net element, inc. (nete)

x¨Delaware90-102559933160(
Main executive office address)(Zip Code)
The title of each class name of each exchange registered common stock, with a face value of $0.
$0001 per share, available for ordinary shares per share (Title of class)
\"X\" xx \"x\" Large acceleration filer \"accelated filer\" Non-
Acceleration fee (
Do not check if there are smaller reporting companies)
Smaller reporting company x emerging growth company ■ impact on any new or changing laws, regulations, card network rules or other industry standards that affect our business;
■ The impact on any significant refund liability and liability for merchant or customer fraud, we may not be able to accurately predict and/or collect these liability and liability;
■ If the current sponsorship is terminated, our ability to ensure or successfully migrate the merchant portfolio to a new bank sponsor;
■ The ability of us and our bank sponsors to comply with the standards of the Visa and MasterCard payment card association;
■ Our dependence on third
Third-party processors and service providers;
■ Our dependence on independent sales groups (“ISGs”)
Do not provide us with special services, introduce us to the new merchant account;
■ Our ability to pass on the increase in exchange costs and other costs to merchants;
■ Our ability to prevent unauthorized disclosure of merchant and cardholder data, whether by violating our computer system or otherwise;
■ The impact of the loss of key personnel on our relationship with ISGs, card associations, bank sponsors and our other service providers;
■ Increased competition may adversely affect our financial performance;
■ Due to the impact of the increase in natural attrition due to the increase in closed merchant accounts and/ora merchant charges, we cannot predict or offset these effects with new accounts;
■ The impact of unfavorable operating conditions on merchants;
■ Our ability to adopt technology to meet changing industry and customer needs or trends;
■ The impact of any decline in the use of credit cards as a consumer payment mechanism, or the adverse development of the credit card industry;
■ The impact of any adverse conditions in the industry where we obtain a large amount of bank card processing capacity;
■ The effect of seasonality on the results of our operations;
■ The impact of any failure in our system due to factors beyond our control;
■ The impact of any major violations on the security of third parties
The party processing system we use;
■ The impact of any new and potential government regulations designed to protect or restrict access to consumer information;
■ If we need to pay the federal, state or local transaction processing tax, the impact on our profitability;
■ If the service market we provide fails to expand or the market shrinks, the impact on our growth and profitability; ■our ability (or inability)
Continue to operate as an enterprise that continues to operate;
■ Company ability (or inability)
Obtaining additional financing in sufficient quantity or acceptable conditions when required;
■ The impact of impairment of our goodwill and intangible assets on our operating results;
■ Our significant weaknesses in internal control of financial reporting and our ability to effectively control financial reporting in the future;
■ Other factors identified in the section entitled \"risk factors\" in this report.
Page IItem 1. Business. 4Item 1A. Risk Factors. 23Item 1B.
The employee\'s opinion was not resolved. 32Item 2. Properties. 32Item 3.
Legal proceedings. 32Item 4.
Information disclosure of mine safety. Part Three, Part Five.
The market in which the registrant\'s common stock, related shareholder matters and the issuer purchase equity securities. 33Item 6.
Select financial data. 34Item 7.
Management Discussion and Analysis of Financial Position and operational results. 34Item 7A.
Quantity and quality disclosure regarding market risk. 43Item 8.
Financial statements and supplementary data. 43Item 9.
Changes and disagreements with accountants in accounting and financial disclosure. 43Item 9A.
Control and procedures. 44Item 9B.
Other information
Part IIIItem 10.
Directors, executives and corporate governance. 45Item 11.
Executive compensation. 48Item 12.
Secured ownership of certain beneficial owners and management and related shareholder matters. 49Item 13.
Independence of directors in related party transactions. Item 14.
Major accounting services. PART IVItem 15.
Exhibits and financial statements. Item 16.
• Continue to invest in our core technologies and new products;
Allocate resources and expertise to develop in the field of business and payment;
Develop and control our distribution by adding new merchants and partners;
Leverage technology and operational advantages in our global footprint;
Expand the customer base of cardholders and mobile users;
Continue to develop seamless multinational solutions for our customers;
Increase profits while creating value for customers;
Focus on continuous improvement and operational excellence;
And conduct potential domestic and international acquisitions, investments and alliances with companies with high growth potential, significant market presence or key technical capabilities.
Businesses of all types and sizes.
Mobile customers, digital merchants, such as social networks, game developers, online magazines, mobile applications and digital media operators, are currently focused on small and medium-sized enterprises. Help businesses develop business on the Internet, online and mobilePOS. Enable omni-
Channel commerce that helps digital merchants make profits in a mobile environment to help businesses easily and securely trade online. Key Solution: 2016 market segment revenue: $42.
One million, an increase of $ 54% over 2015.
Nine million, down 34% from $6 in 2015.
2 M, up 64% from the North American trading solution in 2015-This segment provides the technology and services enterprises need to accept retail cards without cash exchangespresent (or “swipe”), e-Business card-not-
Order by mail/Telephone (“MOTO”)transactions (
Known as \"Merchant Acquisition \")And the future-
New generation products such as mobile payment services, merchant performance analysis tools, merchant background reports, and our cloud
Based on Aptito POS platform, including hotel and mobile POS (“mPOS”)andSMB (
Small and medium-sized enterprises)retail point-of-
Sales application (
Called \"value-New services \").
Mobile Solution-This section provides a status-of-the-
Provide art, integrated mobile payment and mobile commerce solutions for digital merchants, such as: social networks, game developers, online magazines, mobile applications and digital media operators, making profits in mobile environments.
Our mobile billing platform is located in the center of mobile commerce, providing various mobile payment solutions for web services and mobile applications through billing checkout.
We offer mobile users a simple, secure and fast way to pay for purchases via mobile devices, interactive devices or web without a credit card or bank account.
Our mobile activity tool allows the delivery of scalable mobile activities on behalf of our content partners.
Online Solutions-This part offers a wide range of value-
Adding our solutions to make the most of them.
Integrated, processor-independent e-commerce platform simplifies complex enterprise online transaction processing challenges through risk prevention and payment security viapoint --to-
Point Encryption and token-based solutions.
