SecProbe.io

May 2, 2014

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

Re: Medical Transcription Billing, Corp.
Amendment No. 1 to Registration Statement on Form S -1
Filed on April 7, 2014
File No. 333-192989

Dear Mr. Haq:

We have reviewed your amended registration statement and response letter dated April 4,
2014 , and have the following comments.  Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated January 9, 2014 .

Risk Factors, page 12

1. Note 1 to your financial statements states that your ability to continue as a going concern
is dependent on its ability to generate sufficient cash from operations to meet your cash
needs and/or to raise funds to finance ongoing operations and repay debt.  Under the
current operating model, you will exhaust current cash resources if the line of credit is not
renewed in August 2014, unless you complete additional debt or equity financing by that
time.  Please expand your risk factor disclosures to describe this condition and the risks to
investors.

2. You state that you have not adopted any formal standards, responsibilities or pr ocedures
governing the review and approval of related -party transactions.  Since you have
significant contractual obligations as a result of agreements with your CEO, please
expand your risk factor to include an appropriately captioned risk factor alerting  investors
to the fact that such agreements were not reviewed and approved by your audit
committee, and discuss the resulting risks.

3. The notes to your financial statements i ndicate that you have restated the 2012 statement
of cash flows to correct errors related to the effect of foreign exchange gains on the
consolidated statement of cash flows.  Although we note your risk disclosures pertaining
to the material weakness in your internal control over financial reporting, please include a
separately captione d risk factor disclosing the errors identified in your financial
statements and the subsequent restatement.

Mahmud Haq
Medical Transcription Billing, Corp.
May 2, 2014
Page 2

4. On page 94, you state that the Centers for Medicare and Medicaid Services has stated that
it is concerned that percentage -based billing services ma y encourage RCM companies to
commit or to overlook fraudulent or abusive practices.  Please tell us what consideration
you gave to discussing CMS’ concerns and the resulting risks to your company .

 “We may be unable to retain customers of the Target Selle rs …,” page 12

5. You disclose that in the past, your failure to retain acquired customers has led  to
decreases in our revenues.  The current caption does not appear to reflect the historical
challenges discussed in the subcaption to the risk factor.  Please  refocus the caption to
ensure that it reflects your experience in this regard.

“We structure our acquisitions as asset purchases …,” page 13

6. You indicate that you will not assume certain liabilities from the Target Companies.   In
particular, you state that you will not assume $1.4 million in liabilities as part of the
acquisition of Omni’s assets,  and $1.2 million in liabilities as part of the acquisition of
CastleRock’s assets .  Please expand this risk factor to provide quantitative context to the
liabilities that are not being assumed, and the risks related to non -payment of such
liabilities by the sellers.  Ensure that you discuss whether payment to the Target
Company creditors is assured under the asset acquisition agreements.

“We have incurred recent operating losses …,” page 17

7. Please expand  the risk factor caption to state that you have recently experienced net
losses.

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

Case Study: Metro Medical Ac quisition, page 58

8. We note your response to prior comment 2 and we reissue the comment.  Please tell us
how your presentation complies with Regulation G, Item 10(e), and the related
Compliance & Disclosure Interpretations. In this regard, your presentatio n of contribution
margin is not in accordance with GAAP, or calculated exclusively from amounts
determined in accordance with GAAP. Further, it is not a measure of segment profit/loss
that is in conformity with Accounting Standards Codification 280.  Pleas e remove the
measure of contribution margin from your presentation, or tell us how it complies with
the above standards.

9. Please clarify whether the directly identifiable expenses include all claims processing
expenses, including any related technology co sts.  To the extent these are excluded,
revise your disclosures accordingly.

Mahmud Haq
Medical Transcription Billing, Corp.
May 2, 2014
Page 3

 Discussion of the Pro Forma Financial Results for the year ended December 31, 2013, page 67

10. Please disclose the amount of revenue included in your pro forma results for the  year
ended December 31, 2013 attributable to customers that you did not retain subsequent to
the acquisition date.

