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)
01/26/2011
(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 01/26/2011   D   45,937,500 (1) D $ 0 676,269,503 I TGR Energy, LLC; Enerfund, LLC; MZ Capital, LLC (FL), MZ Capital, LLC (DE) (3)
Common Stock $0.001 Par Value 01/26/2011   A   45,937,500 (1) A $ 0 676,269,503 I TGR Energy, LLC; Enerfund, LLC; MZ Capital, LLC (FL); MZ Capital, LLC (DE) (3)
Common Stock $0.001 Par Value 02/04/2011   D   1,000,000 (2) D $ 0.01 675,269,503 I TGR Energy, LLC; Enerfund, LLC; MZ Capital, LLC (FL); MZ Capital, LLC (DE) (3)

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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
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 MZ Capital, LLC (DE)   02/10/2011
**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 that were transferred from Enerfund, LLC (a company controlled by Mike Zoi) to MZ Capital, LLC (DE) (a company controlled by Mike Zoi).
(2) Reflects shares transferred to a consultant in consideration for services performed on behalf of the Company.
(3) Mr. Zoi is the controlling member of Enerfund, LLC, which is the controlling member of TGR Energy, LLC, and Mr. Zoi is the controlling member of MZ Capital, LLC (FL) and MZ Capital, LLC (DE)

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