SecProbe.io

CORRESP
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 filename1.htm

 CARECLOUD,
INC.

 7
Clyde Road

 Somerset,
New Jersey 08873

 April
23, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Attn:
 Mr.
 Edwin Kim

 Re:
 CareCloud,
 Inc.
 Acceleration
 Request for Registration Statement on Form S-3

 Commission
 File No. 333-286431

 Dear
Mr. Kim:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), CareCloud, Inc. (the "Company") hereby
requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective
on April 24, 2025 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Act.

 The
Company requests that it be notified of such effectiveness by a telephone call to Mr. Peter Katzman, of Song P.C., at (212) 599-0320.
Thank you for your attention to this matter.

 Sincerely,

 CARECLOUD,
 INC.

 By:

 /s/
 Stephen Snyder

 Stephen
 Snyder, Co-Chief Executive Officer

 cc:
Peter Katzman, Song P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Stephen Snyder
Co-Chief Executive Officer
CareCloud, Inc.
7 Clyde Road
Somerset, NJ 08873

 Re: CareCloud, Inc.
 Registration Statement on Form S-3
 Filed April 7, 2025
 File No. 333-286431
Dear Stephen Snyder:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: David Song, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 4, 2023
Bill Korn
Chief Financial Officer
CareCloud, Inc.
7 Clyde Rd.
Somerset, NJ 08873
Re:CareCloud, Inc.
Form 10-K for the Year Ended December 31, 2021
Form 10-Q for the Period Ended September 30, 2022
File No. 001-36529
Dear Bill Korn:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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December
16, 2022

Lisa
Etheredge

Senior
Staff Accountant

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    CareCloud, Inc.

    Form 10-K for the Year Ended December 31, 2021

    Form 10-Q for the Period Ended September 30, 2022

    File No. 001-36529

Dear
Ms. Etheredge:

I
am writing in response to two comments received from the Division of Corporation Finance of the Securities and Exchange Commission by
letter dated December 6, 2022 (the “Comment Letter”) with respect to the Form 10-Q of CareCloud, Inc. (the “Company”)
for the period ended September 30, 2022.

For
your convenience, the comments in the Comment Letter have been repeated below in their entirety, with the Company’s response to
a particular comment set out immediately underneath it.

    1

Form
10-Q for the Period Ended September 30, 2022

Consolidated
Financial Statements

4.
Goodwill and Intangibles - net, page 11

    1.

    You
    disclose in your November 3, 2022 press release furnished on Form 8-K that the 12% decline in revenue during the third quarter was
    attributable, in part, to two large hospital clients from one of your 2020 acquisitions completing integrations with larger health
    systems. We note on page F-21 of your December 31, 2021 Form 10-K that you recognized nearly $21 million in customer relationship
    intangibles in connection with your 2020 acquisitions and that these assets are amortized over a useful life of 3-12 years. Please
    tell us how you considered if the loss of these clients was an impairment indicator for your customer relationship intangibles as
    of September 30, 2022. Please refer to ASC 350-30-35-14 and 360-10-35-17 through 35-22.

The
two large hospital clients with recently reduced revenue were from relationships acquired as part of the acquisition of Meridian Billing
Management Co., Origin Holdings, Inc. and GMM II Holdings, LLC (“Meridian”) in June 2020. (Please note that there was another
acquisition in 2020 as noted in the Comment Letter, but the revenue loss disclosed in the Form 10-Q was from the customers whose relationships
were acquired in the Meridian acquisition.)

At
the time of the Meridian acquisition, there was a high probability that these customers were going to terminate at some point in the
future, though it was not clear when. Each of these hospitals had been acquired shortly before the Company’s acquisition of Meridian,
and at the time, each was in the process of moving their systems and processes to those used by their acquirer. This fact was considered
by the Company in its initial valuation of the customer intangible as well as the useful life. The revenue from these two large hospital
clients is continuing through mid-2023 at a reduced level based on their request for certain on-going services.

The
Company’s management assessed the impairment indicator guidance under ASC 360-10-35-21 and concluded that the loss of these two
customers after the acquisition did not represent a triggering event or an indication of impairment since the eventual termination of
these customers was foreseeable at the time their relationships were acquired by the Company.

As
disclosed in our 2021 Form 10-K (p. F-13), our intangible assets are amortized over a useful life of 3-12 years. The Form 10-K discloses
that amortization for most intangible assets (which includes the customer relationships related to Meridian) is recorded using the 200%
double declining balance (“DDB”) method over three to four years. For the Meridian customer relationships, the DDB method
is used for the first two years and then the amortization switches to the straight-line method for the remaining two years with no anticipated
salvage value.

    2

As
demonstrated in our filings and consistent with ASC 360-10-35-7, we recognize that most healthcare IT customer relationships have a more
limited life expectancy, and therefore we selected the DDB method of amortization to reduce the intangible asset value to account for
the accelerated decline in cash flows over the estimated useful life of that asset. Under the DDB method, a substantial portion of the
asset is amortized at the end of two years.

We
use the 12-year amortization period only for the intangible assets that we obtained in a 2018 acquisition of relationships connected
with three medical practices that we manage under long-term arrangements. These three medical practices comprise the Company’s
“practice management” segment, which is distinct from the Company’s “healthcare IT” segment. All of the
intangible assets within the “healthcare IT” segment are amortized within a four-year period.

We
assess the recoverability of all asset groups from the acquired customers on a regular basis. In accordance with ASC 360-10-35-17, we
would recognize an impairment loss if the carrying amount of the asset group is not recoverable and exceeds its fair value. The carrying
amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset group. We consider the asset group for the customer relationships related to Meridian to be the
“healthcare IT” segment, as those assets together generate cash flows that support the carrying value of those assets.

Per
our 2021 Form 10-K and the September 30, 2022 Form 10-Q, the cash flows from operations for the Company for the year ended December 31,
2021 and the nine months ended September 30, 2022 were approximately $13.3 and $15.1 million, respectively. For the same periods, operating
income for the “healthcare IT” segment was approximately $11.7 million and $12.1 million, respectively.

Based
on the fact that the loss of clients is always a possibility after an acquisition, especially when a client has itself been recently
acquired, the use of the DDB method of amortization for customer relationships aligns the value of our intangible assets with likely
future cash flows. Consequently, we believe that there were no impairment indicators or triggering events as of September 30, 2022. Consistent
with our current practice, we will continue to review for triggering events going forward.

    3

Management’s
Discussion and Analysis

Comparison
of the three and nine months ended September 30, 2022 and 2021, page 34

    2.
    Your
    discussion of changes in net revenue indicates that there was a decrease in revenue from three large accounts that were acquired
    in 2020 and are winding down. Please revise your future filings to more clearly explain the expected future impact to your results
    from operations as a result of the loss of these customers. Refer to Item 303(c)(2) of Regulation S-K.

In
future filings, we will more clearly explain the expected future impact to our results of operations as a result of the three large accounts
that were acquired in 2020 and are winding down as discussed in our September 30, 2022 Form 10-Q, page 34.

Two
of the customers discussed in our response to comment 1 are the same hospital clients referred to above. The third customer referred
to in the Form 10-Q was referred to in order to explain the change in total revenues for the three and nine month periods ended September
30, 2022 compared to the similar period in 2021. This customer had completely terminated during 2021 and therefore those revenues did
not exist in 2022.

Once
you review our response, please contact me with any questions.

    Very
    truly yours,

    /s/
    Bill Korn

    Bill
    Korn

    Chief
    Financial Officer

    cc:

    Securities
    and Exchange Commission

    Division of Corporation Finance

    Robert S. Littlepage, Accounting Branch Chief

    4

United States securities and exchange commission logo
December 6, 2022
Bill Korn
Chief Financial Officer
CareCloud, Inc.
7 Clyde Rd.
Somerset, NJ 08873
Re:CareCloud, Inc.
Form 10-K for the Year Ended December 31, 2021
Form 10-Q for the Period Ended September 30, 2022
File No. 001-36529
Dear Bill Korn:
            We have limited our review of your filings to the financial statements and related
disclosures 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 respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Period Ended September 30, 2022
Consolidated Financial Statements
4. Goodwill and Intangibles - net, page 11
1.You disclose in your November 3, 2022 press release furnished on Form 8-K that the 12%
decline in revenue during the third quarter was attributable, in part, to two large hospital
clients from one of your 2020 acquisitions completing integrations with larger health
systems. We note on page F-21 of your December 31, 2021 Form 10-K that you
recognized nearly $21 million in customer relationship intangibles in connection with
your 2020 acquisitions and that these assets are amortized over a useful life of 3-12 years.
Please tell us how you considered if the loss of these clients was an impairment indicator
for your customer relationship intangibles as of September 30, 2022. Please refer to ASC
350-30-35-14 and 360-10-35-17 through 35-22.

 FirstName LastNameBill Korn
 Comapany NameCareCloud, Inc.
 December 6, 2022 Page 2
 FirstName LastName
Bill Korn
CareCloud, Inc.
December 6, 2022
Page 2
Management's Discussion and Analysis
Comparison of the three and nine months ended September 30, 2022 and 2021, page 34
2.Your discussion of changes in net revenue indicates that there was a decrease in revenue
from three large accounts that were acquired in 2020 and are winding down.  Please revise
your future filings to more clearly explain the expected future impact to your results from
operations as a result of the loss of these customers. Refer to Item 303(c)(2) of Regulation
S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lisa Etheredge, Senior Staff Accountant, at (202) 551-3424 or Robert
S. Littlepage, Accounting Branch Chief, at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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CARECLOUD,
INC.

7
Clyde Road

Somerset,
New Jersey 08873

April
19, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Jan Woo

    Re:
    CareCloud,
        Inc.

        Acceleration
        Request for Registration Statement on Form S-3

    Commission
        File No. 333-255094

Dear
Ms. Woo:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), CareCloud, Inc. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on April 21, 2021 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. Peter Katzman, of Song P.C., at (212) 599-0320,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    CARECLOUD,
    INC.

    By:

    /s/
    A. Hadi Chaudhry

    A.
Hadi Chaudhry, CEO

cc:
Peter Katzman, Song P.C.

United States securities and exchange commission logo
April 8, 2021
Kimberly Blanche
General Counsel
CareCloud, Inc.
7 Clyde Road
Somerset, New Jersey 08873
Re:CareCloud, Inc.
Registration Statement on Form S-3
Filed April 7, 2021
File No. 333-255094
Dear Ms. Blanche:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Peter B. Katzman

CORRESP
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MTBC,
INC.

7
Clyde Road

Somerset,
New Jersey 08873

August
21, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Jan Woo

    Re:
    MTBC,
        Inc.

        Acceleration
        Request for Registration Statement on Form S-1

    Commission
    File No. 333-248204

    ___________________________________

Dear
Ms. Woo:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), MTBC, Inc. (the “Company”) hereby
requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective
on August 24, 2020 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Song P.C., at (212) 599-3077,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    MTBC,
    INC.

    By:

    /s/
    Stephen A. Snyder

    Stephen
    A. Snyder, CEO

    cc:
    David
    Song, Song P.C.

United States securities and exchange commission logo
August 21, 2020
Stephen Snyder
Chief Executive Officer
MTBC, Inc.
7 Clyde Road
Somerset, NJ 08873
Re:MTBC, Inc.
Registration Statement on Form S-1
Filed August 20, 2020
File No. 333-248204
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Song, Esq.

United States securities and exchange commission logo
July 15, 2020
Stephen Snyder
Chief Executive Officer
MTBC, Inc.
7 Clyde Road
Somerset, NJ 08873
Re:MTBC, Inc.
Registration Statement on Form S-1
Filed July 10, 2020
File No. 333-239788
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael C. Foland, Attorney-Advisor, at (202) 551-6711 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David Song

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B.
Riley FBR, Inc.

299
Park Avenue, 21st Floor

New
York, NY 10171

July
14, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    MTBC,
    Inc. Registration Statement on Form S-1 (No. 333-239788)

Ladies
and Gentlemen:

As
the underwriter of the proposed public offering of 11% Series A Cumulative Redeemable Perpetual Preferred Stock of MTBC, Inc.
(the “Company”), we hereby join the Company’s request that the effective date of the above-referenced Registration
Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. Eastern Time
on July 16, 2020, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as
amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating
underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    B.
    RILEY FBR, INC.

    By:
    /s/
    Patrice McNicoll

    Name:
    Patrice McNicoll

    Title:
    Co-Head of Investment Banking

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MTBC,
INC.

7
Clyde Road

Somerset,
New Jersey 08873

July
14, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Mr.
    Michael Foland

    Re:
    MTBC,
                                         Inc.

        Acceleration
        Request for Registration Statement on Form S-1

    Commission
    File No. 333-239788

Dear
Mr. Foland:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), MTBC, Inc. (the “Company”) hereby
requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective
on July 16, 2020 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Song P.C., at (212) 599-3077,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    MTBC,
    INC.

    By:
    /s/
                                         Stephen A. Snyder

    Stephen
    A. Snyder, CEO

cc:
David Song, Song P.C.

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B.
Riley FBR, Inc.