Our proprietary softwareas-a-service (“SaaS”)
Solution suites for e-commerce and mobile commerce gateways and payment processing platforms are compatible at the first level of the Payment Card Industry (“PCI”)
Data Security Standards (“DSS”)
Simplify orders-to-
Cash flow, increasing acceptance of electronic payments, reducing the burden range for pci dss compliance.
The discount fee charged to the merchant for processing the transaction.
The discount fee is usually the percentage of the purchase amount or the exchange fee plus the fixed dollar amount or percentage;
Handling the handling fee charged by the transaction to the merchant;
Fees charged to outsource the transaction process to our sales partners;
Sales and Leasing of POS equipment;
Costs for the provision of reports and other services;
Software licensing fees for the Aptito POS platform, including hotel and SMB retail outlets-of-
Sales application;
PCI compliance fees are charged to merchants each year to provide PCI compliance;
Commercial software licensing fees for merchant analysis and back-office reporting.
Retail Merchants-the physical business or storefront we call retail, such as retailers, supermarkets, restaurants, hotels and other physical facilities.
We offer POS terminals for leading European manufacturers for retailers®, MasterCard®And visa®(
Usually called \"EMV\" or \"chip \")
Compliance, near field communication (“NFC”)
Able to accept all card brands and products, as well as alternative payment forms such as Android Pay™Apple Pay™Samsung Pay.
Mobile merchants-physical enterprises with remote or wireless storefront locations, such as small retail and service providers that accept electronic payments using mobile devices with POS capabilities, which we call mobile;
Online business or site location such as retailer, digital content provider and mobile app developer with Internet
Storefront-based access via a personal computer or mobile device, we mean ase-commerce.
Proprietary, fully integrated cloud-aptito hotel POS
POS and restaurant management system based on Apple®IOS mobile OS is designed as a stand
Digital POS or extension to include: m-POS, self-
Order kiosks, digital menus, EMV and NFC-ready card readers, cash drawers, receipts, and kitchen printers.
The need for uptime in a hotel environment is critical, so our hotel POSlocal server allows our merchants to stay online even if an Internet connection with the cloud is lost.
Our local server solution is automatically synchronized with the cloud, providing 99. 99% uptime.
Aptito retail POS-cloud-
Apple offers POS-based solutions®Ios and Android®The mobile operating platform enables retailers to focus on their business and improve
Shop experience.
Retailers can customize retail products according to their own environment.
Peripheral devices for Aptito retail include fully integrated cash drawer, hot receipt printer, barcode scanner, barcode printer and EMV-
Sales acceptance terminal that meets the standard.
This enables retailers to tailor their POS solutions to their unique needs.
The demand for regular running time in the retail environment is critical, so our aptito retail POSlocal server allows our merchants to stay online even if the internet connection to the cloud is lost.
Our local server solution is synchronized with the cloud and offers 99. 99% uptime.
We developed and launched Restoactive to seamlessly plug into the current restaurant environment, such as: MICROS, through integration with some of the largest POS and restaurant management platforms®, POSitouch®Dream®And Symphony®.
By integrating the leading POS and restaurant management platforms, more than 500,000 restaurants in the United States can now use restoactivis.
We believe this is the first integration platform to be introduced. in-
Digital Menu, kiosk and m-
Put the POS app into an existing POS environment without replacing the existing restaurant management platform. ·Unified m-POS– Unified m-
Apple offers POS solutions®IOS and Android®The mobile operating platform makes your business easier and safer on the road.
Whether it\'s a local farmer\'s market at the customer\'s site, unified m-
Pay POS accept easily and safely (EMV-ready).
Sales Partner\'s sales center-allows sales partners to provide multiple processing platforms in the United StatesS.
Its merchant underwriting and boarding process is seamless and paperless.
The merchant library section of the sales center allows sales partners to securely store and retrieve any agreements, forms or contracts related to the merchant.
Sales partners using the system are equipped with merchant pricing, residual computing, and risk management modules to manage most of their time more easilyto-day operations.
Sales Partner compensation and business profitability can be used morelevel, single-click, drill-
Navigate down to pricing, details, summary, and report information.
A fully integrated digital onboarding interface designed for sales partners and merchants simplifies and automates merchant account login --
Process, provide real
Time decisions and paperless check-in approvals for online and mobile devices.
The mobile boarding function facilitates the API-
Offers a variety of payment processing platforms and modular approaches to personalized and business information for new merchants.
The platform manages underwriting, risk assessment, merchant ID allocation, and meets bank standards such as understanding customer regulations.
Merchant Sales Center-comprehensive reporting, accounting and analysis back-office solutions for SME merchants.
A variety of reporting tools and easy-to-understand charts enable merchants to analyze sales and improve performance.
The ticketing system allows merchants to communicate directly with the company\'s services and technical support, aiming to improve the customer service experience.
Unified insights-the integrated Unified insights module is a business dashboard focused on \"big data\" that provides 360-
View their business in a more useful format.
With unified insights, merchants can compare current revenue, online reputation and social media campaigns with their past performance and similar businesses in their region.
Restaurants, schools and educational services, physical retailers, convenience stores and liquor stores, professional service providers, hotels and places of stay, merchants applying for coverage-different merchants have different levels of risk associations based on them type of industry, the business nature, processing volume and average transaction scale of the merchant.
Therefore, the evaluation of merchant applications and underwriting of potential merchant accounts requires varying degrees of review.
These range from basic due diligence for low-risk merchants to more comprehensive opinions for high-risk merchants.
The results of this assessment are the basis for decisions regarding acceptance of merchant accounts, determination of reserve requirements criteria, processing limits, average transaction amounts and pricing.
Once summarized, these factors also help the company in the pre-
The criteria set have been exceeded.
Merchant monitoring-we used several levels of merchant account monitoring to help us identify suspicious transactions and trends.
Our system classifies daily merchant activity into many custom reports.
Our risk management team reviews any abnormal activities highlighted in these reports, such as greater than normal transactions or credits, and monitors other parameters that help identify suspicious activities.
We have a daily window to decide if any transactions should be made for further review, which gives us time to interview merchants to issue banks to determine the validity of suspicious transactions.
We will also need merchants that specifically monitor the alert status and participate in the third monitoring-
Party web crawling solutions that scan the content and integrity of all merchant sites.
