CC - Filed by Filing Services Canada Inc. 403-717-3898

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended December 31, 2007

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For transition period from ____ to ______

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Date of event requiring this shell company report _____________________

Securities registered or to be registered pursuant to Section 12(b) of the Act: Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act: Common Shares, Without Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Number of outstanding shares of each of the Company’s classes of capital or common stock as of December 31, 2007: 25,033,365 Common Shares Without Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: [ ] No: [X]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes: [X] No: [ ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by checkmark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: [ ] No: [X]

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Section 12, 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. Yes: [ ] No: [ ]

In this Annual Report all references to the “Company” are to Dittybase Technologies Inc. and its subsidiaries. All references to “Canada” are to The Dominion of Canada. All references to the “Government” are to the government of Canada. Unless otherwise noted all references to “common shares”, “shares” or “common stock” are to the common shares of the Company.

In this document, all references to “SEC” or “Commission” are to the United States Securities and Exchange Commission. The Company’s reporting currency is the Canadian dollar. References to “$”, “Cdn Dollars”, or “Cdn$” are to the currency of Canada, and all references to “US Dollars” or “US$” are to the currency of the United States of America. Solely for the convenience of the reader, this Form 20-F contains translations of certain Cdn Dollar amounts into US Dollars amounts at specified rates.

The rate of exchange means the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs proposed by the Federal Reserve Bank of New York. The average rate means the average of the exchange rates on the last date of each month during a year.

The exchange rate on December 31, 2007 was 0.9881 and on August 12, 2008 was 1.0641.

The following table sets forth, for the periods indicated, selected financial and operating data for the Company. This information should be read in conjunction with the Company's financial statements and notes thereto. The selected financial data provided below are not necessarily indicative of the future results of operations or financial

performance of the Company. The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future.

The year end financial statements of the Company have been audited by BDO Dunwoody LLP, independent chartered accountants (formerly Amisano Hanson). They are maintained in Canadian dollars, and have been prepared in accordance with accounting principles generally accepted in Canada. Comparison of Canadian GAAP and United States GAAP are set forth in the notes to the financial statements.

The “Total Assets” figures contained in the above table include an item described as “GST Receivable”. GST receivable is made up of value-added tax amounts incurred on Canadian expenditures that are refundable from the government of Canada. This amount is not related to other income.

The following risks relate specifically to the Company's business and should be considered carefully. As the Company has only recently begun operations and has not yet achieved profitability and the occurrence of any one or more of the events outlined under this section could have severe consequences on the Company's business, financial condition and results of operations, including cessation of operations or bankruptcy.

The Company’s business is in its early stages and has a limited customer base.

After the Company’s inception in 1999 it developed and implemented an on-line service to enable customers to acquire digitized production music as required by entertainment, advertising and corporate markets. In December 2001 the Company experienced major layoffs as a result of its inability to raise sufficient operating capital, due mainly to market conditions in the technology sector at the time. In June 2002 the Company’s website ceased to function, along with the online version of the client application in October 2002. The Company has only recently re-launched its application on the Dittybase.com website. It has a limited customer base and is reliant on its ability to maintain its website. Due to the inability of the Company to meet the lease obligations on its server equipment from October 2002 to December 2004, it was unable to maintain its full site functionality and, as a result, sales were impacted as the Company had to rely largely on manual sales instead of internet sales.

In order to continue to provide content that is current and to grow the inventory of music available for license, thus appealing to a broader market, the Company must continue to attract new partners with content which is suitable. The Company is also reliant on existing partners renewing their terms. The Company currently has approximately 55,000 cuts of music from 13 music libraries. There are approximately 600 music libraries worldwide, of which 60 own content which the Company considers to be of the highest quality and which command the majority of the license market. The Company will need to continue to attract this level of partner to build on its 13 existing libraries. Continued growth of its content available for license, and the ability of the Company to encode or prepare the music for hosting on its site and its customer base, are largely reliant on sufficient capital and the willingness of the libraries and the user market to adopt the Company’s technology, website application and business model.