299
Park Avenue, 21st Floor

New
York, NY 10171

April
22, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    MTBC,
    Inc. Registration Statement on Form S-1 (No. 333-237660)

Ladies
and Gentlemen:

As
the underwriter of the proposed public offering of 11% Series A Cumulative Redeemable Perpetual Preferred Stock of MTBC, Inc.
(the “Company”), we hereby join the Company’s request that the effective date of the above-referenced Registration
Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. Eastern Time
on April 22, 2020, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as
amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating
underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

    Very
    truly yours,

    B.
    RILEY FBR, INC.

    By:
    /s/
    Jimmy Baker

    Name:
    Jimmy
    Baker

    Title:
    Executive
    Vice President, Head of Capital Markets

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MTBC,
INC.

7
Clyde Road

Somerset,
New Jersey 08873

April
22, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Mr.
    Jeff Kauten

    Re:
    MTBC,
        Inc.

        Acceleration
        Request for Registration Statement on Form S-1

    Commission
    File No. 333-237660

Dear
Mr. Kauten:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), MTBC, Inc. (the “Company”) hereby
requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective
on April 22, 2020 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Song P.C., at (212) 599-3077,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    MTBC,
    INC.

    By:

    /s/
    Stephen A. Snyder

    Stephen
    A. Snyder, CEO

cc:
David Song, Song P.C.

April 15, 2020
Stephen Snyder
Chief Executive Officer
MTBC, Inc.
7 Clyde Road
Somerset, New Jersey 08873
Re:MTBC, Inc.
Registration Statement on Form S-1
Filed April 13, 2020
File No. 333-237660
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       David S. Song, Esq.

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MTBC,
INC.

7
Clyde Road

Somerset,
New Jersey 08873

July
12, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Folake Ayoola

    Re:
    MTBC,
        Inc.

        Acceleration
        Request for Registration Statement on Form S-3

    Commission
    File No. 333-232493

Dear
Ms. Ayoola:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), MTBC, Inc. (the “Company”) hereby
requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective
on July 15, 2019 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Song P.C., at (212) 599-3077,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    MTBC, INC.

    By:
    /s/
    Stephen Snyder

    Stephen
Snyder, CEO

cc:
David Song, Song P.C.

July 10, 2019
Stephen Snyder
Chief Executive Officer
MTBC, Inc.
7 Clyde Road
Somerset, New Jersey 08873
Re:MTBC, Inc.
Registration Statement on Form S-3
Filed July 1, 2019
File No. 333-232493
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Folake Ayoola, Special Counsel, at 202-551-3673 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       David Song

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October
9, 2018

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    MEDICAL
    TRANSCRIPTION BILLING, CORP.

    Registration
    Statement on Form S-1 (Registration No. 333-227524) -

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Medical Transcription Billing, Corp. that the effective date of the above-referenced registration statement be
accelerated to 4:00 P.M. (Eastern Time), or as soon as practicable thereafter, on October 10, 2018, pursuant to Rule 461 under
the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name:
    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

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MEDICAL
TRANSCRIPTION BILLING, CORP.

7
Clyde Road

Somerset,
New Jersey 08873

October
9, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Jan Woo

    Mr.
    Bernard Nolan

    Re:
    Medical
                                         Transcription Billing, Corp.

        Acceleration
        Request for Registration Statement on Form S-1

        Commission
        File No. 333-227524

        ______________________________

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), Medical Transcription Billing, Corp. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on October 10, 2018 at 4:00 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Song P.C., at (212) 599-3077,
or, in his absence, to Mr. Bill Korn, the Company’s chief financial officer, at (732) 873-5133 x133.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/
    Stephen Snyder

    Stephen
Snyder, CEO

    cc:
    David Song, Song P.C.

October 1, 2018
Stephen Snyder
Chief Executive Officer
Medical Transcription Billing, Corp.
7 Clyde Road
Somerset, NJ 08873
Re:Medical Transcription Billing, Corp.
Registration Statement on Form S-1
Filed September 25, 2018
File No. 333-227524
Dear Mr. Snyder:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bernard Nolan, Attorney-Adviser, at (202) 551-6515 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Peter B. Katzman

CORRESP
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MEDICAL TRANSCRIPTION BILLING, CORP.

7 Clyde Road

Somerset, New Jersey 08873

April 2, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, DC 20549

Attn:	Ms. Jan Woo

Mr. Bernard Nolan

    Re:

        Medical Transcription Billing, Corp.

        Acceleration Request for Registration Statement on Form S-1

        Commission
        File No. 333-223886

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, (the “Act”), Medical Transcription Billing, Corp. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on April 3, 2018 at 5:30 p.m. Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

The Company requests
that it be notified of such effectiveness by a telephone call to Mr. David Song, of Mazzeo Song P.C., at (212) 599-3077, or, in
his absence, to Ms. Shruti Patel, the Company’s general counsel, at (732) 873-5133 x146.

	Sincerely,

	MEDICAL TRANSCRIPTION
BILLING, CORP.

	By: /s/
Stephen Snyder_________________

	 Stephen Snyder,
CEO

cc: David Song, Mazzeo Song P.C.

CORRESP
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April
2, 2018

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

	Re:	MEDICAL
TRANSCRIPTION BILLING, CORP.

Registration
Statement on Form S-1 (Registration No. 333-223886) -

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Medical Transcription Billing, Corp. that the effective date of the above-referenced registration statement be
accelerated to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on April 3, 2018, pursuant to Rule 461 under the
Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:

    /s/
    Mark W. Viklund

    Name:

    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
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April
2, 2018

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

Re: MEDICAL
TRANSCRIPTION BILLING, CORP.

       Registration
Statement on Form S-1 (Registration No. 333-223886) -

       Concurrence
in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Medical Transcription Billing, Corp. that the effective date of the above-referenced registration statement be
accelerated to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on April 3, 2018, pursuant to Rule 461 under the
Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:

    /s/
    Mark W. Viklund

    Name:

    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

Mail Stop 4561
March 30, 2018

Stephen A. Snyder
Chief Executive Officer
Medical Tr anscription Billing, Corp.
7 Clyde Road
Somerset, NJ 08873

Re: Medical Tr anscription Billing, Corp.
Registration Statement on Form S -1
Filed  March 23, 2018
  File No.  333-223886

Dear Mr. Snyder :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contac t Bernard Nolan, Attorney -Adviser, at (202) 551 -6515 or me at (202) 551 -
3453 with other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Peter B. Katzman, Esq.
 Mazzeo Song P.C.

CORRESP
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MEDICAL
TRANSCRIPTION BILLING, CORP.

7
Clyde Road

Somerset,
New Jersey 08873

September
21, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:

    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Acceleration
    Request for Registration Statement on Form S-1

    File
    No. 333- 220493

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), Medical Transcription Billing, Corp. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on September 25, 2017 at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Mazzeo Song P.C., at (212)
599-3077, or, in his absence, to Ms. Shruti Patel, the Company’s general counsel, at (732) 873-5133 x146.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/
    Mahmud Haq

    Mahmud
    Haq, Chairman and CEO

cc:
David Song, Mazzeo Song P.C.

CORRESP
1
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September
21, 2017

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    MEDICAL TRANSCRIPTION
    BILLING, CORP.

    Registration Statement on Form S-1 (Registration
    No. 333-220493) -

    Concurrence in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Medical Transcription Billing, Corp. that the effective date of the above-referenced registration statement be
accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on September 25, 2017, pursuant to Rule 461 under
the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly
    yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Mark W. Viklund

    Name:
    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

Mail Stop 4561
September 19, 2017

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

Re: Medical Transcription Billing, Corp.
  Registration Statement on Form S-1
Filed  September 15, 2017
  File No.  333-220493

Dear Mr. Haq :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule  461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contac t Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3453
with other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: David S. Song, Esq.
Mazzeo Song P.C.

CORRESP
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MEDICAL
TRANSCRIPTION BILLING, CORP.

7
Clyde Road

Somerset,
New Jersey 08873

July
12, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:

    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    July 7, 2017

    File
    No.: 333-219122

Ladies
and Gentlemen:

Medical
Transcription Billing, Corp., a Delaware corporation (the “Company”), hereby undertakes to promptly file a post-effective
amendment to its Registration Statement on Form S-1 (File No. 333-214863) to deregister all of the shares registered thereunder
that were not sold by the Company it is recently completed offering of its Series A Preferred Stock.

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the Company hereby requests that the effective
date for the above captioned Registration Statement (File No.: 333-219122) be accelerated so that it will be declared effective
on July 13, 2017 at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company
acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Mazzeo Song P.C., at (212)
599-3077, or, in his absence, to Ms. Shruti Patel, the Company’s general counsel, at (732) 873-5133 x146.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/
    Mahmud Haq

    Mahmud
    Haq, Chairman and CEO

    cc:
    Mr.
    Stephen Snyder, Medical Transcription Billing, Corp.

    Mr.
    Bill Korn, Medical Transcription Billing, Corp.

    Ms.
    Shruti Patel, Medical Transcription Billing, Corp.

    David
    Song, Mazzeo Song P.C.

CORRESP
1
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July
7, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Registration
    Statement on Form S-1

    Submitted
    June 30, 2017

    File
    No.: 333-219122

Ladies
and Gentlemen:

On
behalf of Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), we respectfully submit the
following responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission
by telephone on July 6, 2017 with respect to the above referenced registration statement (the “Registration Statement”).
We have filed through EDGAR Amendment No. 1 to the Registration Statement. For the Staff’s reference, we have also forwarded
copies of Amendment No. 1 marked to show changes from the initial filing of the Registration Statement. A copy of this letter
has been furnished on EDGAR as correspondence.

In
this letter, we have summarized in bold face type the comments you conveyed to us. The Company’s response to each comment
is set forth immediately below the text of the applicable comment.

We
understand that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions
you may have concerning the Company’s responses and thank you for your attention devoted to the filing.

    MTBC/Form S-1 (No. 333-219122)
    Page 2 of 2

    July 7, 2017

Staff
Comments and Company Responses:

    1.
    Amend
    the Registration Statement to reference the Company's concurrent offering under its Registration Statement on Form S-3.

    Response:
    The Company's concurrent offering is now referenced on the cover page of the prospectus contained in Amendment No. 1 to the
    Registration Statement.

    2.
    Amend
    the Registration Statement to include a description of the warrants for which the offered shares are exercisable.

    Response:
    The Company has included a description of the subject warrants in the “Description of our Capital Stock” section
    of Amendment No.1 to the Registration Statement.

Thank
you in advance for your review. Please contact me with any questions or comments you may have at (212) 599-3077.

    Very
    truly yours,

    MAZZEO
    SONG P.C.

    /s/
    David S. Song

    David
    S. Song

    Partner

    cc:
    Mr.
    Mahmud Haq, Medical Transcription Billing, Corp.

    Mr.
    Stephen Snyder, Medical Transcription Billing, Corp.

    Mr.
    Bill Korn, Medical Transcription Billing, Corp.

    Ms.
    Shruti Patel, Medical Transcription Billing, Corp.

CORRESP
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MEDICAL
TRANSCRIPTION BILLING, CORP.

7
Clyde Road

Somerset,
New Jersey 08873

June
21, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:

    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Acceleration
    Request for Registration Statement on Form S-1

    File
    No. 333-214863

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), Medical Transcription Billing, Corp. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on June 22, 2017 at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act. This acceleration request supersedes our request
made yesterday, June 20, 2017.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Mazzeo Song P.C., at (212)
599-3077, or, in his absence, to Ms. Shruti Patel, the Company’s general counsel, at (732) 873-5133 x146.

    Sincerely,

    MEDICAL
    TRANSCRIPTION BILLING, CORP.

    By:
    /s/
    Mahmud Haq

    Mahmud
    Haq, Chairman and CEO

    cc:
    David
    Song, Mazzeo Song P.C.

CORRESP
1
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June
21, 2017

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    MEDICAL
    TRANSCRIPTION BILLING, CORP.

    Registration
    Statement on Form S-1 (Registration No. 333-214863) -

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in
the request by Medical Transcription Billing, Corp. that the effective date of the above-referenced registration statement be
accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on June 22, 2017, pursuant to Rule 461 under the
Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:

    /s/
    Mark W. Viklund

    Name:
    Mark
    W. Viklund

    Title:
    Chief
    Executive Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
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MEDICAL
TRANSCRIPTION BILLING, CORP.

7
Clyde Road

Somerset,
New Jersey 08873

June
20, 2017

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:

    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Acceleration
    Request for Registration Statement on Form S-1

    File
    No. 333-214863

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, (the “Act”), Medical Transcription Billing, Corp. (the “Company”)
hereby requests that the effective date for the above captioned Registration Statement be accelerated so that it will be declared
effective on June 22, 2017 at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

The
Company requests that it be notified of such effectiveness by a telephone call to Mr. David Song, of Mazzeo Song P.C., at (212)
599-3077, or, in his absence, to Ms. Shruti Patel, the Company’s general counsel, at (732) 873-5133 x146.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/
    Mahmud Haq

    Mahmud
    Haq, Chairman and CEO

    cc:
    David
    Song, Mazzeo Song P.C.

CORRESP
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June
20, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:

    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Submitted
    June 14, 2017

    File
    No.: 333-214863

Ladies
and Gentlemen:

On
behalf of Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), we respectfully submit the
following responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission
by telephone on June 16, 2017 with respect to the above referenced registration statement (the “Registration Statement”).
We have filed through EDGAR Amendment No. 4 to the Registration Statement. For the Staff’s reference, we have also forwarded
copies of Amendment No. 4 marked to show changes from Amendment No. 3 to the Registration Statement. A copy of this letter has
been furnished on EDGAR as correspondence.

In
this letter, we have summarized in bold face type the comments you conveyed to us. The Company’s response to each comment
is set forth immediately below the text of the applicable comment.