Investigation and loss prevention-if the merchant exceeds any of the parameters set by our underwriting and/or risk management personnel, or violates the regulations set by the applicable bank card network or the terms of our merchant agreement, one of our investigators will identify the incident and take appropriate action to reduce the risk of our losses and the risk of our merchants.
This action may include requiring additional transaction information, withholding or transferring funds, verifying the delivery of goods, and even deactivating merchant accounts.
In addition, the relationship manager may be instructed to retrieve the equipment we have.
In addition, in order to protect ourselves from accidental losses, we have opened a reserve account at the sponsoring bank that can be used to offset any losses incurred at giventime.
As at December 31, 2016, the reserve balance included in Other long-term assets was $475,428.
The reserve is supplemented in accordance with the requirements of Fund 0.
03% of the bank card processing capacity.
This reserve is credited under the heading \"Prepaid and other assets\" on our balance sheet.
Reserve-some of our merchants need to mail the reserve (cash deposits)
Used to offset refunds generated.
As long as we face the loss caused by the merchant\'s handling activities, our sponsoring banks hold reserves related to our merchant accounts.
If a small company finds it difficult to mail the cash reserve when opening an account with us, we can build the reserve by keeping the percentage of each transaction that the merchant made before the reserve was established.
This solution allows merchants to gradually fund our reserves as the business develops.
As of December 31, 2016, our total reserve deposits were approximately $2,600,357.
We do not have legal ownership of the cash account maintained by the sponsor bank to cover potential refunds and related losses under the applicable merchant agreement.
We also have no legal obligation on these merchants in terms of server accounts.
Therefore, we do not include these accounts and corresponding obligations to merchants in the consolidated financial statements.
The fees charged for digital provision of merchandise brand content;
The discount fee charged to the merchant for processing the transaction.
Discount fee is the percentage of purchase;
Handling the handling fee charged by the transaction to the merchant;
The software license fee for the Trinity mobile billing platform.
Mobile operators-mobile operators work with us to generate revenue for incoming traffic.
Mobile operators increase revenue through additional subscription and trading services used by their users.
Broadcast media network-mobile operator billing is becoming an increasingly popular communication tool on radio and television.
It interacts with the audience/audience through voting/competition and generates revenue for the radio/production company.
Internet portal and content provider-mobile operator billing adds a more dimension to the provision of portals and content providers.
It supports message alerts, ringtones and logos, short message services (“SMS”)
Send function for terminal
All of this brings revenue to the company.
Marketing and promotion partner-mobile carrier billing is used as a new marketing channel. Its immediacy;
Direct and 2-
The way of communication helps to effectively measure the market and promote.
Integration with existing media adds a new dimension to Marketing Activities (e. g.
Outdoor, media, on-
Package, direct mail).
Security ID-automatically identify and verify the user\'s mobile phone safely without the need for additional input from the consumer.
Provide users with a seamless cross-channel shopping and registration experience across PCs, tablets, smartphones and other networksDevice enabled.
This is for recursive subscriptions and-
Time trading.
· PIN submission-secure authentication of mobile users by generating one
Personal identification number (“PIN”)
, Sent to mobile users via SMS.
· Optimized checkout-due to simpler checks, the payment conversion using the operator\'s bill is currently higher than using a credit cardout flow.
We have gone a step further as trityplatfortom automatically identifies the device being used and optimizes the checkout window to provide the best possible purchase experience on any device. ·In-
Application payment-industry-
Leading local-
App purchase SDK (
Software Development Kit)
Enables direct integration of application developers
Easily Bill the operator into the app.
An integration process can span multiple smartphone and tablet devices.
Reporting and Analytics-the spowerful dash of the Trinity platform provides a real-world solution for our digital merchants and content providers
Overview of revenue and time to process transaction reports: Which countries have the most users, how much they pay, and what content is more popular.
This data helps our digital merchants and content providers
Adjust their profit strategy.
Acquired in May 20, 2015, the merchant is charged a discount fee for processing the transaction.
The discount fee is usually the percentage of the purchase amount;
Handling the handling fee charged by the transaction to the merchant;
Fees charged to outsource the transaction process to our sales partners;
Costs for the provision of reports and other services;
Software license fee for PayOnline White-label platform;
Commercial software license fees for merchant analysis and back-office reporting;
Monetize and monetize big data by providing additional sales on the payment confirmation page to the end consumer.
Search engine optimization-PayOnline ranks top 10 with the most frequently used keywords in Google.
Ru and Yandex search engines.
Social media-paid online social media channels include Facebook, Vkontakte, Twitter, Instagram and YouTube.
· Corporate blog-our corporate blog features hot developer communities like habrahhabr and GeekTimes with thousands of people reading in Russia and the CIS region.
Industry research-PayOnline experts prepare and publish more than 20 research papers on popular e-commerce every year
Business and IT development forum.
RUNET-PayOnline is the payment processing provider of RUNET-ID (
The largest social platform for Internet professionals in Russia)
Russian internet forum and Russian Interactive week.
Our experts attend 30 trade shows and professional meetings every year.
Education-universities and business schools in the Russian Federation often invite our senior management to be lecturers. -------
Personalized custom of electronic suite
Business Solutions, payment conversion management, seamless customer payment acceptance implementation, rapid development and implementation of customized payment acceptance solutions, multiple integrated payment acceptance methods, and a single integrated geographic location for extensive payment acceptance more than 25 currencies accepted globally
Fraud systems, Internet stores, professional service providers, travel services, telecom, social media networks, financial services, utilities and government services, digital content providers, risk analysis and underwriting of our partners. e.
Acquisition banks, financial companies and payment processing companies analysis of potential risks and underwriting of potential customerse.
Merchants accept payments over the internet · manual verification of controversial payments · advice to our potential and current customers on how to properly set up fraud monitoring methods and tools · Our fraud monitoring and prevention system latest trends in customer needs and e-commercecommerce and m-
Commercial markets and regulations monitor bank card transactions in advance in automatic mode, use 154 filters to make personalized adjustments for each customer, and each transaction is evaluated by key parameters, such as the issuing country of the bank card, the country requesting payment, the amount of payment, the amount of all payments made by this card in the past 24 hours/month, IPaddress, etc.
Use 3-additional verification of bank cards
D. security agreement or verification of the amount of chargingrandom on the card.
Experts in the underwriting and risk management department monitor transactions. ·PCI DSS 3.
