SecProbe.io

December 4, 2013

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

Re: Medical Transcription Billing, Corp.
Confidential Draft Registration Statement  No. 2  on Form S -1
Submitted on November 12, 2013
CIK No. 0001582982

Dear Mr. Haq:

We have reviewed your amended draft registration statement and response letter dated
November 12, 2013, and have the following comments.  Unless otherwise noted, where prior
comments are referenced, they refer to our letter dated October 7, 2013.

General

1. Please update your financial statements in accordance with Rule 8 -08(b) of Regulation S -
X.

2. We are in receipt of your graphica l materials submission.  Comments regarding such
submission will be conveyed separately.

Important Introductory Information, page 1

3. Please expand your discussion of the consideration to be paid for the acquired assets, to
break  down the portion that will  be paid in cash versus that to be paid in shares.  Ensure
that you briefly describe  the minimum and maximum amount of shares to be released
from escrow to the target shareholders, and the corresponding performance conditions.
Also, p rovide a materially c omplete quantitative descr iption of the share -based
compensation terms in Acquisitions -Consideration to be Paid to Target Sellers .

Prospectus Summary, page 1

4. We reissue prior comment 9, insofar as you have not provided the requested client
information at  the end of all the prior financial statement periods presented.  Such
information is helpful to investors, as it allows for comparison of the rate at which you
grew your client base during each period.

Mahmud Haq
Medical Transcription Billing, Corp.
December 4, 2013
Page 2

 5. Please revise your disclosures related to revenue and  net income information, to provide
such information for all financial statement periods presented.  As we explained, such
information is important to allow investors to evaluate your financial performance at the
outset of the document.

Risks Relating to Our Business, page 4

6. We note your revised disclosures regarding the challenges faced in retaining customers of
acquired businesses.  In light of the significance of this challenge to the successful
integration of the businesses to be acquired in the offering, consider bifurcat ing the
discussion regarding client retention challenges from your discussion of other risks
applicable to your business.  Also, to provide context for the second bullet point, stating
you may not be able to retain customers of the Target Sellers, ensure t hat this bullet point
explains how historical cha llenges may impact this risk.  Lastly, as requested in prior
comment 7, ensure that your discussion regarding such historical challenges is provided
on a period by period basis.

Risk Factors

“We structure our acquisitions as asset purchases, which may limit the ability...,”  page 10

7. Please expand the revisions you made in response to prior comment 22, to discuss the
risks associated with the asset transfers being subject to potential attack by creditors of
the target entities under fraudulent conveyance statutes  and other creditor -protective
claims .

Use of Proceeds, page 27

8. You state that you intend to use a portion of the proceeds to repay certain indebtedness.
Please disclose the interest rate and matur ity of such indebtedness.  Refer to Instruction
No. 4 to Item 504 of Regulation S -K.

Unaudited Pro Forma Condensed Combined Financial Information, page 33

9. We note your response to prior comment 27. Considering the historical losses of the
combined entiti es, and your lack of history operating these companies on a combined
basis, please clarify how your projected taxable income is based on objectively verifiable
evidence.  We refer you to ASC 740 -10-30-23.

10. Based on your response  to prior comment  30, it appears that the acquisitions of your
Target companies include the same inputs, processes and outputs as your recent historical
acquisitions that you describe in your response to prior comment 59. Please clarify the
characteristics of your Target C ompanies that are different than your historical
acquisitions, such that they resulted in goodwill. While we note in your response to prior
comment 59 you indicate that past acquisitions have been weaker companies for which

Mahmud Haq
Medical Transcription Billing, Corp.
December 4, 2013
Page 3

 the Company was able to negotiat e prices which were very close to the value of the
customer contracts, please clarify how the stronger attributes present in your Target
Companies are unrelated to the value of the customer contracts and are attributable to
other factors.  Consider revisin g your disclosure accordingly.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Case Study: Metro Medical Acquisition, page 50

11. To provide meaningful context to your case study, please expand your study to disclose
the aggregate number of customers and physicians for the time periods presented.
Further, since you provide a non -GAAP measure, EBITDA, to illustrate the performance
of the business, please also provide the information required by Item 10(e) of Regulation
S-K, including providing the most directly comparable GAAP measure , net income, both
in the visual presentation, and in your bullet points . Please also  provid e a reconciliation
of the differences between EBITDA and net income  as determined on a GAAP basis.

12. Expand your disclosure to explain how you derived the monthly financial performance
measures presented in the case study table.  For example, discuss whether this data was
derived from financial statements  prepared in accordance with GAAP .