We
understand that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions
you may have concerning the Company’s responses and thank you for your attention devoted to the filing.

    MTBC/Form
    S-1 (No. 333-214863)
    Page
    2 of 2

    June
    20, 2017

Staff
Comments and Company Responses:

    1.
    Please
    remove the “Total” column from the offering price table on the prospectus cover page.

    Response:
    The Company has revised the prospectus cover page by removing the Total column from the offering price table.

    2.
    Please
    correct the Form 8-K filing date referenced in the Montgomery Coscia Greilich LLP consent from November 30, 2016 to December
    1, 2016.

    Response:
    The Company has filed an amended consent from Montgomery Coscia Greilich LLP to reference the Form 8-K filed on December 1,
    2016.

Thank
you in advance for your review. Please contact me with any questions or comments you may have at (212) 599-3077.

    Very
    truly yours,

    MAZZEO
    SONG P.C.

    /s/
    David S. Song

    David
    S. Song

    Partner

    cc:
    Mr.
    Mahmud Haq, Medical Transcription Billing, Corp.

    Mr.
    Stephen Snyder, Medical Transcription Billing, Corp.

    Mr.
    Bill Korn, Medical Transcription Billing, Corp.

    Ms.
    Shruti Patel, Medical Transcription Billing, Corp.

CORRESP
1
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June
14, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

    Attn:
    Ms.
    Jan Woo

    Ms.
    Ji Shin

    Re:
    Medical
    Transcription Billing, Corp.

    Amendment
    No. 3 to Registration Statement on Form S-1

    Submitted
    June 14, 2017

    File
    No.: 333-214863

Ladies
and Gentlemen:

On
behalf of Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), we respectfully submit the
following responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission
in its letter dated June 12, 2017 with respect to the above referenced registration statement (the “Registration Statement”).
We have filed through EDGAR Amendment No. 3 to the Registration Statement. For the Staff’s reference, we have also forwarded
copies of Amendment No. 3 marked to show changes from Amendment No. 2 to the Registration Statement. A copy of this letter has
been furnished on EDGAR as correspondence.

In
this letter, we have summarized in bold face type the comments you conveyed to us. The Company’s response to each comment
is set forth immediately below the text of the applicable comment.

We
understand that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions
you may have concerning the Company’s responses and thank you for your attention devoted to the filing.

    MTBC/Form
    S-1 (No. 333-214863)
    Page
    2 of 2

    June
    14, 2017

Staff
Comments and Company Responses:

    1.
    Information
    provided throughout the prospectus assumes that you will receive the full offering proceeds, net placement agent fees and
    expenses. Given that this is a “best efforts” offering, please revise the prospectus, including the cover page,
    prospectus summary, use of proceeds and capitalization sections, to show the impact of receiving proceeds at varying levels,
    such as 25%, 50%, 75% and 100% of the shares being sold.

    Response:
    The Company has revised the prospectus to show the impact of receiving proceeds at three levels: 33%, 67% and 100% of the
    shares sold. The Company does not believe its inability to raise a minimum amount of proceeds will have a material impact
    on the Company. Accordingly, we believe the revised disclosure adequately describes the impact of receiving proceeds at varying
    levels.

    2.
    Please
    file a consent from Montgomery Coscia Greilich LLP to incorporate by reference the report with respect to the consolidated
    financial statements of MediGain, LLC and subsidiaries included in the Form 8-K filed on December 1, 2016.

    Response:
    The Company has filed a consent from Montgomery Coscia Greilich LLP.

Thank
you in advance for your review. Please contact me with any questions or comments you may have at (212) 599-3077.

    Very
    truly yours,

    MAZZEO
    SONG P.C.

    /s/
    David S. Song

    David
    S. Song

    Partner

    cc:
    Mr.
    Mahmud Haq, Medical Transcription Billing, Corp.

    Mr.
    Stephen Snyder, Medical Transcription Billing, Corp.

    Mr.
    Bill Korn, Medical Transcription Billing, Corp.

    Ms.
    Shruti Patel, Medical Transcription Billing, Corp.

Mail Stop 4561
June 12, 2017

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

Re: Medical Transcription Billing, Corp.
  Amendment No. 2 to Registration Statement on Form S-1
Filed  June 2, 2017
  File No.  333-214863

Dear Mr. Haq :

We have reviewed your amended 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 respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and circumstances
or do no t believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Informat ion provided throughout the prospectus assumes  that you will receive the full
offering proceeds, net placement agent fees and expenses .  Given that this is a “best -
efforts” offering, p lease revise the prospectus, including the cover page, prospectus
summar y, use of proceeds and capitalization sections , to show the impact of receiving
proceeds at varying levels, such as  25%, 50%, 75% and 100% of the shares being sold.

Incorporation by Reference, page 53

2. Please file a consent from Montgomery Coscia Greilich  LLP to incorporate by reference
the report with respect to the consolidated financial statements of MediGain, LLC and
subsidiaries  included in the Form 8 -K filed on December 1, 2016 .

Mahmud Haq
Medical Transcription Billing, Corp.
June 12, 2017
Page 2

 Please contact Ji Shin, Attorney -Advisor, at (202) 551 -3579 or me at (2 02) 551 -3453 with
any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: David S. Song , Esq.
Mazzeo Song P.C.

CORRESP
1
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December
12, 2016

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

Attn:
Ji Shin, Attorney-Advisor

    Re:
    Medical
    Transcription Billing, Corp.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Submitted
    December 1, 2016

    File
    No.: 333-214863

Dear
Ms. Shin:

On
behalf of Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), we have filed through EDGAR
and separately forwarded courtesy copies of Amendment No. 1 to the above referenced registration statement on Form S-1 (the “Registration
Statement”), each of which has been marked to show changes from the original filing.

In
this letter, we respectfully submit the following responses to the comments received from you by phone on December 5, 2016 with
respect to the above referenced filing. For your convenience, we have summarized in bold face type the comments you conveyed to
us. The Company’s response to each comment is set forth immediately below the text of the applicable comment. A copy of
this letter has been furnished on EDGAR as correspondence.

We
understand that you will be reviewing the Company’s responses and may have additional comments. We welcome any questions
you may have concerning the Company’s responses and thank you for your attention devoted to the filing.

Staff
Comments and Company Responses:

    1.
    Amend
    the Registration Statement to include the names of the Company’s underwriters.

    Response:
    The names of the Company’s underwriters have been added to Amendment No. 1 to the Registration Statement.

    2.
    Amend
    the Registration Statement to reference, on the prospectus cover page, the Company’s concurrent offering under its Registration
    Statement on Form S-3.

    Response:
    The Company’s concurrent offering has been referenced on the cover page of the prospectus contained in Amendment No.
    1 to the Registration Statement.

    Securities
    and Exchange Commission
    Page
2 of 3

    December
    12, 2016

    3.
    Provide
    an analysis as to why the Company believes that its announcement of this offering prior to the filing of the Registration
    Statement is not a violation of Section 5 of the Securities Act and amend the Registration Statement to include a risk factor
    regarding the potential consequences of such violation

    Response:
    On November 10, 2016, the Company held an earnings call to discuss its 2016 quarterly results. One of the developments discussed
    on the call was the Company’s recent transaction acquiring certain assets of MediGain, LLC. Pursuant to the terms of
    the transaction, the seller agreed to accept $2,000,000 of the purchase price at closing and the remaining $5,000,000 of the
    purchase price within 90 days of closing. Anticipating that investors and shareholders would want to know how the Company
    planned to raise funds to pay the balance of the purchase price, the Company elected to announce its intended offering of
    Series A Preferred Stock to raise funds for the remaining purchase price. The Company’s position is that there has been
    no violation of Section 5 because the announcement mentioned no more than what is permitted under the Rule 135 safe harbor
    of the Securities Act. It is arguable, however, that there may have been a Section 5 violation because the announcement was
    included as part of the Company’s routine earnings release and quarterly report, and if the earnings release and quarterly
    report is deemed a part of the announcement, the conditions to meeting the Rule 135 safe harbor would not be met. (Aside from
    the announcement itself, we believe the earnings release and related communications fell within the Rule 169 safe harbor of
    the Securities Act.)

    We
    do not believe the announcement of this offering constituted “gun jumping” in violation of Section 5 of the Securities
    Act for the following additional reasons:

    ●
    The
    announcement was not intended to (and we believe it did not) condition the market in anticipation of this offering. The contents
    of the Company’s earnings release and quarterly report were routine, and did not contain information that could reasonably
    be expected to arouse public interest in this particular offering or any other securities offering by the Company.

    ●
    The
    Commission’s restrictions on communications when a securities offering is in process is to prevent selling activities
    in the absence of available information about the issuer or the subject securities. We respectfully ask the Staff to consider
    the following:

    ●
    We
    do not think the announcement constituted “selling activities”. The announcement was made because, in the good
    faith judgment of the Company, it was important for investors and shareholders to know how the Company intended to raise funds
    for a material contractual obligation that had already been disclosed. The context in which the announcement was made was
    clearly intended to explain how a material contractual obligation would be met, and not one that had the effect of arousing
    interest in the securities by, for example, discussing the Company’s prospects once funds were raised and deployed.

    ●
    We
    believe adequate information relating to the securities was already available at the time of announcement. This offering will
    be the Company’s third offering of this same security, the most recent offering conducted in July of this year. We are
    not aware of any disclosure that is particular to this offering that would materially alter investment considerations not
    already disclosed in the Company’s filings. The per share offering price and underwriting commission are also anticipated
    to be the same as past offerings. Accordingly, we believe that even if the announcement were “selling activities”,
    adequate information relating to the securities was also available to the parties to whom such selling activities were directed.

    Securities
    and Exchange Commission
    Page
3 of 3

    December
    12, 2016

Below
please find the proposed risk factor that the Company intends to include in Amendment No. 1 to the Registration Statement regarding
the announcement.

If
our announcement of this offering were held to be in violation of the Securities Act, we could be required to repurchase securities
sold under this offering. You should rely only on statements made in this prospectus in determining whether to purchase
our shares.

On
November 10, 2016, the Company held an earnings call to discuss its 2016 quarterly results. One of the developments discussed
on the call was the Company’s recent transaction of acquiring certain assets of MediGain, LLC. Pursuant to the terms of
the transaction, the seller agreed to accept $2,000,000 of the purchase price at closing and the remaining $5,000,000 of the purchase
price within 90 days of closing. Anticipating that investors and shareholders would want to know how the Company planned to raise
funds to pay the balance of the purchase price, the Company elected to announce its intended offering of Series A Preferred Stock
to raise funds for the remaining purchase price in its earnings release issued on November 10, 2016, in its Quarterly Report on
Form 10-Q filed on November 10, 2016 and during its earnings call the same day.

We
do not believe our announcement of this offering constituted “gun jumping” in violation of Section 5 of the Securities
Act. However, if it were held by a court to be in violation of the Securities Act, we could be required to repurchase the shares
sold to purchasers in this offering at the original purchase price, plus statutory interest, for a period of one year following
the date of the violation. We would vigorously contest any such claim that a violation of the Securities Act occurred. Any liability
for a potential violation of Section 5 under the Securities Act and a resulting repurchase of our Series A Preferred Stock may
adversely impact the financial health of the Company.

    4.
    Include
    the legal opinion of the Company’s counsel as an exhibit to the amended Registration Statement.

    Response:
    Our legal opinion has been filed as an exhibit to Amendment No. 1 to the Registration Statement.

    5.
    It
    was noted that Form Ds were not filed with the Commission with respect to the Company’s unregistered sales of warrants
    made to Opus Bank on September 2, 2015 and July 13, 2016.

    Response:
    The Company has since filed Form Ds for such sales.

Thank
you in advance for your review. Please contact me with any questions or comments you may have at (212) 599-3077.

    Very
    truly yours,

    /s/
    David Song

    cc:
    Mr.
    Mahmud Haq, Medical Transcription Billing, Corp.

    Mr.
    Stephen Snyder, Medical Transcription Billing, Corp.

    Mr.
    Bill Korn, Medical Transcription Billing, Corp.

    Ms.
    Shruti Patel, Medical Transcription Billing, Corp.

CORRESP
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MEDICAL TRANSCRIPTION BILLING, CORP.

7 Clyde Road

Somerset, New Jersey 08873

May 6, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

     Re:
    Medical Transcription
    Billing, Corp. Form S-3 Registration Statement (File No. 333-210391), as amended.

Ladies and
Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Medical Transcription Billing, Corp. (the “Registrant”) hereby requests
that the effective date for the above captioned Registration Statement be accelerated so that it will be declared effective on
May 9, 2016 or as soon thereafter as practicable.

The Registrant hereby
acknowledges that:

 • should the Securities and Exchange Commission (the "Commission") or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 • the Registrant may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/ Mahmud
    Haq

    Mahmud Haq, Chairman and CEO

cc:        David Song, Mazzeo Song P.C.

CORRESP
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April 22, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

      Attention:
    Barbara C. Jacobs, Assistant Director

    Ji Shin, Attorney-Advisor

    Re:
    Medical Transcription Billing, Corp.

    Registration Statement on Form S-3

    Filed on March 24, 2016

    File No. 333-210391

Ladies and Gentlemen:

We
reference the comments of the staff of the Securities and Exchange Commission (the "Staff") contained in its letter to
Medical Transcription Billing, Corp. dated April 11, 2016 relating to the above referenced Registration Statement on Form S-3 ("Registration
Statement"). In response to the Staff's comments, Amendment No. 1 to the Registration Statement was filed on April 14, 2016.
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed the comment with the Company’s
response.