1 Level 1-payonline is certified by the Payment Card Industry Data Security Standard (“PCI DSS”)
Standard version 3. 1 PCI DSS.
The certificate received by PayOnline on November 28, 2015 allows companies to process online payment transactions.
SDP/CISP-PayOnline has passed the international certification of Visa and MasterCard and is involved in the data protection of MasterCard website (“SDP”)
Information security program for Visa cardholders (“CISP”).
MasterCard-since 2009, PayOnline has been certified as the official international service provider worldwide for MasterCard, participating in the MasterCard SDP program and also having the status of MasterCard data storage entity.
· Visa-since 2009, PayOnline has been certified as the official service provider of Visa International Payment System, participating in the Visa CISP program and having the status of Visa\'s third-party processor (“TPP”).
Security of password transmission layer (“TLS”)
Protocol data exchange between enterprise e-commerce
Use HTTPS protocol for business and PayOnline through secure channels.
The TLS password protocol uses asymmetric passwords for authentication, and symmetric encryption is used for the secrecy of passwords and the authenticity of information to maintain the integrity of messages.
Qualys-PayOnline regularly through ASV-Scanning program (
Automated external security audit)
According to the requirements of the international payment system for companies with Certified pci dss. Provider ASV-
Qualys provides scanning services.
50 of Forbes\'s top 100 companies use Qualys to secure their business.
Bank of Moscow, chivey bank, VTB 24, cyber currency, circular bank, absolute Bank, Raiffesenbank, Yandex.
Money, Bank of SDM ·
The economic downturn, foreign exchange volatility and the pace of economic recovery can change the consumer spending behavior that a large part of our income depends on.
Low levels of consumer and corporate confidence, often associated with a declining environment, and markets with relatively high unemployment, may lead to a reduction in cardholder spending.
Budget issues in the United States and the rest of the world may affect the United States and other specific sovereign credit ratings, affect consumer confidence and spending, and increase the risk of operating in these countries.
Emerging market economies tend to be less stable than the more mature markets in the US and Europe, where adverse economic trends may become more evident.
Financial institutions can limit the credit limit of cardholders or the issuance of new cards to reduce the default of cardholders.
Uncertainty and volatility in customer business performance may make our estimates of revenue, rebates, incentives and realization of prepaid assets unpredictable.
Our customers may spend less on value. added services.
Government intervention, including the impact of laws, regulations and/or government investments on our customers, may have a potential negative impact on our business and our relationship with our customers, or change their strategic direction away from our products.
Rapid and significant changes in technology have led to new and innovative payment methods and procedures that may put us at a competitive disadvantage and reduce the use of our products.
Competitors, customers, governments, and other industry participants may develop products that compete with or replace our value
Products and services have been added.
Participants in the financial services, payments and technology industries may merge, create joint ventures, or form other business portfolios that may strengthen their existing business services or create
The new services and technologies we develop may be affected by the industry.
Broad solutions and standards related to migration to EMV chip technology, token or other security and security technologies.
Allocate financial resources for appropriate marketing and sales work;
Develop and maintain the capabilities of our operations, applications and technologies;
Ability to effectively execute business plans and strategies;
Establish our brand;
Financial resources to support liquidity needs and capital investments required;
And the impact of sanctions on our business.
Create uncertainty in the market, thus reducing the demand for our services;
Limit or limit our ability to sell certain products and services to certain customers;
Limits our ability to collect and use data from merchants and cardholders;
Or increase operating costs due to increased litigation costs or operating costs;
For the 12 months ended December 31, 2016, we will be subject to the cost of the North American trading solution mobile solution online solution and the deduction of wages, benefits, taxes and contractors to pay $1,302,547 $450,306 $637,181 $2,012,655 $4,402,689 professional fees542, 68110,835888, 1741,273, 1502,714, 840 rent-
3,996700, 789421,548566 333 business development 36, 9234,966123, 04613,354178, 289 travel expense191, 84811,43523, 606119,904346 793 application fee---
82,56082, 560 transactions (gains)losses49(408,425)44,738(376,906)(740,544)
Other costs 281 (
52,189145 854623,9771 246,924 $2,603,329 $20,924 $2,003,388 $4,170,242 $8,797,883 a month end December 31, 2015 categorynorth americatransactionsolutionsmobile solutionsonline solutionscorporateexpenses & eliminationstotalsalaries welfare, taxes and contractors pay $904,447 $405,910 $332,961 $2,172,923 $3,816, 241 professional fees465, 68012,326789, 1972,296,682 3,563, 88518. 3, 4383,418. 4, 945393,986475 808 Business Development 31, 66178077,074-
109,515 travel expenses, 57823,80624, 844102,9283 22,156 application fee---
100,001100, 001 transactions (gains)losses-68,713(69,480)(76,327)(77,094)
Other expenses are 507,002523, 45146,231 (76,719)
999,965 $2,082,806 $1,038,425 $1,275,772 $4,913,474 $9,310,477 a month end December 31, 2016 Professional feesnorth americatransactionsolutionsmobile solutionsonline solutionscorporateexpenses & eliminationstotalgeneral legal $43,257 $274 $4,403 $194,814 $242 Fees120 748SEC comply with legal, 000--
55, 000175, 000 accounting and auditing--
5784 20,686421, 264 tax compliance and planning---
44,20044, 200Consulting379, 201610,561883, 193558,20161, 831,628 $542,681 $10,835 $888,174 $1,273,150 $2,714,840 a month end December 31, 2015 professional feesnorth americatransactionsolutionsmobile solutionsonline solutionscorporateexpenses & eliminationstotalgeneral legal $62,163 $1,732 $10,533 $557,355 $631 Fees77 783SEC comply with legal, 304--
118,695195, 999 accounting and auditing 8507,89976, 949542,355628, 053 tax compliance and planning---
38,42538 425Consulting325 3632,697701 7141,039 cm 8512,069,625 $465,680 $12,328 $789,196 $2,296,681 $3,563,885 varianceprofessional feesnorth americatransactionsolutionsmobile solutionsonline solutionscorporateexpenses & eliminationsincrease /(Decrease)General Legal$(18,906)$(1,458)$(6,130)$(362,541)$(389,035)
SEC Compliance Law, Fees42, 696--(63,695)(20,999)
Accounting and Auditing (850)(7,899)(76,371)(121,669)(206,789)
Tax compliance and planning--
5,7755, 775 consultation 54,0617, 864181,479 (481,401)(237,997)Total$77,001$(1,493)$98,978$(1,023,531)$(849,045)
■ Inadequate policies and procedures: based on management\'s review of major accounting policies and procedures, our management has determined that these policies and procedures are inadequate as of December 31, 2016.
