Mama Dance of Cape Town Appointed a Canadian Agent in 2006 That Took 20 to 50 Per Cent of Every Licence Fee It Placed. The Terms Exist Only in Three SEC Annual Reports

In the 2006 financial year a Cape Town production music library appointed DittyBase Technologies Inc., an Alberta-incorporated company whose shares were quoted on the US over-the-counter market, to place its catalogue with licensees. The only public record of that arrangement, and the only public record of the money split that governed it, sits in the annual reports DittyBase filed with the US Securities and Exchange Commission.

Verbatim from the annual report for the financial year ended 31 December 2006, lodged on EDGAR on 16 July 2007: “Dittybase also signed 2 new music libraries Mama Dance! and Drama King. The Mama Dance! Music Library combines emerging artists that blend traditional South African music with modern electronica and rock genres. Mama Dance Records has quickly become one of the most successful labels in Capetown, distributed and marketed by Universal Records – SA.”

That is the whole of the disclosure naming the library. Everything else about the deal has to be read off the filing’s general description of how it contracted with its partner libraries, which the same document sets out in unusual detail for a company of its size.

The commission, the payment terms and the term

Verbatim, from the same filing: “The Company acts as an agent/distributor for 14 music libraries (partners) and distributes this music through its on line hub or portal. The Company expects to continue to derive revenue chiefly from the licensing of music by way of taking a percentage of license fees per production ranging from 20-50%. Payment terms are 60 days after the end of each quarter.”

And on length and exit: “Contract terms with partners are generally three years with a clause to automatically renew for a further three years unless notice is given by either party. Written notice by either party must be received within 90 days before expiration of the current period. Either party may also terminate the agreement for material breech by giving written notice of the cause. The party receiving such notice has 30 days to cure the deficiency.”

The misspelling of breach is the filing’s own. The same two passages appear word for word, with only the partner count changing, in the annual reports for 2007 and 2008.

There is a second revenue line pointing the other way. The filing states: “Fee Structure for Music Libraries: Music libraries pay fees to the Company based on products or services provided.” It does not quantify those fees, describe what triggers them, or say whether Mama Dance paid any.

Agent, not owner: what the filing does and does not claim

No filing claims DittyBase acquired any right in the Mama Dance catalogue. The distinction is drawn inside the document itself, which is why it can be stated with confidence rather than inferred.

The filing lists “publishing acquisition” as a separate activity from distribution, and defines it in a footnote: “‘publishing acquisition’ means acquiring music on which the Company would own a significant portion of the publishing rights. The Company would earn residual income every time a project that includes this music is aired or performed.” Acquisition is described as something the company does to some music. Partner libraries are described under agency and distribution, not under acquisition.

The economics of the two are set out separately as well. For its own label, the Decibel Collective, the filing states: “The Company’s specific arrangement with dBc musicians is a 50/50 split of revenues for both synchronization fees and publishing royalties.” That is a publishing arrangement with writers. The 20 to 50 per cent of licence fees is a commission on third-party repertoire. They are different relationships and the document treats them as such.

The filing also uses language that places ownership on the library side without qualification: “Music produced by Company composers typically enters into dittybase.com for further non-exclusive licensing, depending on the publisher (owner) of the music.”

So the defensible reading is narrow and clear. DittyBase licensed and distributed. It did not own, and it did not administer in the publishing sense. On this record Mama Dance kept its rights and sold access to a sales channel for a share of the revenue.

The Universal claim attaches to the label, not the library

The 2006 filing says Mama Dance Records was “distributed and marketed by Universal Records – SA”. Two cautions apply.

First, the sentence is about Mama Dance Records, the label, which the filing describes as a separate thing from the Mama Dance! Music Library in the same paragraph. It makes no claim that Universal distributed the production music library catalogue that DittyBase was placing.

Second, “Universal Records – SA” is not a company name of record. Universal Music Group’s South African operation is Universal Music (Pty) Ltd, trading as Universal Music South Africa.

