SecProbe.io

October 7 , 2013
Via E -Mail
Mahmud Haq
Chief Executive Officer
Medical Transcription Billing, Corp.
Chief Executive Officer
7 Clyde Road
Somerset, New Jersey 08873

Re: Medical Transcription Billing, Corp.
Confidential Draft Registration Statement on Form S -1
Submitted on September 9, 2013
CIK No. 0001582982

Dear Mr. Haq:

We have reviewed your confidential draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  Please note that our comments related to your request for
confidential treatment for certain exhibits will be conveyed separately.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or publicly filing your registration statement
on EDGAR.  If you do not believe our comments apply to your facts and circumstan ces or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investor s in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3 ) of the Securities Act added by Section 105(a)
of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or
will participate in your offering.

2. Please provide us with the relevant portions of the industry research reports yo u cite, and
provide complete copies of the reports that were commissioned for you or for this

Mahmud Haq
Medical Transcription Billing, Corp.
October 7, 2013
Page 2

 offering.  To expedite our review, please clearly mark each source to highlight the
applicable portion or section containing the statistic, and cross -reference it  to the
appropriate location in your prospectus.  Also, please tell us whether any of the reports
were prepared for you or for this offering.

3. We note that certain of the Target Companies have distributed significant cash from
operations to its equity owners .  For example, Omni Medical Billing, LLC , made
distributions in 2011 and 2012.  With a view to analyzing whether any of the Target
Companies are finite -life entities, as that term is defined in Item 901 of Regulation S -K,
tell us whether any of the Ta rget Companies have any policies or purposes of distributing
cash from operations, rather than reinvesting such cash in these businesses.   If you
believe that the transaction is not deemed to be a roll -up transaction based on a
subparagraph of Item 901(c) (2) of Regulation S -K,  provide a detailed analysis in this
regard.

4. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments .  For  guidance, refer to our Securities Act Forms Compliance and Disclosure
Interpretation 101.02.

5. Certain information regarding the acquired businesses has not yet been included in your
disclosures.  For example, on page 73, you have not provided certain client and business
information, please ensure that your next amendment includes this information.

Important Introduction Information, page ii

6. Please relocate this disclosure so that it is presented near the beginning of your
prospectus summary.  Further, since  it appears you intend to consummate the transacti ons
through asset purchases, revise the term “Target Companies” to employ a term that
reflects that such transactions are structure d as as set purchases.  Ensure that you
consistently describe the transactions as asset pu rchases throughout the document .  Also
summarize the consideration to be paid for the assets to be acquired.

Prospectus Summary

General

7. You state that your growth strat egy primarily involves migrating the clients of  smaller
RCM compani es to your solutions.   Please balance your disclosure with a prominent
discussion of your recent challenges in integrating acquisitions and customers into your
operations.  In this regard, we note your disclosures on page 52, related to your rev enue
decreases associated with customers of two troubled RCM companies , as well as your
combined proforma financial results for 2012.   Provide qualitative information regarding
the extent to which you have succeeded in retaining customers of acquired businesses and

Mahmud Haq
Medical Transcription Billing, Corp.
October 7, 2013
Page 3

 in transitioning them from other software  systems to your platforms , on a period by
period basis.

8. Please limit your use of  defined terms in the prospectus summary.  F or example, it does
not appear necessary to use defined terms for acronyms suc h as MTBC, RCM,  and ONC -
ATCB .  See Rule  421(b) and (d) of Regulation  C.

9. You state that as of July 31,  2013 you served approximately 1,200 providers, representing
477 practices i n 38 states.  In order to provide context and comparability to this
disclosure, please provide this information at the end of the financial statement periods
presented.

10. You state that you believe that your product is highly scalable, although your discl osure
suggests that you supply solutions to practice group s with 120 or fewer providers.  P lease
tell us why you believe that providing solutions to a practice group of 120 providers,
supports your claims regarding scalability of the platform.