Management believes that certain policies and procedures are not sufficient in terms of control and the design of formal written documents.
■ We do not have sufficient personnel or financial resources to provide adequate risk assessment functions.
■ Changing boards and key employees: the changing organizational structure presents a challenge to ensure a good control environment with appropriate tone, authority, responsibility and high ethical values.
Due to the continuous changes in the composition of board members, executive management and company subsidiaries, we are unable to provide adequate training for new board members and employees to establish adequate best practice procedures.
■ Internal control testing: The company has relatively few accountants and the company does not have the infrastructure needed to meet the needs of the US marketS. public company.
As a result, we have identified deficiencies in internal control in key business processes, particularly in the design of quarterly accounting financial statements closure, consolidation and external financial reporting procedures.
Management believes that there are some control procedures that can be effectively implemented in our key business processes.
However, due to the lack of design, insufficient documentation and lack of financial resources, some parts of these processes cannot be officially tested.
■ Internal control monitoring: inefficient due to our limited financial staff (
Prevention and Detective)
Management\'s ability to monitor the design and operational effectiveness of our internal controls is limited.
As a result, management is not able to detect, prevent and remedy defects and potential fraud risks in a timely manner.
Chief Legal Officer and Secretary Jonathan new56 chief financial officer rakishef37 chairman William Hurley 52 director James Kanan 77KASE: SATC)
Throughout his career, Kenges has held several prominent positions in the public sector, including names and relationships. Some of the latest reports of reports that are known to have failed to submit all other names and annual salaries for major positions ($)Bonus ($)Awards ($)Awards ($)Compensation ($)Total ($)
Oleg Firer, Chief2016 $300,000 $3,614,273-
$29,734 $4,244,007, executive president Network Element2015 $300,000 $3,442,934 (1)$-
$29,729 $4,072,663 (1)
Chief Legal Officer Steven Wolberg, $200,000-
$245,500 $290,743 $11,734 net yuan secretary $747,977 $200,000-$180,000(2)$252,000(3)
$11,734 $643,734 optionawardsshipping awardsnamenumber ofsecuritiesunderlyingunexerciseoptions ()
Number of securities not exercised ()
Reward for not exercising equity incentive plan: number of rewards for not exercising equity incentive plan ()
Option exercise price ($)
Number of shares or stock units not granted when the option expires ()
Market value of shares not attributable to stock units ($)
Equity Incentive Plan reward: Number of shares not granted, unit or other rights ()
Equity Incentive Plan reward: Market or value of shares, units or other rights not granted ($)
Steven Walberg-$2.
40 December 7, 2025-$--$-
Steven Wolberg13, 714--$21. June 20, 2026-$--$-(1)
The applicable shareholding percentage is based on 1,768,179 shares of common stock as of March 30, 2017 and securities that each shareholder may exercise or convert to common stock within 60 days after March 30, 2017.
Beneficial ownership is determined according to the rules of the Commission and usually includes the right to vote or investment in the securities.
Shares issued in accordance with the exercise or conversion of these securities are considered unissued to calculate the percentage of ownership of the holder of the securities, however, in order to calculate the percentage of ownership of any other person, it is not considered outstanding. (2)
All information regarding the shares that Kenges rakisev may have beneficial possession is based on information disclosed in Schedule 13D/a jointly submitted by Mr.
Rakisev and Novatus held private. Ltd.
With regard to the Commission and the information that we can have. (3)
All information on shares that Oleg Firer may have beneficial possession is based on information disclosed in Schedule 13D/a jointly submitted by Mr. Oleg Firer
Firer and Star Equity, LLC and the information we can get.
As of the date of this agreement, Sir
Firer is considered to have beneficial ownership of 181,573 ordinary shares (1)
124,430 restricted shares of ordinary shares held directly by Mr. Firer, and (2)
As the only member of Star Equity, LLC
Firer may be deemed to have the above-mentioned interest-
Describes the restricted stock of common stock owned by Star Stock Co. , Ltd. beneficial (
This amounts to 57,143 shares as of the date of this agreement). Mr.
Firer has sole voting power and decisive power over 124,430 common stock restricted shares and has common voting power and decisive power over the above Shares
Describes the stock owned by the star stock. (4)
The shares directly held by Steven Wolberg include 3,572 (
Adjusted to reflect 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
Purchase of 3,572 of restricted shares of common stock and restricted shares of common stock subject to the revised options (
Adjusted 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
Common stock restricted shares, in each case issued under the letter agreement as of September 11, 2015, are amended by certain additional letter agreements as of October 7, 2015 and, as amended, issued with the company. (5)Includes 58 (
Adjusted to reflect 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
Shares of common stock held by Mr.
New spouse and 108 (
Adjusted to reflect 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
Shares of common stock held by Mr. New’s son. (6)
The shares directly held by William Healy include 7,143 shares (
Adjusted to reflect 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
Restricted shares of common stock and restricted shares of common stock subject to issuance track amended options purchase 7,143 (
Adjusted to reflect 1-
10 reverse stock splits implemented in May 25, 2016 and October 5, 2017)
In each case issued under the letter agreement as of September 11, 2015, the restricted shares of common stock are amended by certain additional letter agreements as of October 7, 2015, which have been amended and signed with the company. Plan Category(a)
Exercise of outstanding options, warrants and rights (b)Weighted-
Average exercise price for additional options pershare, warrantsandrights (c)
According to the fair compensation plan, the number of remaining securities issued in the future (
Excluding the securities reflection column (a))
The stock compensation plan approved by the stock holder is $396 26.
00128,026 equity compensation plan not approved by shareholders-$--Total$26. 00128,0261.
The following consolidated financial statements for Net Element, Inc.
