SecProbe.io

July 16, 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. 7  to Registration Statement on Form S -1
Filed on July 14, 2014
File No. 333-192989

Dear Mr. Haq:

We have reviewed your amended registration statement and have the following
comments.

Important Introductory Information, page 1

1. The aggregate purchase price for the businesses of the target sellers has been reduced
from approximately $33 million to $19 million, while the cash portion of consideration
has been reduced from approximately $17 million to $11 million.  Please expand your
disclosures here, in MD&A and Business to explain:

 The circumstances that led to the amendme nts to the purchase agreements;

 When the corresponding negotiations commenced;

 How the company was able to extract significantly more advantageous financial
terms  than the initial terms; and

 Whether the sellers’ willingness to accept significant reductions in cash
consideration provides any insights into the businesses or operations of the target
companies.

2. You state that the cash consideration portion of the tar get company acquisitions is no
longer a multiple of revenue.  Please disclose the basis utilized in stead of revenues to
value the t argets .  Also, revise your disclosures on page  52 accordingly.

Mahmud Haq
Medical Transcription Billing, Corp.
July 16, 2014
Page 2

 3. Pleas e expand your disclosure to state clearly  the initial  financial terms of the purchase
agreements.  Such information appears  necessary to provide appropriate historical
context .

Risks Relating to Our Acquisition Strategy, page 6

4. The target sellers have entered into asset purchase agreements that significantly reduce
the cash component of the asset purchase agreements.  Ple ase tell us whether the sellers’
willingness to accept significantly lower consideration as a result of the reduction in the
size of your public offering  provides insight into the effectiveness of your acquisition
strategies, target valuations, and negotiation tactics.  Ensure that such revisions are made
where you discuss prior acquisition -related challenges.

Unaudited Pro Forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(10) Purchase price Allocation/Goodwill

Purchase Price Allocation, page 52

5. We note your disclosure that the consideration for your planned acquisitions was
contractually adjusted based on th e estimated net proceeds of this offering.  We further
note that the estimated acquisition date fair values of the to -be-acquired assets and
liabilities have  been revised from the estimated amounts previously disclosed in your
amendment filed on July 8, 20 14.  The revised estimated fair value of the intangible
assets is $19.1 million as compared to the previous estimate of $24.9 million.  Clarify
why the fair value of the intangible assets has changed, and how a decrease in the
estimated net proceeds of thi s offering has resulted in a decrease in the fair value of the
intangible assets.  As part of your response, describe the methodology that you used to
determine the fair value of these assets, and the specific inputs and assumptions that have
changed.  Also, clarify whether there have been any changes in revenues, operating
results,  and customer retention of the targets  since March 31 2014.  Tell us what
consideration you gave to disclosing these factors.

6. We note your disclosure on page 1 that if the unde rwriters’ option to purchase additional
shares is exercised in full, the aggregate cash consideration paid to the target s ellers will
increase to approximately $14.1 million.   Clarify whether you consider this payment to
represent contingent consideration,  and how you have accounted for such payment.
Clarify the authoritative accounting literature upon which you relied.

Mahmud Haq
Medical Transcription Billing, Corp.
July 16, 2014
Page 3

 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 s tatements and related matters.  Please contact Ivan Griswold, Attorney -Advisor, at (202)
551-3853 or, in h is absence, me at (202) 551 -3462 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