 1. It appears you are registering this offering in reliance on General Instruction I.B.6 to
Form S-3. If so, please provide the disclosure required by Instruction 7 to General Instruction I.B.6 to Form S-3. If not, please
tell us which instruction to Form S-3 you are relying on to register this offering.

We have added
the disclosure required by Instruction 7 to General Instruction I.B.6 to Form S-3.

 2. Please revise to indicate that the total proposed maximum aggregate offering price is $20
million. Also revise the cover page to indicate the maximum offering size. See Item 501(b)(2) of Regulation S-K.

We have revised
the cover page of the Prospectus to indicate the maximum offering size of $20 million, as was shown on the cover page of Form S-3.

7 Clyde Road, Somerset,
NJ 08873            Phone 732.873.5133 x.133            Facsimile 732.873.3378            www.MTBC.com

U.S. Securities and Exchange Commission

April 22, 2016

Page 2

 3. It appears that the consent of Grant Thornton (Canada) LLP should refer to the Form 8-K filed
on September 24, 2015. Please revise or advise.

Grant Thornton
Canada has corrected the date of the 8-K on their consent to September 24, 2015.

If you should have
any questions about our filing or require any further information, please do not hesitate to contact me or our outside counsel
David Song at (212) 599-3077.

Sincerely,

    /s/ Bill Korn

    Chief Financial Officer

 cc: Mahmud Haq, Medical Transcription Billing, Corp.

Stephen Snyder, Medical Transcription Billing, Corp.

David S. Song, Esq., Mazzeo Song P.C.

7 Clyde Road, Somerset,
NJ 08873            Phone 732.873.5133 x.133            Facsimile 732.873.3378            www.MTBC.com

Mail Stop 4561
April 11, 2016

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

Re: Medical Transcription Billing, Corp.
  Registration Statement on Form S-3
Filed  March 24, 2016
  File No.  333-210391

Dear Mr. Haq :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. It appears you are registering this offering in reliance on General Instruction I.B.6 to Form
S-3.  If so, please provide the disclosure required by Instruction 7 to General Instruction
I.B.6 to Form S -3.  If not , please tell us which instruction to Form S -3 you are relying on
to register this offering.

Facing Page

Calculation of Registration Fee

2. Please revise to indicate that the total p roposed maximum aggregate offering p rice is $20
million.  Also revise the cover page to indicate the maximum offering size.  See Item
501(b)(2) of Regulation S -K.

Mahmud Haq
Medical Transcription Billi ng, Corp.
April 11, 2016
Page 2

 Part II Information Not Required in Prospectus

Item 16. Exhibits an d Financial Statement Schedules

Exhibit 23.3

3. It appears that the c onsent  of Grant Thornton (Canada) LLP should refer to the Form 8 -K
filed on September 24, 2015.  Please revise or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 193 3 and all
applicable Securities  Act rules require.   Since the company and its management are in possession
of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy
of the  disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,  in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense i n any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering  of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Mahmud Haq
Medical Transcription Billi ng, Corp.
April 11, 2016
Page 3

 Please contact Ji Shin , Attorney -Advisor,  at (202) 551 -3579 or me at (202) 551 -3735  with
any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director
Office of Information Technologies
and Services

cc: David S. Song , Esq.
Mazzeo Song P.C.

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CHARDAN CAPITAL MARKETS, LLC

17 STATE STREET, SUITE 1600

NEW YORK, NY 10004

November 2, 2015

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

 Re: MEDICAL TRANSCRIPTION CORP.

  Registration Statement – Form S-1 (Registration No. 333-205664)-

  Concurrence in Acceleration Request

Ladies and Gentlemen:

Chardan Capital Markets, LLC, as representative
of the underwriters for the referenced offering, hereby concurs in the issuer’s request that the effective date of the referenced
registration statement be accelerated to 4:00 p.m. Eastern time on November 3, 2015, pursuant to Rule 461 under the Securities
Act. Chardan affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/Jonas Grossman

    Name: Jonas Grossman

    Title: President

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MEDICAL TRANSCRIPTION BILLING, CORP.

7 Clyde Road

Somerset, New Jersey 08873

November 2, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Medical Transcription Billing, Corp. Form S-1 Registration Statement (File No. 333-205664) originally filed July 15, 2015, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-36529), as amended.

Ladies and
Gentlemen:

Medical Transcription
Billing, Corp. (the “Registrant”) hereby requests acceleration of the effective date of the above captioned Registration
Statements on Form S-1 and Form 8-A effective at November 3, 2015 at 4:00 p.m., New York time, or as soon thereafter as practicable.

The Registrant hereby
acknowledges that:

 • should the Securities and Exchange Commission (the "Commission") or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 • the Registrant may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant requests
that it be notified of such effectiveness by a telephone call to Mr. Joel Mayersohn, of Roetzel & Andress, LPA, at (954) 759-2763,
or in his absence Ms. Amritpal Deol, the Registrant’s general counsel, at (732) 873-5133 x141. We also respectfully request
that a copy of the written order from the Commission verifying the effective time and date of such Registration Statements be sent
to Roetzel & Andress, LPA, attention: Joel Mayersohn, via facsimile at (954) 462-4260.

    Sincerely,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/ Mahmud Haq

    Mahmud Haq, Chairman and CEO

 cc: Joel Mayersohn, Roetzel & Andress, LPA

July 24 , 2015

Mahmud Haq
Chief Executive Officer
Medical Transcription Billing, Corp.
7 Clyde Road
Somerset, NJ 08873

Re: Medical Transcription Billing, Corp.
  Registration Statement on Form S-1
Filed  July 15, 2015
  File No.  333-205664

Dear Mr. Haq:

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with  respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the  filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the

Mahmud Haq
Medical Transcription Billing, Corp.
July 24, 2015
Page 2

 Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Matthew Crispino, Staff Attorney,  at (202) 551 -3456  with any
questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Joel Mayersohn, Esq.
Roetzel & Andress, LPA

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    100
                                         Park Avenue, Suite 1500

        New York,
        NY 10017

        Tel 212.878.7900
        Fax 212.692.0940

        www.foxrothschild.com

    Alison Newman

        Direct Dial: 212-878-7997

        Email Address: ANewman@Foxrothschild.com

July 21, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Attention: Mark P. Shuman

Ivan Griswold

Laura Veator

Stephen Krikorian

 Re: Medical Transcription Billing, Corp.

  Amendment No. 8 to Registration Statement on Form S-1

  Filed on July 21, 2014

  File No. 333-192989

Ladies and Gentlemen:

On behalf of our
client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we are responding
to oral comments of the staff of the Securities and Exchange Commission provided to us today relating to the above referenced Amendment
No. 8 to Registration Statement on Form S-1 (the “Registration Statement”).

Please be advised that we have discussed with the Company, the underwriters and counsel for the underwriters
the disclosure on pages 1, 55, 61 and 99 of the Registration Statement regarding the circumstances leading up to the reduction
in the offering price on July 10, 2014. The Company and the underwriters believe that such disclosure adequately describes the
circumstances regarding the reduction in the offering price in all material respects and that there are no additional material
facts specific to the Company that the Company or the underwriters are aware of that should be disclosed in the Registration Statement
in order to make those statements not misleading.

Sincerely,

/s/ Alison Newman

 cc: Mahmud Haq, Medical Transcription Billing, Corp.

Bill Korn, Medical Transcription Billing, Corp.

Stephen Snyder, Medical Transcription Billing, Corp.

Mitchell Nussbaum, Loeb & Loeb LLP

CORRESP
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July 21, 2014

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Medical Transcription Billing, Corp.

Registration Statement on Form S-1

File No. 333-192989

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Chardan Capital Markets, LLC, as joint
lead underwriter and representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Tuesday July 22, 2014, or as soon
thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: July 14, 2014

    (ii)
    Dates of distribution:  July 14 – July 21, 2014

    (iii)
    Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 13 dealers; 3 underwriters

    (iv)
    Number of prospectuses so distributed: approximately 650

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

CHARDAN CAPITAL MARKETS, LLC

By:         /s/ Kerry
Propper

Name:       Kerry Propper

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Medical Transcription Billing, Corp.

7 Clyde Road

Somerset, NJ 08873

July 21, 2014

VIA EDGAR

Mark P. Shuman

Branch Chief – Legal

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Medical Transcription Billing, Corp. Registration Statement on Form S-1

  Commission File No. 333-192989

Dear Mr. Shuman:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Medical Transcription Billing, Corp. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-192989) (the “Registration
Statement”), so that it may become effective at 4:00 p.m. on July 22, 2014, or as soon thereafter as practicable.

The Registrant hereby
acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert this action as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Thank you for your
prompt attention to this request. We request that such effectiveness be confirmed in writing.

    Very truly yours,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/ Mahmud Haq

    Mahmud Haq

    Chief Executive Officer

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    100 Park
        Avenue, Suite 1500

        New York,
        NY 10017

        Tel 212.878.7900
        Fax 212.692.0940

        www.foxrothschild.com

    Alison Newman

        Direct Dial: 212-878-7997

        Email Address: ANewman@Foxrothschild.com

July 18, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Mark P. Shuman

    Ivan Griswold

    Laura Veator

    Stephen Krikorian

    Re:
    Medical Transcription Billing, Corp.

    Amendment No. 7 to Registration Statement on Form S-1

    Filed on July 14, 2014

    File No. 333-192989

Ladies and Gentlemen:

On behalf of our
client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated July 16, 2014 (the “Comment Letter”), relating to the above referenced Amendment
No. 7 to Registration Statement on Form S-1 (the “Registration Statement”). In response to the comments set
forth in the Comment Letter, MTBC has revised the Registration Statement and is filing Amendment No. 8 to the Registration Statement
with this response letter.

In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Except as otherwise specifically indicated, page references herein correspond to the page of the revised draft of the Registration
Statement.

U.S. Securities and Exchange Commission

July 18, 2014

Page 2

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 amendments 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.

The
Company advises the Staff that it has revised the disclosure as requested by the Staff on pages 1, 55, 61, and 99-100 to
address the Staff’s comment.

2.	You
state that the cash consideration portion of the target company acquisitions is no longer a multiple of revenue. Please disclose
the basis utilized instead of revenues to value the targets. Also, revise your disclosures on page 52 accordingly.

The Company advises the Staff that it has revised the disclosure
as requested by the Staff on pages 1 and 55, as well as on pages 61, and 99-100, to address the Staff’s comment.

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

The Company advises the Staff that it has revised the disclosure
as requested by the Staff on page 1, as well as on pages 55, 61, and 99-100, to address the Staff’s comment.

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. Please 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.

U.S. Securities and Exchange Commission

July 18, 2014

Page 3

The Company advises the Staff that it has revised
the disclosure on pages 8, 15, and 63 to address the Staff’s comment. The Company supplementally advises the
Staff that it believes that the willingness of the target sellers to accept significantly lower consideration as a result of
the reduction in the size of the public offering does not provide meaningful insight into the effectiveness by the Company in
its acquisition strategies, target valuations, or negotiation tactics. The Company believes that its initial valuation of
the target sellers properly reflected the uncertainty and anticipated time to closing at the time the acquisition agreements
were first entered into, and the anticipated combined valuation of the Company and the target sellers in the public offering
as discussed with the Company’s underwriters. The Company further believes that the target sellers agreed to accept
the reduction in their cash purchase prices due primarily to the anticipated decrease in the estimated offering price of the
Company’s common stock and the uncertain market conditions in the equity capital markets.

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 the 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, 2014. 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 this 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.

U.S. Securities and Exchange Commission

July 18, 2014

Page 4

The Company advises the Staff that in accordance
with ASC 805 the Company determined a preliminary fair value of the assets acquired and liabilities assumed using an internal model.
The preliminary purchase price allocation uses a discounted cash flow model which determines the fair value of the tangible assets
and liabilities acquired. Customer relationships and non-compete agreements are the only intangible assets being acquired with
more than nominal value, since the Target Sellers do not have proprietary technology and we do not intend to leverage their trade
names or trademarks. Our model, for each acquired business, includes assumptions such as revenue growth rates, profitability rates,
attrition rates and weighted average costs of capital.

Subsequent to July 8, 2014, our underwriters
advised the Company that investors are likely to value our stock at a substantially reduced price, with an indication of $5 per
share. Accordingly, we adjusted the price set forth in the prospectus to include a reduced estimated offering price of $5 and,
since the number of shares to be issued to the Target Sellers remains fixed, the fair value of the stock portion of the purchase
prices was reduced by half. Because the total IPO proceeds are now estimated to be approximately $20 million instead of $30 million,
we negotiated a reduction in the cash portion of the purchase prices to be paid to the Target Sellers at closing, promising to
share with them any additional cash which might result from underwriters’ exercise of their overallotment option. Since our
model of the Target Sellers’ businesses indicates no change to revenues, operating results or customer retention since March
31, 2014, our assumptions regarding future results for each business were not changed. Thus no changes were made to the internal
fair value calculations. The result was negative goodwill, which we recorded as a reduction in the value of customer relationships.