And its affiliates and notes, as well as the report of the independent CPA firm2 through F-
31 and submitted as part of this report: Reports of independently registered public accounting companies, including audited Consolidated operating statements for 31 years, 2016 and 2015 and consolidated losses as at 31 years, 2016 and 2015 Audited Consolidated Statements of Changes in Shareholders\' equity 2016 and 2015 audited Consolidated Cash Flow Statements for the year ended December 31, 2016 and 2015 notes for consolidated financial statements. Exhibits.
The list of exhibits submitted as part of this report is listed on the exhibit index after Page F.
31 copies of this report are included in this report as a reference.
Net Element Company
By:/s/Oleg FirerOleg firerg CEO 19,201 7By:/s/Oleg FirerOleg CEO and director (
Chief Executive Officer)
October 19, 2017:/s/Jonathan new CFO (
Major financial personnel and major accounting personnel)
October 19, 2017:/s/Kenges RakishevKenges 19,201 7By:/draw FreemanDrew Wong 19,201 7By:/howashhoward ashdirection toctober 19,201 7By:/s/James CaanJames caandirection to ctober 19,201 7By: william HealyWilliam healydirectorpageport, an independent registered public accounting company
2 December 31, 2016 and 205f-Consolidated Balance Sheet
3 Consolidated Statements of operational and consolidated losses for the year ended December 31, 2016 and 205f-
4 Consolidated Statement of Changes in Shareholders\' Equity as of December 31, 2016 and 205f-
5 Consolidated Statement of Cash Flows For the year ended December 31, 2016 and 205f-
Notes on consolidated financial statements sf-
InStockComprehensiveNon for 7 Preferred stock payments-
Q4 December 31, 2014--
458,815 dollar 459 dollar 136,693,759 dollars (1,111,130)$(1,251,461)$269,762$(129,116,344)
$5,485,045 per share-
306,264-40, 153394---
4,306,303 shares of preferred stock issued 5, 5005,287,082--------
Preferred stock converted to common stock (5,500)(5,287,082)
337,6053 389,035,746----
9,036,084 dividend of preferred shares paid-
585,092 issued shares related to debt restructuring--
42,081421, 346,606----
1,346,648 shares exchanged for warrants--25,00025(2,679,885)(2,679,861)
Shares issued and issued for acquisition--
47, 682483, 599,952----
3,600,000 non-repurchase
Controlling shares----(3,489)--3,469-(20)
Shares issued for insider financing-
588,840-11, 5711141---1,588,954Write-
Subscription of shares receivable----(1,111,130)1,111,130----Net loss-------(74,314)(14,838,704)(14,913,018)
Comprehensive loss-
Foreign currency translation------(314,361)--(314,361)
Balance December 31, 2015--
$1,126,196 $1,126 $154,361,694-$(1,565,822)$198,917$(143,955,048)
$9,040,867 per share-
426,996-121,4421214---
4,427,117 shares issued and issued for acquisition--6,5437134,088---
134,095 shares related to reverse stock split--1800----
Shares issued for insider financing-46,64347988, 781----
988,828 shares related to debt restructuring-
288,670-166, 3401663---
3,288,836 shares issued under the ESOUSA agreement-68,00668718, 456----718,524 Net loss-------(128,539)(13,487,537)(13,616,076)
Comprehensive loss-
Foreign currency translation------(920,794)--(920,794)
Balance December 31, 2016--
$1,535,349 $1,535 $163,918,685-$(2,486,616)$70,378$(157,442,585)
$4,061,397 oooooo IP software portfolio and customer list, $520,924 in December 31, 2014, $1,082,731, $526,728$-$-
Increased $361,667 due to Payonline purlins, 328,0001, 2,492,050-410,000
062429,939-449,000708
4,325,001 Amortization of other additional functions 041,214 (463,452)(842,806)(356,753)(93,542)(146,290)(90,793)(280,000)(2,273,636)Divested-(160,750)-----(160,750)
Balance in December 31, 2015 $1,548,601 $1,489,175 $1,048,060 $355,458 $561,772 $339,146 $81,667 $5,423,880 additions102 689-
Amortization of 1,319 and 820831,422,592 (1,271,226)$(704,184)(670,543)(149,668)(234,064)(145,270)(81,667)(3,256,622)
Balance $ December 31, 2016 $380,064 $784,991 $1,697,337 $205,790 $327,708 $193,959-
$3,589,850 exhibitors
Exhibition description 2.
1 Merger Agreement and Plan between Cazador Acquisition Co. , Ltd. dated June 12, 2012
And Net elements(
Refer to Annex 2 for inclusion.
Company Update Report on Form 8-
K submitted to the Committee on June 12, 2012)2.
2 Contribution Agreements between Net element international, Inc. , April 16, 2013
, Unified payment Co. , Ltd. , TOT Group, Inc.
, Oleg Firer and Georgia notes 18 LLC (
Refer to Annex 2 for inclusion.
Company Current Report on Form 8-
K submitted the document to the Commission on April 17, 2013. 2.
TOT Group, Inc. 3 term tables for May 20, 2013
Net Element International Limitedand Aptito. com, Inc. (
Refer to Annex 2 for inclusion.
Form 8-1 to company Current report
K submitted to the Committee on May 22, 2013)2.
4 asset purchase agreement of June 18, 2013 between Aptito, LLC and Aptito. com, Inc. (
Refer to Annex 2 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on June 24, 2013)2.
5 payment agreement between Net Element International, Inc. T1T Lab, LLC, September 25, 2013
And T1T Group Co. , Ltd (
Refer to Annex 2 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on September 25, 2013)2.
6 Distribution of membership rights in T1T Group, LLC, Net Element, Inc. , February 11, 2014
And T1T Labs, LLC (
Refer to Annex 2 for inclusion.
7 to Company Annual Report Form 10-
K submitted to the Committee on April 15, 2014)2.
On March 16, 2015, a binding letter of offer between euro group EuropeLtd.
Margenta Enterprise Co. , Ltd.
Champfremont Holdings Limited(
Refer to Annex 2 for inclusion.
1 to net yuan bad debt Report on Form 8-
K/A submitted to the Commission on March 20, 2015)3.
1 Cazador\'s certificate of corporate domestication was submitted to the Minister of Finance of Delaware on October 2, 2012 (
Refer to Annex 3 for inclusion.
Company Update Report on Form 8-
K submitted to the Committee on October 5, 2012)3.