11. You disclos e your revenues for the twelve months ended 2013 and the six months ended
July 31, 2013.  However, we note that you have not included  net operating results
information, or  corresponding net income  information.  Such information would appear
material to investors insofar as it provides a more complete financial summary that
allows comparisons between revenues and overall results , and enhances the consistency
and balance of th is presentation.

Revenue Cycle Management and other Technology -driven Business S ervice, page 3

12. You state that the rates are among the highest in your industry, and compare with the
perfor mances of athenahealth, please provide us with substantiation for these statements.

13. You provide  disclosures related to your RCM offering, however , these disclosures do not
appear to include baseline information that would allow investors to determine how your
solutions impacted your clients’ practices.

Risk Factors , page 9

General

14. Please revise the captions of your risk factors so that each heading concisely expresses
the resultant risk to the company  that is posed by the condition or uncertainty that you
identify in the caption and discuss in the body of the relat ed risk factor.

15. As appropriate throughout the risk factor section, provide quantitative information that
will enable investors to evaluate the scope of the risk presented.  For example, in the

Mahmud Haq
Medical Transcription Billing, Corp.
October 7, 2013
Page 4

 ultimate risk factor on page 17, disclose the costs associated with your effor ts to
remediate your material weakness  in internal control over financial reporting.

16. Revise your acquisitions -related risk factors to ensure that your disclosures reflect the
existence of  your historical experienced expressed in quantitative terms .  For example,
your risk factor caption on page 9, stating that you “may be unable to manage [y]our
growth effectively,”  should explain the actual effect the acquisitions had on revenue and
operating results from one period to the next .  Similarly, your d ue diligence procedures
disclosures on page 10, should reflect the acquisition related challenges reflected in your
revenue decreases for 2012.

17. Please specifically disclose the factual basis for and the context of your claim on page 1,
that labor costs in  Pakistan are approximately one -half of comparable India -based
employees.

18. On page 92, you state that the South Brunswick property is primarily used to temporarily
house foreign employees visiting your corporate headquarters.  Please advise whether
your business is subject to any risks related to uncertainties with respect to granting of
immigration visas .  If you determine that your business is subject to such risk, please
revise your risk factor and governmental regulation disclosures accordingly.

19. Pleas e tell us your consideration with regard to disclosing the risks of acquisitions by
asset purchase, rather  than through an entity acquisition such as a merger.  As material ,
discuss uncertainties regarding transferability of net operating losses , and addre ss
whether any contractual arrangements  or intellectual property rights , such as software
licenses, may not be assignable to you.

 “We may not be able to maintain or increase our profitability,” page 12

20. Please revise your risk factor caption and related text to clarify that, to date, you have
generally not been profitable in 2013 , and reported net income in 2012 due to exchange
rate gains, and were not profitable on a proforma basis for 2012.

“Our independent registered public accountants have reported  to us that…,” page 17

21. Expand to provide the costs and timeline related to your remediation efforts.

Use of Proceeds, page 26

22. You state that you will have broad discretion in using the proceeds from this offering.
Please refer to Instruction 7 to Item 504 of Regulation S -K, and ei ther more specifically
discuss  the contingencies in which the proceeds could be used in a manner varying from
the specific allocation described in this section, or narrow the language that asserts wide

Mahmud Haq
Medical Transcription Billing, Corp.
October 7, 2013
Page 5

 discretion in applying th e portion of the proceeds  you have not reserved from acquisitions
of the targets .

Dilution, page 28

23. You have not disclosed  the total consideration provided by existing stockholders.
However, this information does not appear to be excludable pursuant to  Rule 430A or
otherwise.  Please include this information, and d isclose the amount and nature of  any
non-cash consideration provided  by existing stockholders , or tell us why such
information is not required to be included.

Unaudited Pro Forma Condensed Combined Financial Information, page 32

24. We note your disclosure that the historical financial statements of Metro medical are not
required to be presented in this prospectus as the acquisition occurred on June 30, 2013,
which is less than 75 days before t he date of this prospectus.  Considering that the date of
this acquisition is now greater than 75 days from the current date, please update your
prospectus to include the historical financial statements for Metro medical in accordance
with Rule 3 -05 of Reg ulation S -X, or tell us why you believe such financial statements
are not required.