Key Metrics

Customer Renewal Rates, page 51

13. We note your revised disclosures in response to prior comment 36.  Please clarify why
you include acquired accounts that are not a party to a services agreement with you in
your customer renewal rates.  As part of your response, clarify whether these are revenue
generating customers.  Further, please separately disclose t he percentage of your revenue
that you generate from: 1) PracticePro customers, 2) Customers who are also partial users
of your EHR, and 3) Customers who are meaningful users, in order to better explain the
relationship between the renewal rates that you p rovide and revenue that you recognize.

Retention and Migration of Acquired Customers , page 51

14. We reissue prior comment 36, insofar as you have not told us whether you utilize any
metrics to track the rate at which you retain customers from acquired busi nesses.
Although we note certain transaction and time -specific information provided in this
section, it is not clear whether you have consistently used a metric in this regard for each
of the periods presented in your financial statements.   Additionally, your revenue -
retention experience should be disclosed  so as to provide insight into the impact of your
acquisitions on your revenue base.

Mahmud Haq
Medical Transcription Billing, Corp.
December 4, 2013
Page 4

 Discussion of the Pro Forma Financial Results for the year ended December 31, 2012, page 60

15. Tell us what considerati on you gave to also disclosing the amount of revenue included in
your pro forma results for the year ended December 31, 2012 and the six months ended
June 30, 2012 attributable to customers from acquired entities who are no longer
customers as of the curre nt date.  That is, the revenue attributable to customers that you
did not retain subsequent to the acquisition dates.

16. We note your disclosure that you have historically reduced operating costs by terminating
employment of the majority of employees of the  acquired companies, terminating or not
assuming real property leases, and to the extent necessary, instead utilizing low cost
employees based in Pakistan.  However, we also note your disclosure on page 50 that you
will seek to address the challenges you h ave experienced in prior acquisitions with
respect to customer loss by retaining a larger portion of the Target Sellers’ existing
workforce for a longer period of time than in previous acquisitions, as well as developing
integrations with existing software  solutions.   Please clarify what impact you expect this
to have on your results of operations.

Quantitative and Qualitative Disclosures about Market Risk, page 64

17. We note in your response to prior comment 43 you state that that at some time in the
future the retained earnings in Pakistan will exceed the amount of working capital
required for normal operations plus the amount required for investments in capital
equip ment to support growth in Pakistani operations, but you expect that it will be several
years before you will have earnings available to repatriate. Tell us what consideration you
gave to disclosing these factors in light of the substantial cash balances he ld in Pakistan.

Acquisitions

Representations and Warranties, page 82

18. Please revise your disclosure to state affirmatively, rather than through the inclusion of a
belief -qualified statement, whether there are any material exceptions to the
representations and warranties in the acquisition agreements.

Executive Compensation

Summary Compensation Table for t he Year ended December 31, 2012, page 94

19. We reissue prior comment 49, insofar as we are unable to locate disclosure that briefly
explain s why the referenced executives received the specific salaries and bonuses.  For
example, explain what factors were considered in setting the compensation amounts, and
what persons made these compensation decisions.

Mahmud Haq
Medical Transcription Billing, Corp.
December 4, 2013
Page 5

 Consolidated Financial Statements as of  and for the Years Ended December 31, 2012 and 2011

7. Intangible Assets, page F -17

20. Tell us what consideration you gave to providing disclosure of the facts and
circumstances leading to the loss of customer contracts relating to your MABCO
acquisition, that you describe in response to prior comment 61. We refer you to ASC
350-30-50-3.a.

Ultimate Medical Management, Inc. Consolidated Financial Statements, page F -86

21. We note that Ultimate Medical Management, Inc.’s financial statements have been
restated to correct a misapplication of accounting for revenue recognition on unbilled
services . Tell us what consideration you gave to disclosing a description of the nature of
the correction as required by ASC 250 -10-50-7 as well as the cumulative effect of the
change in accounting on retained earnings as of the beginning of the earliest period
presented. We refer you to ASC 250 -10-50-7.b. Further, tell us how the auditors
considered including a reference in their audit report to the restatement.   We refer you to
AU 561.06.

 You may contact Laura Veator , Staff Accountant, at (202) 551 -3716 , or Stephen Krikorian ,
Accounting Branch Chief at (202) 551 -3488 , if you have questions regarding comments on the
financial statements and related matters.  Please contact Ivan Griswold, Attorney -Advisor, at (202)
551-3853 or, in his absence, me at (202) 551 -3488 with any other questions.

Sincerely,

        /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief - Legal

cc: Via E -Mail
 Zev M. Bomrind
 Alston & Bird, LLP