2 revised and restated the registration certificate of Net element international, Inc.
A company in Delaware submitted on October 2, 2012 to the Secretary of State of Delaware (
Refer to Annex 3 for inclusion.
Company Current Report on Form 8 2-
K submitted to the Committee on October 5, 2012)3.
3 amendment and restatement of articles of association of Net Element International, Inc.
A company in Delaware
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on October 5, 2012)3.
4 consolidated certificate submitted to Secretary of State of Delaware on October 2, 2012 (
Refer to Annex 3 for inclusion.
4 to the Company\'s Current Report on Form8-
K submitted to the Committee on October 5, 2012)3.
5 revised certificate of company certificate revised and restated on December 5, 2013, change company name from Net Element International, Inc.
To Net Element, Inc. (
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on December 6, 2013)3.
6 revise and restate the amended certificate of the company certificate to increase the authorized common stock to 0. 2 billion shares (
Refer to Annex 3 for inclusion.
The Company\'s Current Report on Form 8-
K submitted to the Committee on December 17, 2014)3.
The name, preference and certificate of entitlement of the 7 series harmonised preferred stock (
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
Application to the Commission on May 1, 20153.
8 The amendment to the internal certificate of the company, revised and restated on June 15, 2015, increased the number of authorized common shares to 0. 3 billion shares (
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on June 16, 2015)3. 9Amendment No.
Articles of Association dated June 15, 2015 (
Refer to Annex 3 merge.
Company Current Report on Form 8 2-
K submitted to the Committee on June 16, 2015)3. 10Amendment No.
The articles of association of the company (July 10, 2015 )(
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on July 10, 2015)3.
11 Certificate of Amendment to the revised and restated certificate of incorporation of the company (
Refer to Annex 3 for inclusion.
Company\'s second report on Form 8-
K submitted to the Committee on May 24, 2016)3.
12 Certificate of Amendment to the company\'s revised and restated certificate of registration dated June 15, 2016 (
Refer to Annex 3 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on June 16, 2016)4.
1 Sample common stock certificate for Net Element International, Inc. (
Refer to Annex 4 for inclusion.
Registration Statement on Form S-
4 the company filed with the Committee on August 31, 2012)4.
Warrants for Cazador Acquisition Co. , Ltd. (
Refer to Annex 4 for inclusion.
Registration Statement on Form F-3
1 documents submitted by the company to the Committee on September 3, 2010)4.
3 Cazador Acquisition Co. , Ltd. and the registration rights agreement between them
, CazadorSub Holdings Ltd. and Others (
Refer to Annex 10 for inclusion.
Amended registration statement on FormF 5-
1/A company\'s submission to the Commission on October 6, 2010)4.
4 Cazador Acquisition Co. , Ltd. and the authorization agreement between them
Trust Company for share transfer in mainland China (
Refer to Annex 4 for inclusion.
4 to the revised registration statement on FormF
1/A company\'s submission to the Commission on October 6, 2010)4.
5 Company andCayman Invest, S. secured convertible advanced promissory note of April 21, 2014A. (
Refer to Annex 4 for inclusion.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on April 22, 2014)4.
6 amendment and restatement of the form of restricted options for the purchase of shares of restricted common stock (
Refer to Annex 4 for inclusion.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on October 7, 2015)4.
Option form for purchase of restricted common stock shares by Kenges rakisev (
Refer to Annex 4.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on January 22, 2016)4.
8. registration rights agreement between Net Element, Inc. dated July 6, 2016
And eousaholdings, LLC (
Refer to Annex 4 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on July 12, 2016)10.
1 form of compensation agreement (
Refer to Annex 10 for inclusion.
Registration Statement on Form F-
1 documents submitted by the company to the Committee on September 3, 2010)10.
Memorandum of Understanding between Cazador Acquisition Co. , Ltd. of March 23, 2012 and its
And Cazador. Holdings Ltd. (
Registered with exhibitors.
10 to Company Annual Report Form 10-
K. for the year ended December 31, 2011, submitted to the Commission on March 30, 2012)10.
3 Member Benefit purchase agreement (Motorsport)
Enerfund, LLC and the company as of February 1, 2011 (
Refer to Annex 10 for inclusion.
Transition Report from 29 to company on Form10-
KT/A submitted to the Commission on February 3, 2011)10.
Joint Venture Agreement between Net Element, Inc. , April 6, 2012
And Igor Yakovlevich Krutoy (
Refer to Annex 10 for inclusion.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on April 12, 2012)10.
5 loan agreement between OOO Sat-July 4, 2012
Russia (Russia)
Refer to Annex 10 for inclusion.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on July 10, 2012)10.
6 credit agreement between Alpha-August 17, 2012
Digital providers of banks and OOO (
Previous ooo tot Money)(
Refer to Annex 10 for inclusion.
1 to the current report of Net Element on Table 8-
K submitted to the Committee on August 23, 2012)10.
7 alpha-property pledge agreement of August 17, 2012
Digital providers of banks and OOO (
Previous ooo tot Money)(
Refer to Annex 10 for inclusion.
Current Report of 2 to Net Element on Table 8-
K submitted to the Committee on August 23, 2012)10.
General agreement No. 8TR-
0672 general financing conditions for the transfer of the currency circle (Factoring)
In Russia in September 19, 2012, in Alpha-
Digital providers of banks and OOO (
Previous ooo tot Money)(
Including relevant supplementary agreements)(
Refer to Annex 10 for inclusion.
Form 8-1 to the company\'s current report
K submitted to the Committee on October 10, 2012)10.
9 Supplementary Agreement of September 19, 2012, amending the firstTR-
0672 general conditions for financing the transfer of monetary claims (Factoring)
In Russia in September 19, 2012, in Alpha-
Digital providers of banks and OOO (
Previous ooo tot Money)(
Refer to Annex 10 for inclusion.
22 to Company Annual Report Form 10-
K submitted to the Committee on April 12, 2013)10.
10 October 24, 2012 management and consulting services agreement between Bond Street Management LLC and Net Element International Inc. (
Refer to Annex 10 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on October 30, 2012)10.
11 transfer of rights and obligations between mobile phone system OJSC, ooo rm-dated July 1, 2012
Digital providers of Invest and OOO (
Previous ooo tot Money)
About Contract No.