25. Please clarify how you considered the factors described in Rule 11 -01(d) of Regulation
S-X in determining that your acquisitions constitute a business for purposes of inc lusion
in pro forma financial statements. In this regard, confirm that for each business acquired ,
or to be acquired , you have acquired substantially all of the target’s key operating assets.
Provide your analysis of why presenting full financial statemen ts under Rule 3 -05 of
Regulation S -X is appropriate as you are not acquiring certain assets and assuming
certain liabilities.

26. Please tell us if you incurred any expenses directly attributable to the acquisitions that
you present in your pro forma financ ial statements .  If so, tell us what consideration you
gave to including a pro forma adjustment to remove these non -recurring transaction costs.

27. Please clarify why it is appropriate to recognize an income tax benefit relating to your pro
forma adjustmen ts taking into consideration your combined losses.

28. We note your disclosure on page 42 that the purchase price that you will pay for each of
the Target Companies will be calculated as a multiple of revenue generated by such
Target Company in the most recent four quarters preceding the closing date from your
customers that are in good standing as of the closing date. We further note your
disclosure that the number of shares that will be issued in connection with the
acquisitions will be fixed and the total equity value, cash consideration and the amount of
goodwill on the date of the acquisition will vary based on the actual price of the offering.
Please clarify how and when the fixed number of shares will be determined, including the

Mahmud Haq
Medical Transcription Billing, Corp.
October 7, 2013
Page 6

 share price that will be used in determining these shares.  Please also clar ify how the cash
consideration will vary based on the actual price of the offering.

29. Tell us how you identified the accounting ac quirer for each Target Company .  Explain
how you considered the number of shares to be issued in your conclusion. Your respons e
should provide an analysis of factors referenced in ASC 805 -10-25-5.

30. We note your disclosure on page F -38 that you signed Asset Purchase Agreements to
acquire certain assets of the Target Companies.  Please clarify whether you consider the
acquisition of these assets to constitute a business as defined by ASC 805 -10-55-4
through 9, and the factors you considered in making this determination.

31. We note your disclosure that each purchase agreement provides you the right to cancel a
portion of the shares i ssued to the Target Company held in escrow in the event revenues
from such Target Company’s customers in the 12 months following the closing are below
a specified threshold and you will account for any such cancellation of shares as an
adjustment to the pu rchase price for such target company. Please tell us how you are
accounting for this right and indicate why this right does not represent contingent
consideration.  We refer you to ASC 805 -10-20.

Management’s Discussion and Analysis of Financial Conditio n and Results of Operations

General , page 45

32. Revise to discuss the acquisition -related challenges that that have impacted your business
to date, and how such conditions impact your strategy of acquiring smaller businesses,
with a view to migrating their clients to your platform.  In light of your recent rev enue
decreases due to agreements with two troubled RCM companies, and your combined
proforma net losses for 2012, a detailed discussion regarding the results of your
acquisition s and your seemingly inconsistent experience in evaluating acquisitions  should
be provided.

33. We note that on a combined proforma basis, your net losses significantly increased for
2012, please tell us what consideration you gave to including a discussion of any known
financial trends that underlie the historical results as well  proposed acquisitions.  Ensure
that your discussion compar es your hi storical revenues, expenses and net losses, versus
your proforma combined results.

34. We note your disclosures on pages 42 and 75, stating that the stock portion of the
purchase price of the tar gets will be held in  escrow  to secure your right to cancel a
portion of the shares in the event your revenues from the Target Companies’ customers in
the 12 months following the closing, are below specified thresholds.  Since the proceeds
from this offerin g will be utilized to fund these acquisitions, please expand your
disclosures in MD&A to disclose and explain these economic thresholds, and how t hese

Mahmud Haq
Medical Transcript