Liquidity and Capital Resources, page 70

11. We note your disclosures regarding your current business condition on page F -8. Please
ensure yo ur liquidity discussion is consistent with these disclosures, including that you
have no further availability under your line of credit as of March 31, 2014, and under the
current operating model, you will exhaust current resources if the line of credit is  not
renewed in August 2014.

12. You state that, among other sources of cash, amounts available under your revolving line
of credit will be sufficient to meet your working capital, capital expenditure and
acquisition financing requirements for at least the n ext 12 months. Yet in Note 1 to your
financial statements you disclose that your line of credit with TD Bank has a limit of $1.2
million and the Company has no further availability under the line as of March 31, 2014.
Additionally, you disclose that the line of credit will terminate and amounts thereunder
will become payable on August 29, 2014 unless it is further extended by the lender.
Please reconcile your disclosures in this section with your financial statements, and
expand your risk factor disclosur es to reflect the risks related to the lack of available
funds under this facility, and the impact of a demand payment by the bank upon its
expiration in August 29, 2014.

Contractual Obligations and Commitments, page 72

13. You state that you have received a  support letter from the holder of the Company’s
convertible notes which demonstrates the holder’s commitment to provide financial
support to you in the amount of $1.2 million in various forms, and that your CEO has
committed, if necessary to contribute ad ditional capital up to $400,000.  Please file such
agreement in your next amendment . Further, please expand your disclosure in the
liquidity section to discuss how you have assessed the sufficiency of these commitments,
including the ability of these parti es to fulfill these obligations.  Please also disclose any
other corresponding limitations or risks as sociated with these commitments

Consolidated Financial Statements for the years ended December 31, 2013 and 2012

Report of Independent Registered Publ ic Accounting Firm, page F -2

14. We note your disclosure on page F -8 that you have restated your 2012 financial
statements for a correction of an error.  Tell us why you have not labeled the applicable
columns in your financial statements “As Restated.”  Furt her, tell us how your auditors

Mahmud Haq
Medical Transcription Billing, Corp.
May 2, 2014
Page 4

 considered including a reference in their audit report to the restatement.  We refer you to
AU561.06.

Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2013
and 2012

9. Notes Payable and  Line of Credit

Convertible Note, page F -22

15. We note your disclosure that the contingent redemption feature of this promissory note
represents an embedded derivative instrument under ASC 815 that is required to be
accounted for separately from the debt in strument.   However, it does not appear that you
disclose any redemption features. Please clarify your disclosures to describe the
redemption features of the note.  Further, please clarify the authoritative accounting
literature you are relying on in accounting for this note.

13. Income Taxes, page F -24

16. We note that you recorded a valuation allowance of $82, 052 during 2013, which
increased your tax provision.  Please clarify your disclosures to describe the nature of the
increase in valuation allowance.  We note  your disclosure on page 64 that you had a
valuation allowance against the state net operating loss carry forwards in the amount of
$82,000. However, it appears that deferred tax asset relating to your state net operating
loss carry forward is only $17,000  as of December 31, 2013.

Exhibit Index

17. In your next amendment please file  the consents for Ms.  Busquet and Dr. Tabibi.  Refer
to Rule 438 of Regulation C.

18. We are unable to locate exhibit 2.3.  Please advise.

19. To the extent your next amendment incorporates exhibits by reference, please  indicate
the filing date of the previously filed document where the particular incorporated exhibit
may be located.

You may contact Laura Veator , Staff Accountant, at (202) 55 1-3716 , or Stephen Krikorian ,
Accounting Branch Chief at (202) 551 -3488 , if you have questions regarding comments on the
financial s tatements and related matters.

Mahmud Haq
Medical Transcription Billing, Corp.
May 2, 2014
Page 5

 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
 Fox Rothschild LLP