Sec Form 4 Filing - ZOI MIKE @ Net Element, Inc. - 2012-04-20

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 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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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) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1450 SOUTH MIAMI AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2012 (Street) MIAMI, FL33130 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/20/2012 S 200,000,000 D $ 0.15 ( 1 ) 202,263,749 I By TGR Capital, LLC ( 2 ) Common Stock 177,875,000 I By Enerfund, LLC ( 2 ) Common Stock 45,937,500 I By MZ Capital LLC (Delaware) ( 2 ) Common Stock 29,062,500 I By MZ Capital LLC (Florida) ( 2 ) Common Stock 5,754 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Tit le 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 1450 SOUTH MIAMI AVENUE MIAMI, FL33130 X X CEO Enerfund, LLC 1450 SOUTH MIAMI AVENUE MIAMI, FL33130 X TGR Capital, LLC 1450 SOUTH MIAMI AVENUE MIAMI, FL33130 X Signatures /s/ Mike Zoi (individually and as Managing Member of Enerfund, LLC, in its own capacity and as Managing Member of TGR Capital, LLC) 04/26/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )$15,000,000 of the $30,000,000 aggregate purchase price was paid in cash and the balance of such purchase price was paid by the discharge in full and cancellation of all liabilities under a $15,000,000 original principal amount convertible note payable by TGR Capital, LLC to the purchaser of the shares of common stock which were sold. ( 2 )Mike Zoi is the managing member of Enerfund, LLC and the manager of each of MZ Capital LLC (Delaware) and MZ Capital LLC (Florida). Enerfund, LLC is the managing member of TGR Capital, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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