Upon receiving your comment letter, we have
concluded that the change in the estimated value of our stock at the time of our IPO will increase the weighted average cost of
capital (ie, discount rate) used to value the intangible assets of the Target Sellers. We have updated our model to reflect the
implicit discount rate which equates the present value of future cash flows of each business with the prices we are now paying
for these businesses by increasing the asset-specific risk premiums reflecting the reduced estimated offering price. Using a weighted
average cost of capital of 21-23%, the calculated business enterprise values now approximate the new purchase prices for the Target
Sellers.

Therefore, as a result of the reduction in the purchase
price to be paid to the Target Sellers, we have reflected the value of intangible assets as $13.1 million, compared with $24.9
million of intangible assets shown previously. This  results in goodwill of $5.9 million. We  have revised the pro forma
information in our Registration Statement to reflect these new valuation estimates.

Our Registration Statement discloses that
subsequent to the initial public offering, we will hire a valuation specialist to validate all assumptions and determine an updated
purchase price allocation.

The Company advises the Staff that it has
revised its disclosures as requested by the Staff.

U.S. Securities and Exchange Commission

July 18, 2014

Page 5

6.	We note your disclosure on page 1 that if the underwriters’ option to purchase additional shares is exercised
in full, the aggregate cash consideration paid to the target sellers 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.

The Company advises the Staff that its arrangements with the
target sellers now provide that the Company will allocate the proceeds of any exercise of the overallotment option by the underwriters
to the three target sellers. This is considered to be contingent consideration under ASC 805. At the time of the preparation of
the pro forma financials, the value of the consideration was determined by the Company to be nominal as the Company believed the
likelihood of the overallotment option being exercised by the underwriters was remote, and continues to believe so as of the date
hereof. The underwriters advised the Company to substantially reduce the offering price, from the range of $9 - $11 per share in
the preliminary prospectus dated June 13, 2014, to an estimated $5 per share, and indicated they could likely increase the number
of shares from 3 million to 4.08 million shares, based on preliminary indications of interest from investors. As a result of investor
response to the offering, the Company assessed likely near term additional share demand at prices above the initial offering price
as minimal, and hence concluded that the fair value of the overallotment was nominal.

The Company advises the Staff that it has revised the disclosure
on page 55 to note that the overallotment is considered to be contingent consideration; however, the preliminary value was determined
by management to be nominal. The overallotment option expires 30 days from the effective date of the offering and any variance
will be reflected in the income statement, per ASC 805-30-35.

The Company further advises the Staff that it has also disclosed
the maximum purchase price to be paid to the target sellers if the overallotment option were to be fully exercised.

Sincerely,

/s/ Alison Newman

U.S. Securities and Exchange Commission

July 18, 2014

Page 6

    cc:
    Mahmud Haq, Medical Transcription Billing, Corp.

    Bill Korn, Medical Transcription Billing, Corp.

    Stephen Snyder, Medical Transcription Billing, Corp.

    Mitchell Nussbaum, Loeb & Loeb LLP

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July 18, 2014

Laura Veator

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Medical Transcription Billing, Corp.

  Registration Statement on Form S-1

  Filed on July 14, 2014

  File No. 333-192989

Dear Ms. Veator:

Set
forth below is the response of Medical Transcription Billing, Corp. (“MTBC” or the “Company”),
to certain of the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in
its letter dated July 16, 2014 (the “Comment Letter”) and articulated during our call this morning, relating
to the above referenced Registration Statement on Form S-1 (the “Registration Statement”). We will file a response
answering all questions raised in the Comment Letter and updating our Registration Statement on Form S-1 later today. In this letter,
we have recited comment 5 from the Staff in italicized, bold type and have followed the comment with the Company’s response.

5.           We note your disclosure that the consideration for
your planned acquisitions was contractually adjusted based on the 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, 2014. 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 this 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.

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

U.S. Securities and Exchange Commission

July 18, 2014

Page 2

The Company advises the Staff that in accordance
with ASC 805 the Company determined a preliminary fair value of the assets acquired and liabilities assumed using an internal model.
The preliminary purchase price allocation uses a discounted cash flow model which determines the fair value of the tangible assets
and liabilities acquired. Customer relationships and non-compete agreements are the only intangible assets being acquired with
more than nominal value, since the Target Sellers do not have proprietary technology and we do not intend to leverage their trade
names or trademarks. Our model, for each acquired business, includes assumptions such as revenue growth rates, profitability rates,
attrition rates and weighted average costs of capital.

Subsequent to July 8, 2014, our underwriters
advised the Company that investors are likely to value our stock at a substantially reduced price, with an indication of $5 per
share. Accordingly, we adjusted the price set forth in the prospectus to include a reduced estimated offering price of $5 and,
since the number of shares to be issued to the Target Sellers remains fixed, the fair value of the stock portion of the purchase
prices was reduced by half. Because the total IPO proceeds are now estimated to be approximately $20 million instead of $30 million,
we negotiated a reduction in the cash portion of the purchase prices to be paid to the Target Sellers at closing, promising to
share with them any additional cash which might result from underwriters’ exercise of their overallotment option. Since our
model of the Target Sellers’ businesses indicates no change to revenues, operating results or customer retention since March
31, 2014, our assumptions regarding future results for each business were not changed. Thus no changes were made to the internal
fair value calculations. The result was negative goodwill, which we recorded as a reduction in the value of customer relationships.

Upon receiving your comment letter, we
have concluded that the change in the estimated value of our stock at the time of our IPO will increase the weighted average
cost of capital (ie, discount rate) used to value the intangible assets of the Target Sellers. We have updated our model to
reflect the implicit discount rate which equates the present value of future cash flows of each business with the prices we
are now paying for these businesses by increasing the asset-specific risk premiums reflecting the reduced estimated offering
price. Using a weighted average cost of capital of 21-23%, the calculated business enterprise values now approximate the new
purchase prices for the Target Sellers.

Therefore, as a result of the reduction
in the purchase price to be paid to the Target Sellers, we intend to reflect the value of intangible assets as $13.1 million, compared
with $24.9 million of intangible assets shown previously. This will result in goodwill of $5.9 million. We will revise the pro
forma information in our Registration Statement to reflect these new valuation estimates.

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

U.S. Securities and Exchange Commission

July 18, 2014

Page 3

Our Registration Statement discloses that
subsequent to the initial public offering, we will hire a valuation specialist to validate all assumptions and determine an updated
purchase price allocation.

The Company advises the Staff that it will
revise its disclosures as requested by the Staff.

Sincerely,

/s/ Bill Korn

Chief
Financial Officer

 cc: Mahmud Haq, Medical Transcription Billing, Corp.

Stephen Snyder, Medical Transcription Billing, Corp.

Alison Newman, Fox Rothschild LLP

Mitchell Nussbaum, Loeb & Loeb LLP

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

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July 17, 2014

Laura Veator

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Medical Transcription Billing, Corp.

  Registration Statement on Form S-1

  Filed on July 14, 2014

  File No. 333-192989

Dear Ms. Veator:

Set
forth below is the response of Medical Transcription Billing, Corp. (“MTBC” or the “Company”),
to certain of the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in
its letter dated July 16, 2014 (the “Comment Letter”), relating to the above referenced Registration Statement
on Form S-1 (the “Registration Statement”). As we have discussed, I will call you later this afternoon to confirm
that this response answers your questions pertaining to the accounting issues raised in the Comment Letter prior to filing an
updated S-1 with responses to all comments contained in the Comment Letter. In this letter, we have recited the comments 5 and
6 from the Staff in italicized, bold type and have followed each comment with the Company’s response.

5.           We note your disclosure that the consideration for
your planned acquisitions was contractually adjusted based on the 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, 2014. 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 this 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.

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

U.S. Securities and Exchange Commission

July 17, 2014

Page 2

The Company advises the Staff that in accordance
with ASC 805 the Company determined a preliminary fair value of the assets acquired and liabilities assumed using an internal model.
The preliminary purchase price allocation uses a discounted cash flow model which determines the fair value of the tangible assets
and liabilities acquired. Customer relationships and non-compete agreements are the only intangible assets being acquired with
more than nominal value, since the Target Sellers do not have proprietary technology and we do not intend to leverage their trade
names or trademarks. Our model, for each acquired business, includes assumptions such as revenue growth rates, profitability rates,
attrition rates and weighted average costs of capital.

Subsequent to July 8, 2014, our underwriters
advised the Company that investors are likely to value our stock at a substantially reduced price, with an indication of $5 per
share. Accordingly, we adjusted the price set forth in the prospectus to include a reduced estimated offering price of $5 and,
since the number of shares to be issued to the Target Sellers remains fixed, the fair value of the stock portion of the purchase
prices was reduced by half. Because the total estimated IPO proceeds are now estimated to be approximately $20 million instead
of $30 million, we negotiated a reduction in the cash portion of the purchase prices to be paid to the Target Sellers at closing,
promising to share with them any additional cash which might result from underwriters’ exercise of their overallotment option.
Since our model of the Target Sellers’ businesses indicates no change to revenues, operating results or customer retention
since March 31, 2014, our assumptions regarding future results for each business were not changed. Thus no changes were made to
the internal fair value calculations, as a decrease in the estimated net proceeds of this offering does not change the fair value
of the intangible assets. The result was negative goodwill, which we recorded as a reduction in the value of customer relationships.

Upon receiving your comment letter and
rereading ASC 805-30-25, we have concluded that the negative goodwill should not have been recorded by reducing intangibles but
recorded instead as a separate line item. Therefore, as a result of the reduction in the purchase price to be paid to the Target
Sellers, we intend to reflect negative goodwill of $5.77 million, and continue to show $24.855 million of intangible assets as
we did previously. We will revise the pro forma information in our Registration Statement to reflect this accounting treatment.
Note that we do not intend to include a gain related to the negative goodwill in the pro forma information as it is a nonrecurring
item directly attributable to the acquisitions.

Our Registration Statement discloses that
subsequent to the initial public offering, we will hire a valuation specialist to validate all assumptions and determine an updated
purchase price allocation. As required by ASC 805-30-25, if negative goodwill still exists, we will reassess our fair value estimates
prior to finalizing our purchase accounting.

The Company advises the Staff that it will
revise its disclosures as requested by the Staff.

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

U.S. Securities and Exchange Commission

July 17, 2014

Page 3

6.           We note your disclosure on page 1 that if the underwriters’
option to purchase additional shares is exercised in full, the aggregate cash consideration paid to the target sellers 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.

The Company advises the Staff that our arrangements
with the Target Sellers now provide that we will allocate the proceeds of any exercise of the overallotment option by the underwriters
to the three Target Sellers. This is considered to be contingent consideration under ASC 805. At the time of the preparation of
the pro forma financials, the value of the consideration was determined to be nominal as the Company believed the likelihood of
the overallotment option being exercised by the underwriters is remote and continue to believe so as of the date hereof. Our underwriters
advised us to substantially reduce our offering price, from the range of $9 - $11 per share in our Preliminary Prospectus dated
June 13, 2014 to an estimated $5 per share, and indicated they could likely increase the number of shares from 3 million to 4.08
million shares, based on preliminary indications of interest from investors. As a result of investor response to our offering,
we assessed likely near term additional share demand at prices above the IPO price as minimal, and hence we concluded that the
fair value of the overallotment was nominal.

We will revise our disclosure to note that
the overallotment is considered to be contingent consideration; however, the preliminary value was determined by management to
be nominal. The consideration expires 30 days from the effective date of the IPO and any variance will be reflected in the income
statement, per ASC 805-30-35.

We have disclosed the maximum purchase price
to be paid to the Target Sellers if the overallotment were to be fully exercised.

The Company advises the Staff that it will
revise its disclosure on page 52 as requested by the Staff.

Sincerely,

/s/ Bill Korn

Chief Financial Officer

 cc: Mahmud Haq, Medical Transcription Billing, Corp.

Stephen Snyder, Medical Transcription Billing, Corp.

Alison Newman, Fox Rothschild LLP

Mitchell Nussbaum, Loeb & Loeb LLP

7 Clyde Road, Somerset,
NJ 08873 Phone 732.873.5133 x.133 Facsimile 732.873.3378 www.MTBC.com

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

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Medical Transcription Billing, Corp.

7 Clyde Road

Somerset, NJ 08873

    July 11, 2014

VIA EDGAR

Mark P. Shuman

Branch Chief – Legal

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Withdrawal of Acceleration Request

Medical Transcription Billing, Corp. Registration Statement on Form S-1

Commission File No. 333-192989

Dear Mr. Shuman:

By letter dated July 9, 2014, Medical Transcription
Billing, Corp. (the “Company”) requested that the above-referenced Registration Statement be declared effective at
4:00 p.m. on July 10, 2014, or as soon thereafter as practicable.

Pursuant to discussions between the Company’s
counsel and the Staff of the Securities and Exchange Commission, the Company hereby requests that its request for acceleration
of effectiveness dated July 9, 2014 be withdrawn effective immediately.

    Very truly yours,

    MEDICAL TRANSCRIPTION BILLING,
CORP.

    By:
    /s/ Mahmud Haq

    Mahmud Haq
Chief Executive Officer

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July 11, 2014

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Medical Transcription Billing, Corp.

Registration
Statement on Form S-1

File No. 333-192989

Ladies and Gentlemen:

On July 9, 2014, Medical Transcription Billing, Corp. (the “Company”)
and Chardan Capital Markets, LLC, as joint lead underwriter and representative of the underwriters, requested acceleration of the
effective date and time of the above-referenced Registration Statement so that it would become effective at 4:00 p.m., Washington
D.C. time, on Thursday July 10, 2014, or as soon thereafter as practicable. Chardan Capital Markets, LLC, on behalf of itself and
as representative of the underwriters of the offering, hereby withdraws such request until further notice.