D0811373, dated July 1, 2008, between the mobile phone system OJSC and OOO RMInvest (
Net Element International Limited
Requests that certain information missing from this agreement be treated confidentially.
The missing information has been submitted separately to SEC. )(
Refer to Annex 10 for inclusion.
33 to the Company\'s Current Report 8-
K submitted to the Committee on November 19, 2012)10. 12Contract No.
D0811373, dated July 1, 2008, between the mobile phone system OJSC and OOO RMInvest(
Including substantive supplementary agreements related to it)(
Net Element International Limited
Require confidential processing of certain information missing from the contract number
D0811373 and certain substantive supplementary agreements related to it.
The missing information has been submitted separately to SEC. )(
Refer to Annex 10 for inclusion.
34 to the Company\'s Current Report 8-
K submitted to the Committee on November 19, 2012)10. 13Contract No. CPA-
Between the OJSC Megafon and the OOO digital provider on September 1, 2012 (
Previous ooo tot Money)(
Net Element International Limited
Requires confidential processing of certain information missing from the contract numberCPA-86.
The missing information has been submitted separately to SEC. )(
Refer to Annex 10.
35 to the Company\'s Current Report 8-
K submitted to the Committee on November 19)10. 14Contract No.
0382 between OJSC VimpelCom and OOO digital providers in September 20, 2012 (
Previous ooo tot Money)(
Including Supplementary Agreement Number1 thereto)(
Net Element International Limited
Requires confidential processing of certain information missing from the contract number
Supplementary Agreement No. 0,382nd1 thereto.
The missing information has been submitted separately to SEC. )(
Registered with exhibitors.
Company Current Report on 36 to form 8-
K submitted to the Committee on November 19, 2012)10.
Loan agreement between Net Element International, Inc. , November 26, 2012
And InfratontEquities Inc. (
Refer to Annex 10 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on November 30, 2012)10.
16 Table of terms between unified payments limited and NetElement International, Inc. , March 8, 2013(
Refer to Annex 10 for inclusion.
Company Current Report on Form 8-
Application to the Commission on March 12, 201310.
17. Net Element International, loan agreement of March 8, 2013
, Unified payment Co. , Ltd. , Oleg Firer and Notes 18, Georgia Co. , Ltd (
Refer to Annex 10 for inclusion.
2 to the current report of the company 8-
K submitted to the Committee on March 12, 2013)10.
18 forms of Secured revolving notes produced and paid to Net element international, Inc. by unified payment limited liability(
Refer to Annex 10 for inclusion.
Company Current Report on Form 8-
K submitted to the Committee on March 12, 2013)10. 19Non-
On March 8, 2013, Oleg Firer and Notes 18 LLC, Georgia provided recourse guarantees for Net Element International, Inc. (
Refer to Annex 10 for inclusion.
4 to the current report of the company 8-
K submitted to the Committee on March 12, 2013)10.
Georgia note 18 LLC and Net ElementInternational, 20 pledge agreements of March 8, 2013(
Refer to Annex 10 for inclusion.
Company Current Report on Form 8 5-
K submitted to the Committee on March 12, 2013)10.
21 loan agreement between OOO digital providers in July 12, 2012 (
Previous ooo tot Money)
Ooo rm Invest revised in July 30, 2012, August 17, 2012 and February 25, 2013 (
Registered with exhibitors.
34 to Company Annual Report Form 10-
K submitted to the Committee on April 12, 2013)10.
22 termination of the management and consultation agreement, dated April 15, 2013, betweenNet Element International, Inc.
And Bond Street Management Co. , Ltd (
Refer to Annex 10 for inclusion.
Company Update Report on Form 8-
K submitted to the Committee on April 17, 2013)10.
23 executive officer compensation agreements signed by Net Element International, Inc.
Jonathan new, Dmitry Kozko and Francesco piovanetti (
Refer to Annex 10 for inclusion.
8-company Quarterly Report Form 10-
Q submitted to the Commission on March 31, 2013 for the quarterly period ended May 15, 2013)10. 24Contract No. CPA/ML-
Between the ZAO MegaLabs and the OOO digital provider on March 1, 2013 (
Previous ooo tot Money)(
Refer to Annex 10 for inclusion.
9-company Quarterly Report Form 10-
Q submitted to the Commission on March 31, 2013 for the quarterly period ended May 15, 2013)(
Net Element Company
Require confidential processing of certain information missing from the contract numberCPA/ML-17.
The missing information has been submitted separately to the Commission. )10.
25 commercial leases between bgc llc and Net element international, Inc. May 1, 2013(
Refer to Annex 10 for inclusion.
4 to the Company\'s Quarterly Report Form 10-
Q submitted to the Commission on June 30, 2013 for the quarterly period ended August 19, 2013)10.
26 promissory notes dated May 13, 2013 with original principal of $2 million
Payable to K1 Holdings Limited (
Refer to Annex 10 for inclusion.
Company Report on Form 10-
Q submitted to the Commission on June 30, 2013 for the quarterly period ended August 19, 2013)10.
Letter Agreement between OOO digital providers of January 14, 2013 (
Previous ooo tot Money)
, Catachev and wawood Holdings Limited (
Refer to Annex 10 for inclusion.
Company Report on Form 10 2-
Q submitted to the Commission on June 30, 2013 for the quarterly period ended August 19, 2013)10.
28 letter agreement between OOO digital providers, July 1, 2013 (
Previous ooo tot Money)
Netyuan International Limited, OOO NETE
And Katayev (
Refer to Annex 10 for inclusion.
3 to the Company\'s Quarterly Report Form 10-
Q submitted to the Commission on June 30, 2013 for the quarterly period ended August 19, 2013)10.
29 Net element international, settlement, separation agreement and general release on May 10, 2013
Curtis Wolf
Refer to Annex 10 for inclusion.
Table 10-quarterly company report 6-
Q submitted to the Commission on June 30, 2013 for the quarterly period ended August 19, 2013)10.
30 letter agreements between Net Element International, Inc. , August 28, 2013
Fladimere Sadovsky, Georgia, Oleg Ferrell, Steven Walberg, kengos Rakishev, and Mike Zui (
Refer to Annex 10.
Company Current Report on Form 8-
K submitted to the Committee on September 10, 2013)10.