There is independent registry corroboration of a Universal connection, but it is thin and it predates the DittyBase deal. A MusicBrainz release record for “Got to Have It” by the Cape Town pop singer Jerusha, dated 10 March 2003, South African release, barcode 7071245001872, carries two labels on the same release: Mama Dance Records and Universal Music South Africa. Neither carries a catalogue number and the registry does not state which company did what. It corroborates that the two names appeared together on a release three years before the DittyBase arrangement. It does not establish ownership, distribution or term, and MusicBrainz holds exactly one Mama Dance release in total.

What is not established

The agreement itself has never been published. The annual report for 2008 states at Item 10.C, Material Contracts: “The Company has not entered into any contracts within the past two years which would not be considered normal course of business.” No library agreement was ever filed as an exhibit, so no contract text exists on the public record.

Mama Dance has never mentioned the arrangement publicly. Its live site, read on 5 October 2026, carries no reference to DittyBase and no company history beyond “for over 20 years”. The disclosure is entirely one-sided: the agent told its shareholders, and the library has said nothing.

No signing date exists. The filing dates the event only to the 2006 financial year. A full-text search of EDGAR for “Mama Dance” across all filings from 2001 onwards returns three documents, all of them DittyBase annual reports, so no interim announcement disclosed it at the time. The announced date on this record is therefore the date of the first filing that disclosed the relationship, 16 July 2007.

Whether the arrangement was exclusive, and for what territory, is not stated. The filing describes the company’s e-commerce licensing as serving “all US and Canadian clients” and its distribution as running through its own online hub, and names no territory, exclusivity or carve-out for the Mama Dance repertoire.

Whether Mama Dance remained a partner after 2006 could not be established, and the filings make that question sharper rather than softer. The 2006 report counts 14 partner libraries. The 2007 report counts 13, while also recording that two new libraries, Clemistry Music and Wax Labs, were signed during 2007. On those figures at least three partner relationships ended during 2007. No filing names which. The 2008 report counts 16 and names three further signings, CBC Records, Gaptrax and MRG Recordings/WDP Lionsgate, which reconciles. The 2007 attrition does not.

Traffic ran in both directions and the counterparty on the return leg is unnamed. The 2006 filing states that the Decibel Collective “entered into negotiations with 4 foreign distributers Japan, France, Australia and South Africa. All foreign distributers were signed by the end of 2006 and will begin distribution of the Decibel Collective catalog in 2007.” So a South African distributor was appointed to carry Canadian repertoire into South Africa. The filing does not name it, and whether it was Mama Dance or any related party is not established.

The registered legal entity behind Mama Dance could not be established. South Africa’s Companies and Intellectual Property Commission publishes no free public search interface this desk can query, and a UK Companies House name search returned no Mama Dance music company.

One contradiction inside the filings

The three annual reports do not agree on the 2005 share issuance. The 2006 report states that during the year ended 31 December 2005 “The Company issued a total 3,230,339 shares for net proceeds of $418,645”. The 2007 report, covering the same year in the same three-year history section, states “The Company issued a total of 3,741,394 shares for net proceeds of $418,645”, which is the identical share count it reports for 2006. The proceeds figures are consistent across both filings. The share count for 2005 is not. The discrepancy is 511,055 shares and no filing explains it.

What happened to the agent

DittyBase filed no periodic report after the annual report for the year ended 31 December 2008, lodged on 15 July 2009. It filed a notification of late filing on 30 June 2010 and a final 6-K on 13 May 2010. The SEC revoked the registration of each class of its registered securities under Section 12(j) of the Exchange Act on 13 May 2015, by Exchange Act Release No. 74941, following an initial decision entered by default after the company filed no answer. The order records that its last periodic report “reported a net loss and comprehensive loss of $449,461 Canadian for the prior year”, and that as of 23 February 2015 its shares were still quoted on OTC Link by three market makers and were piggyback-eligible.

Mama Dance is still trading. Its site describes a library of more than 600,000 African and international tracks, membership of CAPASSO, licence fees calculated from the CAPASSO rate card, and a rights-managed model charging per usage rather than selling buy-outs.