    Very truly yours,

    CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ Jonas Grossman

    Name:
    Jonas Grossman

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Medical Transcription Billing, Corp.

7 Clyde Road

Somerset, NJ 08873

July 9, 2014

VIA EDGAR

Mark P. Shuman

Branch Chief – Legal

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

 Re: Medical Transcription Billing, Corp. Registration Statement on Form S-1

  Commission File No. 333-192989

Dear Mr. Shuman:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Medical Transcription Billing, Corp. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-192989) (the “Registration
Statement”), so that it may become effective at 4:00 p.m. on July 10, 2014, or as soon thereafter as practicable.

The Registrant hereby
acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert this action as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Thank you for your
prompt attention to this request. We request that such effectiveness be confirmed in writing.

    Very truly yours,

    MEDICAL TRANSCRIPTION BILLING, CORP.

    By:
    /s/ Mahmud Haq

    Mahmud Haq

    Chief Executive Officer

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July 8, 2014

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

 Re: Medical Transcription Billing, Corp.

  Registration Statement on Form S-1

  File No. 333-192989

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Chardan Capital Markets, LLC, as joint
lead underwriter and representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Thursday July 10, 2014, or as soon
thereafter as practicable.

The following is supplemental information supplied under Rule
418(a)(7) and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: June 13, 2014

    (ii)
    Dates of distribution:  June 15 – July 8, 2014

    (iii)
    Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 7

    (iv)
    Number of prospectuses so distributed: approximately 600

The undersigned confirms that it has complied with and will
continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

CHARDAN CAPITAL MARKETS, LLC

    By:
    /s/ Jonas Grossman

    Name:
    Jonas Grossman

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100 Park Avenue,
Suite 1500

New York, NY 10017

Tel 212.878.7900
Fax 212.692.0940

www.foxrothschild.com

Alison Newman

Direct Dial: 212-878-7997

Email Address: ANewman@Foxrothschild.com

June 13, 2014

U.S. Securities
and Exchange Commission

Division of
Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

 Attention: Mark P. Shuman

Ivan Griswold

Laura Veator

Stephen Krikorian

 Re: Medical Transcription Billing,
Corp.

Registration
Statement on Form S-1

Filed
on May 30, 2014

File
No. 333-192989

Ladies
and Gentlemen:

On
behalf of our client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we
are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated June 10, 2014 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form S-1 (the “Registration Statement”). In response to the comments set forth in the Comment
Letter, MTBC has revised the Registration Statement and is filing Amendment No. 4 to the Registration Statement with this response
letter. We are also providing by overnight mail for the Staff’s reference a copy of Amendment No. 4 to the Registration
Statement marked to show all changes from the Registration Statement filed on May 30, 2014.

In
this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response. Except as otherwise specifically indicated, page references herein correspond to the page of the revised draft of the
Registration Statement, as applicable.

U.S. Securities and Exchange Commission

June 13, 2014

Page 2

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

13. Income Taxes,
page F-26

1.          We
note your response to prior comment 5 that the $41,714 of state tax expense for the year ended December 31, 2013 primarily arose
due to the true-up of New Jersey state net operating losses because the dividend exclusion is not an allowable deduction in computing
the New Jersey state net operating loss. However, we note that your disclosure indicates that for state tax purposes, the Company’s
Pakistan earnings generally are not taxed due to a subtraction modification available in most states. As a result, the Company
has reported cumulative losses at the state level for the last three years. Please clarify your disclosures so that they are consistent
with your response, and provide an explanation for the state tax expense.

The
Company advises the Staff that it has revised its disclosure on page F-26 as requested by the Staff, in the manner set forth
in the Company’s letter to the Commission dated June 11, 2014.

Notes
to Consolidated Financial Statements as of and for the Three Months Ended March 31, 2014

10.
Income Taxes

2.          We
note your response to prior comment 6. Tell us what your estimated annual effective tax rate is based on your current best estimate.
To the extent there is a material difference between this rate and the rate that you have used for the interim period, please
further clarify how a small change in your estimated ordinary income would produce a significant change in the effective tax rate.
In this regard, it does not appear that you have historically had significant permanent differences. Please also clarify the amount
of minimum taxes that may be due in certain jurisdictions.

We
refer the Staff to the Company’s response to this comment in its letter to the Commission dated June 11, 2014.

U.S. Securities and Exchange Commission

June 13, 2014

Page 3

Sincerely,

/s/ Alison
Newman

 cc: Mahmud Haq, Medical Transcription
Billing, Corp.

Bill Korn, Medical Transcription Billing, Corp.

Stephen Snyder, Medical Transcription Billing, Corp.

Mitchell Nussbaum, Loeb & Loeb LLP

CORRESP
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June 11, 2014

Laura Veator

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Medical Transcription Billing, Corp.

    Registration Statement on Form S-1

    Filed on May 30, 2014

    File No. 333-192989

Dear Ms. Veator:

As per our discussion,
set forth below is the response of Medical Transcription Billing, Corp. (“MTBC” or the “Company”),
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated June 10, 2014 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form S-1 (the “Registration Statement”). In this letter, we have recited the comments from the
Staff in italicized, bold type and have followed each comment with the Company’s response.

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

13. Income Taxes, page F-26

1.
	We note your response to prior comment 5 that the $41,714 of state tax expense for the year ended December 31, 2013
primarily arose due to the true-up of New Jersey state net operating losses because the dividend exclusion is not an allowable
deduction in computing the New Jersey state net operating loss. However, we note that your disclosure indicates that for state
tax purposes, the Company’s Pakistan earnings generally are not taxed due to a subtraction modification available in most
states. As a result, the Company has reported cumulative losses at the state level for the last three years. Please clarify your
disclosures so that they are consistent with your response, and provide an explanation for the state tax expense.

    7 Clyde Road,
    Somerset, NJ 08873
    Phone 732.873.5133
    x.133
     Facsimile
    732.873.3378
     www.MTBC.com

U.S. Securities and Exchange Commission

June 11, 2014

Page 2

The Company advises the Staff that it will
revise its disclosure on page F-26 by replacing the second to last paragraph as follows:

The Company’s plan to repatriate
earnings in Pakistan to the United States requires that U.S. Federal taxes be provided on the Company’s earnings in Pakistan.

For state
tax purposes, the Company’s Pakistan earnings generally are not taxed due to a subtraction modificationavailable
in most states. In 2012 the Company utilized a blended effective rate in determining
the net state benefit, which included the Subpart F deduction. This resulted in the Company recording a net benefit of approximately
$40,000. In 2013, when the Company filed its state tax returns and finalized its Subpart F computations, the Company determined
that the State of New Jersey does not allow this subtraction modification as a deduction in computing a net operating loss. Rather,
the State of New Jersey only allows this subtraction modification to reduce net operating profits. As such, in 2013 the Company
recorded a state tax adjustment of approximately $40,000 to reverse the net benefit recorded in 2012.

As a
result, of December 31, 2013 the Company reported cumulative losses at
the state level for the last three years, and has determined that it is more likely than not that it will not be able to utilize
its state deferred tax assets. A valuation allowance has been recorded against all state deferred tax assets as of December 31,
2013.

    7 Clyde Road,
    Somerset, NJ 08873
    Phone 732.873.5133
    x.133
     Facsimile
    732.873.3378
     www.MTBC.com

U.S. Securities and Exchange Commission

June 11, 2014

Page 3

Notes to Consolidated Financial
Statements as of and for the Three Months Ended March 31, 2014

10. Income Taxes

2.	We
note your response to prior comment 6. Tell us what your estimated annual effective tax rate is based on your current best estimate.
To the extent there is a material difference between this rate and the rate that you have used for the interim period, please further
clarify how a small change in your estimated ordinary income would produce a significant change in the effective tax rate. In this
regard, it does not appear that you have historically had significant permanent differences. Please also clarify the amount of
minimum taxes that may be due in certain jurisdictions.

The Company advises that Staff that it normally
estimates its effective tax rate based upon its forecasted pre-tax earnings. For 2014, the Company is estimating a nominal amount
of pre-tax earnings, before giving effect to the completion of the offering and acquisition of the target sellers. The Company’s
annual effective tax rate (“AETR”) is highly sensitive to estimates of total ordinary income (or loss) levels, since
a small change in the Company’s estimated ordinary income produces a significant change in its AETR. The Company initially
estimated its AETR for 2014 as 86%, but determined that the estimated AETR was not reliable, since small fluctuations in revenue
would produce fluctuations in pre-tax earnings, and would produce large changes in the AETR. As a result, the Company concluded
that the best estimate of its AETR for the quarter ended March 31, 2014 was the actual year-to-date rate as of the interim period.

The Company relied on Accounting Standards
Codification Income Taxes — Interim Reporting Recognition 740-270-30-18, which states in part that “Estimates of the
annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions
and may be subject to subsequent refinement or revision. If a reliable estimate cannot be made, the actual effective tax rate for
the year to date may be the best estimate of the annual effective tax rate.”

    7 Clyde Road,
    Somerset, NJ 08873
    Phone 732.873.5133
    x.133
     Facsimile
    732.873.3378
     www.MTBC.com

U.S. Securities and Exchange Commission

June 11, 2014

Page 4

Set forth below is the Company’s sensitivity
analysis calculating its estimated AETR under various scenarios.

    Actual for Q1 2014
    Company’s forecast for 2014
    Sensitivity 1: reduction of revenue by $50,000
    Sensitivity 2: increase of revenue by $50,000
    Sensitivity 3: reduction of revenue by $100,000
    Sensitivity 4: increase of revenue by $100,000

    Pre-Tax Earnings (Loss)
    $ (572,000 )
    $ 62,000
    $ 12,000
    $ 112,000
    $ (38,000 )
    $ 162,000

    Income Tax Expense (Benefit)
      (188,000 )
      54,000
      37,000
      71,000
      20,000
    $ 88,000

    AETR
      33 %
      86 %
      308 %
      63 %
      (52 %)
      54 %

The Company has estimated minimum taxes
of approximately $6,000 in Pakistan, regardless of the level of pre-tax income.

Sincerely,

/s/ Bill Korn

Chief Financial Officer

    cc:
    Mahmud Haq, Medical Transcription Billing, Corp.

    Stephen Snyder, Medical Transcription Billing, Corp.

    Alison Newman, Fox Rothschild LLP

    Mitchell Nussbaum, Loeb & Loeb LLP

    7 Clyde Road,
    Somerset, NJ 08873
    Phone 732.873.5133
    x.133
     Facsimile
    732.873.3378
     www.MTBC.com

June 10, 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. 3 to Registration Statement on Form S -1
Filed on June 2, 2014
File No. 333-192989

Dear Mr. Haq:

We have reviewed your amended registration statement and response letter dated  May
30, 2014 , and have the following comments.  Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated May 2 3, 2014 .

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

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

13. Income Taxes, page F -24

1. We note your response to prior comment 5 that the $41,714 of state tax expense for the
year ended December 31, 2013 primarily arose due to the true -up of New Jersey state net
operatin g losses because the dividend exclusion is not an allowable deduction in
computing the New Jersey state net operating loss. However, we note that your disclosure
indicates that for state tax purposes, the Company’s Pakistan earnings generally are not
taxed  due to a subtraction modification available in most states. As a result, the Company
has reported cumulative losses at the state level for the last three years. Please clarify
your disclosures so that they are consistent with your response, and provide an
explanation for the state tax expense.

Mahmud Haq
Medical Transcription Billing, Corp.
June 10, 2014
Page 2

 Consolidated Financial Statements as of and for the Three Months Ended March 31, 2014 and
2013

Notes to Consolidated Financial Statements as of and for the Three Months Ended March 31,
2014

10. Income Taxes

2. We n ote your response to prior comment 6. Tell us what your estimated annual effective
tax rate is based on your current best estimate. To the extent there is a material difference
between this rate and the rate that you have used for the interim period, pleas e further
clarify how a small change in your estimated ordinary income would produce a
significant change in the effective tax rate. In this regard, it does not appear that you have
historically had significant permanent differences. Please also clarify th e amount of
minimum taxes that may be due in certain jurisdictions.

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 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

CORRESP
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Date: June 4, 2014

To: Ivan Griswold - SEC Examiner

Re: Medical Transcription Billing, Corp. - Amendment No.3 - Registration No. 333-192989

Per our discussion, this filing is being submitted to provide
a cumulatively marked  document  of Amendment No. 3 (filed June 2, 2014) reflecting all changes since  Amendment No. 2 (filed
on May 8, 2014).

I apologize for any inconvenience caused. Please let me know if you require anything else regarding this registration.

Sincerely,

Bill Korn

Chief Financial Officer

Medical Transcription Billing, Corp.

CORRESP
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100 Park Avenue,
Suite 1500

New York,
NY 10017

Tel 212.878.7900
Fax 212.692.0940

www.foxrothschild.com

Alison
Newman

Direct Dial: 212-878-7997
 Email Address: ANewman@Foxrothschild.com

May 30, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Mark P. Shuman

    Ivan Griswold

    Laura Veator

    Stephen Krikorian

    Re:
    Medical Transcription Billing, Corp.

