,000,000 shares of common stock of the Company exercisable at $0.05 per share in exchange for funding of $2,000,000 on December 31, 2010 under the terms of the Enerfund Subscription Agreement. As of December 31, 2010, the Company did not have a sufficient number shares authorized. Accordingly, 112,000,000 shares were issued and accordingly, fully vested warrants to purchase 56,000,000 shares of common stock of the Company exercisable at $0.05 were issued on December 31, 2010. The balance of 88,000,000 shares and warrants to purchase 44,000,000 shares will be issued upon completion on an increase in the total number of shares authorized which is expected to occur in February 2011.

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