    Registration Statement on Form S-1

    Filed on May 8, 2014

    File No. 333-192989

Ladies and Gentlemen:

On behalf of our
client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated May 23, 2014 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form S-1 (the “Registration Statement”). In response to the comments set forth in the Comment Letter,
MTBC has revised the Registration Statement and is filing Amendment No. 3 to the Registration Statement with this response letter.
We are also providing by overnight mail for the Staff’s reference a copy of Amendment No. 3 to the Registration Statement
marked to show all changes from the Registration Statement filed on May 8, 2014.

In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Except as otherwise specifically indicated, page references herein correspond to the page of the revised draft of the Registration
Statement, as applicable.

U.S. Securities and Exchange Commission

May 30, 2014

Page 2

Risk Factors

“In prior acquisitions,
we have encountered difficulties in retaining …,” page 13

1.
	Please expand this risk factor to include the information you provided in response to prior comment 10.

The Company advises the Staff that it has
revised the disclosure on page 13 as requested by the Staff.

Prospectus Summary, page 2

2.
	Please disclose the percentage of your common stock that, upon completion of the offering, will be held by directors,
executive officers and principal stockholders. Also, briefly identify any corresponding risks to investors.

The Company advises the Staff that it has
revised the disclosure on page 7 as requested by the Staff.

“The
health care industry is heavily regulated …, ” page 25

3.
	In the context of discussing regulatory risks, you explain that the fee structure you utilize predominates in the medical
billing industry. This mitigating disclosure is inappropriate in the context of the risk factor discussion. Please revise.

The Company advises the Staff that it has
revised the disclosure on page 25 as requested by the Staff.

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

Liquidity and Capital Resources, page 74

4.
	You state that you have obtained a support letter from Mahmud Haq, our Chief Executive Officer, pursuant to which he
has notified you of his intent and ability to provide you with up to $400,000 in the form of equity or a loan. Yet the agreement
with your CEO filed as exhibit 10.10, does not provide a specific dollar amount. Please advise.

U.S. Securities and Exchange Commission

May 30, 2014

Page 3

The Company advises the Staff that it has
updated the Exhibit 10.10 as requested.

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

13. Income Taxes, page F-24

5.
	We note your disclosure that for state tax purposes, the Company’s Pakistan earnings generally are not taxed.
As a result, the Company has reported cumulative losses at the state level for the last three years. However, we note that you
have recorded state tax expense of $41,714 for the year ended December 31, 2013. Please clarify the nature of this tax expense,
and revise your disclosure accordingly. Further, we note your disclosure that it is more likely than not that you will not be able
to utilize your state deferred tax assets, and a valuation allowance has been recorded against all state deferred tax assets as
of December 31, 2013. We note that the valuation allowance against your state operating loss carry forwards is $82,000. However,
we note that your deferred tax asset relating to your state operating loss carry forwards is only $17,000. Please reconcile these
amounts and revise your disclosures accordingly.

The Company advises the Staff that the
$41,714 of state tax expense for the year ended December 31, 2013 primarily arose due to the true-up of New Jersey state net operating
losses because the dividend exclusion is not an allowable deduction in computing the New Jersey state net operating loss. During
2013, the Company determined that the charge is a change in estimate rather than a correction of an error as they needed to complete
the filing of its New Jersey state tax return and finalize the sub part F computation which was not available as of the balance
sheet date. To close the books on a timely basis, the Company used an approach common in practice wherein a blended state rate
is used to calculate state deferred tax assets. Based on the aforementioned, the Company concluded the state net operating loss
adjustment related to the prior year was a change in estimate.

The Company also advises the staff that
it recorded a valuation allowance of $82,052 against all of its net state deferred tax assets as of December 31, 2013. Net state
deferred tax assets included $17,499 related to state net operating losses carryforwards, as well as other net state deferred tax
assets of $62,603 resulting from temporary differences.

Consolidated Financial Statements
as of and for the Three Months Ended March 31, 2014 and 2013

U.S. Securities and Exchange Commission

May 30, 2014

Page 4

Notes to Consolidated Financial
Statements as of and for the Three Months Ended March 31, 2014

10. Income Taxes

6.	We
note your disclosure that because a relatively small change in your projected pre-tax income (loss) could result in a volatile
annual effective rate, you used a discrete tax approach in calculating the tax benefit for the three months ended March 31, 2014.
Please clarify the authoritative literature you are relying on in following this approach. In this regard, your rationale does
not appear to meet the conditions of ASC 740-270-30-36(b) allowing for exclusion of a jurisdiction from the overall computation
of the estimated annual effective tax rate. If you are asserting that you are unable to estimate an annual effective tax rate in
a foreign jurisdiction in dollars, or you are otherwise unable to make a reliable estimate of your ordinary income or loss, or
the related tax or benefit, please clarify why you are unable to make these estimates and revise your disclosures accordingly.
Please also clarify the factors that have changed from your previous interim reporting periods. Further, tell us how you considered
the provisions of ASC 740-270-30-17 which require that an estimated annual effective tax rate be applied to the portion of ordinary
income and the related tax that can be reliably estimated.

The Company advises the Staff that it relied
on ASC 740-270-30-18 and ASC 740-270-30-28 and -29 in following a discrete tax approach as opposed to an annual effective tax rate
approach.

ASC 740-270-30-18 states that “estimates
of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events
and transactions and may be subject to subsequent refinement or revision. If a reliable estimate cannot be made, the actual effective
tax rate for the year to date may be the best estimate of the annual effective tax rate.”

The Company believes that its estimate
of the annual effective tax rate is unreliable due to high sensitivity of the effective tax rate to small changes in the Company’s
ordinary income (loss). A small change in an entity’s estimated ordinary income would produce a significant change in the
effective tax rate because the estimated ordinary income for the full year is close to breakeven, and there are minimum taxes in
some jurisdictions and permanent items. Based on the aforementioned, an estimate of the effective tax rate would not be reliable
if a small change in ordinary income were to occur.

In previous interim reporting periods,
the estimated ordinary income for the full year was not close to breakeven. The Company considered the provisions of ASC 740-270-30-17,
but deemed that it was not applicable. ASC 740-270-30-28 states that in addition to that limitation in the effective rate computation,
if the year-to-date ordinary loss exceeds the anticipated ordinary loss for the fiscal year, the tax benefit recognized for the
year to date shall not exceed the tax benefit determined, based on the year-to-date ordinary loss, in accordance with paragraphs
740-270-30-30 through 30-33.

U.S. Securities and Exchange Commission

May 30, 2014

Page 5

Exhibits

7.	Please
include an updated consent from your independent registered public accounting firm.

The Company advises the Staff that it has
filed the updated consent from our independent registered public accounting firm as requested by the Staff.

In addition to the foregoing, the Company
advises the Staff that in furtherance of the undersigned’s conversation with Staff Attorney, Ivan Griswold, the Company has
revised the going concern risk factor on page 19 and will file updated consents for Anne Busquet and Alexander Tabibi with
this filing.

Sincerely,

/s/ Alison Newman

    cc:
    Mahmud Haq, Medical Transcription Billing, Corp.

    Bill Korn, Medical Transcription Billing, Corp.

    Stephen Snyder, Medical Transcription Billing, Corp.

    Mitchell Nussbaum, Loeb & Loeb LLP

May 23, 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. 2  to Registration Statement on Form S -1
Filed on May 8, 2014
File No. 333-192989

Dear Mr. Haq:

We have reviewed your amended registration statement and response letter dated May 7 ,
2014 , and have the following comments.  Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated May 2, 2014 .

Risk Factors

“In prior acquisitions, we have encountered difficulties in retaining …,” page 13

1. Please expand this risk factor to include the informa tion you provided in response to prior
comment 10.

Prospectus Summary, page 2

2. Please disclose the percentage of your common stock that, upon completion of the
offering, will be held by directors, executive officers and principal stockholders.  Also,
briefly identify any corresponding risks to investors.

“The healthcare industry is heavily regulated …,” page 25

3. In the context of discussing regulatory risks, you explain that the fee structure you utilize
predominates i n the medical billing industry.  Th is mitigating disclosure is inappropriate
in the context of the risk factor discussion.  Please revise.

Mahmud Haq
Medical Transcription Billing, Corp.
May 23, 2014
Page 2

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

Liquidity and Capital Resources, page 74

4. You state that you  have obtained a support letter from Mahmud Haq, our Chief Executive
Officer, purs uant to which he has notified you  of his intent and ability to provide you
with up to $400,000 in the form of equity or a loan.   Yet the agreement with your CEO
filed as ex hibit 10.10, does not provide a specific dollar amount.  Please advise.

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

13. Income Taxes, page F -24

5. We note your disclosure that for state tax purposes, th e Company’s Pakistan earnings
generally are not taxed. As a result, the Company has reported cumulative losses at the
state level for the last three years.  However, we note that you have reco rded state tax
expense of $41,714 for the year ended December 31,  2013. Please clarify the nature of
this tax expense, and revise your disclosure accordingly. Further, we note your disclosure
that it is more likely than not that you will not be able to utilize your state deferred tax
assets, and a valuation allowance ha s been recorded against all state deferred tax assets as
of December 31, 2013. We note that the valuation allowance against your state operating
loss carry forwards is $82,000. However, we note that your deferred tax asset relating to
your state operating loss carry forwards is only $17,000. Please reconcile these amounts
and revise your disclosures accordingly.

Consolidated Financial Statements as of and for the Three Months Ended March 31, 2014 and
2013

Notes to Consolidated Financial Statements as of  and for the Three Months Ended March 31,
2014

10. Income Taxes

6. We note your disclosure that because a relatively small change in your projected pre -tax
income (loss) could result in a volatile annual effective rate, you used a discrete tax
approach in c alculating the tax benefit for the three months ended March 31, 2014. Please
clarify the authoritative literature you are relying on in following this approach. In this
regard, your rationale does not appear to meet the conditions of ASC 740 -270-30-36(b)
allowing for exclusion of a jurisdiction from the overall computation of the estimated
annual effective tax rate. If you are asserting that you are unable to estimate an annual
effective tax rate in a foreign jurisdiction in dollars, or you are otherwise un able to make
a reliable estimate of your ordinary income or loss, or the related tax or benefit, please
clarify why you are unable to make these estimates and revise your disclosures
accordingly.  Please also clarify the factors that have changed from your  previous interim

Mahmud Haq
Medical Transcription Billing, Corp.
May 23, 2014
Page 3

 reporting periods. Further, tell us how you considered the provisions of ASC 740 -270-30-
17 which require that an estimated annual effective tax rate be applied to the portion of
ordinary income and the related tax that can be reliably est imated. [

Exhibits

7. Please include an updated consent from your independent registered public accounting
firm.

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 his absence, me at (202) 551 -3488 with any other questions.

Sincerely,

        /s/ Stephen Krikorian for

Mark P. Shuman
Branch Chief - Legal

cc: Via E -Mail
 Zev M. Bomrind
 Fox Rothschild LLP

CORRESP
1
filename1.htm

        100 Park Avenue, Suite 1500

        New York, NY 10017

        Tel 212.878.7900 Fax 212.692.0940

        www.foxrothschild.com

    Alison Newman

        Direct Dial: 212-878-7997

        Email Address: ANewman@Foxrothschild.com

May 7, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Attention: Mark P. Shuman

Ivan Griswold

Laura Veator

Stephen Krikorian

 Re: Medical Transcription Billing, Corp.

  Amendment No. 1 to Registration Statement on Form S-1

  Filed on April 7, 2014

  File No. 333-192989

Ladies and Gentlemen:

On behalf of our
client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated May 2, 2014 (the “Comment Letter”), relating to the above referenced Amendment
No. 1 to Registration Statement on Form S-1 (the “Registration Statement”). In response to the comments set
forth in the Comment Letter, MTBC has revised the Registration Statement and is filing Amendment No. 2 to the Registration Statement
with this response letter. We are also providing by overnight mail for the Staff’s reference a copy of Amendment No. 2 to
the Registration Statement marked to show all changes from Amendment No. 1 to the Registration Statement filed on April 7, 2014.

In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Except as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 2 to the Registration
Statement, as applicable.

U.S. Securities and Exchange Commission

May 7, 2014

Page 2

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.

The Company advises the Staff that it has
revised the disclosure on page 19 as requested by the Staff.

2.
	You state that you have not adopted any formal standards, responsibilities or procedures 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.

The Company advises the Staff that it has
revised the disclosure on page 25 as requested by the Staff.

3.
	The notes to your financial statements indicate 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 captioned risk
factor disclosing the errors identified in your financial statements and the subsequent restatement.

The Company advises the Staff that it has
revised the disclosure on page 25 as requested by the Staff.

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 may 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.

The Company advises the Staff that it has
revised the disclosure on page 26 as requested.

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

U.S. Securities and Exchange Commission

May 7, 2014

Page 3

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.

The Company advises the Staff that it has
revised the disclosure on page 13 as requested by the Staff.

“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.

The Company advises the Staff that it has
revised the disclosure on page 15 as requested by the Staff.

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

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

The Company advises the Staff that it has
revised the disclosure on page 18 as requested by the Staff.

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

Case Study: Metro Medical Acquisition,
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 presentation 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. Please remove the measure of contribution margin from your presentation,
or tell us how it complies with the above standards.

U.S. Securities and Exchange Commission

May 7, 2014

Page 4

The Company advises the Staff that the
Company has removed the measure of contribution margin from its presentation on the Metro Medical Acquisition Case Study found
on page 61.

9.	Please clarify whether the
directly identifiable expenses include all claims processing expenses, including any related technology costs. To the extent those
are excluded, revise your disclosure accordingly.

The Company advises the Staff that the
directly identifiable expenses include all claim processing expenses, including all directly identifiable technology costs. Accordingly,
the Company advises the Staff that the Company has revised its disclosure on page 61 to clarify this point.

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.

The Company advises the Staff that the
Company’s pro forma results for the year ended December 31, 2013 includes $762,000 generated from customers of Metro Medical
that we did not retain subsequent to the acquisition date. The Company has updated its disclosure on page 72.

Liquidity and Capital Resources,
page 70

11. 	We note your disclosures
regarding your current business conditions on page F-8. Please ensure your 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.

The Company advises the Staff that it has
revised the disclosure on page 75 as requested by the Staff.

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 next 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 disclosures 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.

U.S. Securities and Exchange Commission

May 7, 2014

Page 5

The Company advises the Staff that it has
revised the disclosure on pages 19 and 75 as requested by the Staff.

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
additional 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 parties
to fulfill these obligations. Please also disclose any other corresponding limitations or risks associated with these commitments.

The Company advises the Staff that Company
has filed the agreements with Amendment No. 2. Further, the Company advises the Staff that Company has updated its disclosures
on page 77.

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

Report of Independent Registered
Public Accounting Firm, pages 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.” Further, tell us how your auditors considered including
a reference in their audit report to the restatement. We refer you to AU561.06.

The Company advises the Staff that during
the audit of its 2013 financial statements it identified an error related to the effect of the unrealized portion of foreign exchange
gains on the consolidated statement of cash flows for the year ended December 31, 2012. This error did not impact the income statement,
balance sheet, total equity, cash or net change in cash. The Company restated its 2012 consolidated statement of cash flows, and
disclosed the effect of the restatement in the notes to its audited 2013 financial statements.

The Company performed both quantitative
and qualitative assessments of materiality in accordance with the applicable accounting guidance: SEC Staff Accounting Bulletin
No. 99, “Materiality” (“SAB 99”) and SEC Staff Accounting Bulletin No. 108, “Considering the Effects
of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”),
and believes the error is not material to the prior year financial statements. The Company disclosed the error to its Audit Committee
and its independent auditor, both of which concurred with the Company’s assessment.

U.S. Securities and Exchange Commission

May 7, 2014

Page 6

In addition, the Company prepared a memo
in March 2014 analyzing the effect of the error under SAB 99 and SAB 108, which it shared and discussed with the Company’s
auditor as part of its 2013 audit. The memo describes the nature of the prior year adjustment and provides both quantitative and
qualitative assessments to determine if this adjustment was material. In summary, the misstatement:

 · moves $153,000 in unrealized net gains from one line of the cash flow statement to another, without
impacting total cash flows, and without changing net cash provided by operating activities from positive to negative or vice versa

 · does not relate to a line item that has a greater significance in the financial statements

 · does not affect compliance with statutory or regulatory requirements, debt covenants or other contractual
requirements

 · does not impact management’s compensation

 · does not impact future periods, since it has been corrected

 · does not impact earnings, revenue, EBITDA, or any trends

 · does not affect cash, overall cash flow or net assets

 · does not impact any forecast, including any forecast of cash

 · does not relate to items which involve particular parties

 · does not impact the Management Discussion and Analysis or other information communicated, since
it has been corrected

 · does not impact analyst expectations

 · would not influence the judgment of a reasonable person relying upon the financial statements

 · was not relied upon by any investors to determine whether to buy or sell the Company’s stock

Based on the above facts and circumstances,
the Company concluded that the restatement was not material, and Note 1 to the financial statements presents the original figures,
the adjustment, and the amount as restated.

The Company concluded that due to the lack
of materiality it was not necessary to label the applicable column in our consolidated statement of cash flows “As Restated,”
and the Audit Committee concurred with this assessment. The Company’s auditors considered all the facts and circumstances
and concluded that it was not necessary to include a reference to the restatement in their audit report.

U.S. Securities and Exchange Commission

May 7, 2014

Page 7

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 instrument. 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.

The Company advises the Staff that the
Company has revised its disclosure on pages F-23 and F-28 to refer to the “automatic conversion feature,” and
clarify that this automatic conversion feature has the economic characteristics of a “contingent redemption” and represents
an embedded derivative instrument under ASC 815-15-25.

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.

The Company advises the Staff that the
Company revised the disclosure on pages 67 and F-25 as requested by the Staff.

Exhibit Index

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

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

CORRESP
1
filename1.htm

    100
                                         Park Avenue, Suite 1500

        New York,
        NY 10017

        Tel 212.878.7900
        Fax 212.692.0940

        www.foxrothschild.com

    Alison
                                      Newman

        Direct Dial: 212-878-7997

        Email Address: ANewman@Foxrothschild.com

April 4, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Attention: Mark P. Shuman

Ivan Griswold

Laura Veator

Stephen Krikorian

 Re: Medical Transcription Billing, Corp.

  Registration Statement on Form S-1

  Filed on December 20, 2013

  File No. 333-192989

Ladies and Gentlemen:

On behalf of our
client, Medical Transcription Billing, Corp. (“MTBC” or the “Company”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in its letter dated January 9, 2014 (the “Comment Letter”), relating to the above referenced Registration
Statement on Form S-1 (the “Registration Statement”). In response to the comments set forth in the Comment Letter,
MTBC has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement with this response letter.
We are also providing by overnight mail for the Staff’s reference a copy of Amendment No. 1 to the Registration Statement
marked to show all changes from the Registration Statement filed on December 20, 2013.

In this letter,
we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.
Except as otherwise specifically indicated, page references herein correspond to the page of the revised draft of the Registration
Statement, as applicable.

U.S. Securities and Exchange Commission

April 4, 2014

Page 2

Unaudited Pro Forma Condensed
Combined Financial Information, page 37

1.
	We note your response to prior comment 9. Please revise your disclosure to describe the factors that you considered
in determining that it is more likely than not that your tax benefit from your pro forma loss will be realized against taxable
income generated in future years.

The Company advises the Staff that it has
revised the disclosure on pages 46 and 47 as requested by the Staff.

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

Case Study: Metro Medical Acquisition,
page 50

2.
	We note your response to prior comment 11. Since the profit margin excludes indirect expenses, the profit margin appears
to be a Non-GAAP measure. As such, a non-GAAP measure is subject to all of the provisions of Regulation G and Item 10(e) of Regulation
S-K. We refer you to Compliance & Disclosure Interpretations: Non-GAAP Financial Measures Question 104.05. Please revise your
presentation to provide this information. Alternatively, please exclude the measure of profit margin from your presentation. Further,
please clarify your disclosure to describe the expenses that are excluded from your presentation and the reasons why. Lastly, use
of the term “profit margin” suggests that you are generating profits. Please revise throughout the document, to reference
“gross margin” instead.

The Company advises the Staff that it has
included the case study to provide investors with meaningful information demonstrating the impact of changes in revenue and controllable
expenses effected by the Company in the months following an acquisition, using the acquisition of Metro Medical as an example.
The Company included all directly identifiable costs associated with the corresponding revenue, including compensation expense
for former Metro Medical employees retained following the acquisition, compensation expense of the Company’s employees in
Pakistan who exclusively service former Metro Medical customers, as well as general and administrative expenses such as rent, communication,
and postage expense associated with Metro Medical’s former offices in New York City.

The Company excluded from directly identifiable
expenses any allocation of corporate overhead, amortization of intangibles, interest or taxes, because the Company’s objective
is to focus on changes in operational performance. The intention is to provide a consistent metric showing the trend over successive
months, not to compare the results of an acquisition with the profitability of a stand-alone business. The Company feels that the
trend in contribution margin is a useful predictor of similar trends for future acquisitions.

U.S. Securities and Exchange Commission

April 4, 2014

Page 3

The Company further advises the Staff that
it has revised the presentation to refer to “contribution margin” rather than “profit margin.”

Quantitative and Qualitative Disclosures
about Market Risk, page 64

3.
	We note your revised disclosure on page 71 that your actual payments to your Pakistani subsidiary for services are in
an amount to cover actual costs incurred by the subsidiary and the excess amount owed by you but not paid is treated as a dividend.
Accordingly, you record a tax liability in your financial statements to cover U.S. taxes on that dividend. However, we note your
disclosure on page F-22 that as a result of your plans to repatriate earnings in Pakistan to the United States your earnings are
fully provided for at the full U.S. federal rate. Please clarify your disclosures to indicate whether you record a tax liability
on the entire earnings generated by your Pakistan subsidiary or only the excess amount owed by you but not paid to the subsidiary.

The Company advises the Staff that it has
clarified the disclosure on page 71. The Company records a tax liability on all earnings and profits generated by its Pakistani
subsidiary at the federal tax rate. The Company records a current tax liability related to the dividend, and a deferred tax liability
for the cumulative earnings and profit generated by its Pakistani subsidiary, as reduced by the amount treated as a dividend.

Acquisitions

Indemnification and Escrow, page
89

4.
	Please expand your disclosure to state clearly who will exercise voting and investment power over the shares to be issued
to the Target Sellers while they are escrowed.

The Company advises the Staff that it has
revised the disclosure on page 93 as requested.

Executive Compensation, page 102

5.
	Please expand the summary compensation table to include the required compensation information concerning applicable
executive officers for 2013, your most recent fiscal year. Similarly update the other information in this section of the filing
that is provided at December 31, 2012 and for the year then ended.

U.S. Securities and Exchange Commission

April 4, 2014

Page 4

The Company advises the Staff that it has
revised the disclosure to include all required compensation information for applicable executive officers for 2013 and has updated
other information in the Executive Compensation section that is provided at December 31, 2012 and for the year then ended.

Certain Relationships and Related
Party Transactions, page 108

6.
	Also, update throughout this section to provide information responsive to Item 404 of Regulation S-K with respect to
applicable transactions that occurred during the most recent year, 2013, or which are ongoing thereafter.

The Company advises the Staff that it has
revised the disclosure to include all applicable transactions that occurred during 2013.

Where You Can Find More Information,
page 127

7.
	Please delete the phrase “in all respects” from the third sentence of this paragraph.

The Company advises the Staff that it has
deleted the phrase as requested.

Sincerely,

/s/ Alison Newman

 cc: Mahmud Haq, Medical Transcription Billing, Corp.

  Bill Korn, Medical Transcription Billing, Corp.

  Steven Snyder, Medical Transcription Billing, Corp.

  Mitchell Nussbaum, Loeb & Loeb LLP

January 9, 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.
Registration Statement on Form S -1
Filed on December 20, 2013
File No. 333-192989

Dear Mr. Haq:

We have reviewed your registration statement and response letter dated December 20 ,
2013, an d have the following comments.  Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated December 4, 2013 .

Unaudited Pro Forma Condensed Combined Financial Information, page 37

1. We note yo ur response to prior comment 9.  Please revise your disclosure t o describe the
factors that you considered in determining that it is more likely than not that your tax
benefit from your pro forma loss will be realized against taxable income generated in
future years.

Management’s Discussion and Analysis of Financial C ondition and Results of Operations

Case Study:  Metro Medical Acquisition, page 50

2. We note your response to prior comment 11.  Since the profit margin  excludes indirect
expenses, the profit margin appears to be a Non -GAAP measure.  As such, a non -GAAP
measure is subject to all of the provisions of Regulation G and Item 10(e) of Regulation
S-K.  We refer you to Compliance & Disclosure Interpretations : Non -GAAP Financial
Measures  Question 104.05.  Please revise your presentation to provide this information.
Alternatively, please exclude the measure of profit margin from your presentation.
Further, please clarify your disclosure to describe the expenses th at are excluded from
your presentation and the reasons why.   Lastly, u se of the term “profit margin” suggests
that you are generating profits.  Please revise throughout the document, to reference
“gross margin”  instead.

Mahmud Haq
Medical Transcription Billing, Corp.
January 9, 2014
Page 2

 Quantitative and Qualitative Disclos ures about Market Risk, page 64

3. We note your revised disclosure on page 71 that your actual payments to your Pakistani
subsidiary for services are in an amount to cover actual costs incurred by the subsidiary
and the excess amount owed by you but not paid  is treated as a dividend. Accordingly,
you record a tax liability in your financial statements to cover U.S. taxes on that dividend.
However, we note your disclosure on page F -22 that as a result of your plans to repatriate
earnings in Pakistan to the Uni ted States your earnings are fully provided for at the full
U.S. federal rate.  Please clarify your disclosures to indicate whether you record a tax
liability on the entire earnings generated by your Pakistan subsidiary or only the excess
amount owed by you  but not paid to the subsidiary.

Acquisitions

Indemnification and Escrow, page 89

4. Please expand your disclosure to state clearly who will exercise voting and investment
power over the shares to be issued to the Target Sellers while they are escrowed.

Executive Compensation, page 102

5. Please expand the summary compensation table to include the required compensation
information concerning applicable executive officers for 2013, your most recent fiscal
year.  Similarly update the other information in this  section of the filing that is provided
at December 31, 2012 and for the year then ended.

Certain Relationships and Related Party Transactions, page 108

6. Also, update throughout this section to provide information responsive to Item 404 of
Regulation S -K with respect to applicable transactions that occurred during the most
recent year, 2013, or which are ongoing thereafter.

Where You Can Find More Information, page 127

7. Please delete the phrase “in all respects” from the third sentence of this paragraph .

 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.

Mahmud Haq
Medical Transcription Billing, Corp.
January 9, 2014
Page 3

 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

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

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