The Company’s continued existence is dependent upon its ability to raise substantial capital, maintain adequate financing arrangements and to generate profitable operations in the future. Failure of one or more of these events could have severe consequences on the Company's business, financial condition and results of operations including cessation of operations or bankruptcy. In its efforts to raise capital the Company has faced generally poor financial market conditions in North America, particularly in the technology sector. From the Company’s inception to December 31, 2007, the Company has generated incidental revenues totalling approximately $385,884. Significant losses have been experienced since the Company’s inception. The Company had a working capital deficiency of Cdn$1,283,197 as at December 31, 2007. An explanatory paragraph has been added to the audit report in accordance with United States reporting standards, as there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements have not been adjusted for this uncertainty. Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2007 contain the following statement: “These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $5,785,790 since its inception and has a working capital deficiency of $1,283,197 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s

ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.”

As at December 31, 2007, the Company is indebted by way of loans made to the Company by unrelated parties ($118,715). Of the unrelated party loans $63,729 bears interest at the rate of 20%. None of the unrelated party loans have any specific terms of repayment. The Company also has a judgment against it in the amount of $428,285 plus costs as a result of its inability to make monthly lease payments pertaining to obligations under capital leases for computer equipment, software and related warranties and support services acquired in fiscal 2001. In fiscal 2002 the equipment was repossessed by the lessor and the warranties and support services were terminated. The amount of the judgment has been accrued by the Company and is included in accounts payable. In the event that the Company is unable to raise substantial capital, maintain adequate financing arrangements and generate profitable operations in the future, it will be unable to meet its debt obligations and its business will fail.

The Company success will be dependent upon its ability to adapt to technological advances.

The Company’s success will be dependent upon its ability to adapt to technological advances and changes in the industry. There is no assurance that the Company will be successful in its efforts in these respects. For instance, as new audio formats are introduced the Company must be able to deliver its products in these formats. In order to deal with new audio formats the Company’s download module has been developed to be adapted to new formats and to convert any format request from a wav master. The Company must also keep abreast of technological advances such as new “programming” environments that enable the Company to take advantage of new web features. The Company has kept its programmers educated on these new advances and takes advantage of them once the “new” technology has been accepted as an industry standard. As operating and database systems evolve the Company must also evolve to take advantage of new features and to maintain support on these systems. To date, the Company has been able to keep up-to-date with changes and must continue to budget funds to maintain this growth.

The Company’s business may be affected by interruptions in internet service which would affect the Company’s ability to perform on-line sales and downloads.

Interrupted internet service would affect the Company’s ability to perform on-line sales and downloads. Internet search engines currently provide the Company with approximately 60% of all new sales opportunities and, as a result, sales growth would be severely hampered if the interruption was for an extended period of time. In addition the Company would be unable to offer its client the ability to download the Company’s music and the Company would be forced to have to ship the Company’s music via more traditional methods such as DVDs, and CDs. Virus/hackers are a concern when dealing with the web and in an event of a serious violation the site could be down for several days to repair the damage. However, in the event of any of the foregoing possibilities, the Company’s business could be temporarily interrupted and thereby affected.

The Company experienced interruptions in internet service in 2002 due to the Company’s inability to raise sufficient capital to maintain operations specifically the use of server equipment. Accordingly the Company was unable to offer on-line sales and downloads and as a consequence the Company’s sales from the period of October 2002 to December 2004 were seriously impacted.

The Company has incurred net losses since inception and there can be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained.

The Company has incurred net losses since inception. The Company incurred a net loss for the year ended December 31, 2007 of $391,485. This was a decrease of 19% from the net loss of $485,406 incurred for the year ended December 31, 2006. There can, however, be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Accordingly, there can be no assurance that the Company will achieve or sustain profitability. If the Company cannot achieve profitability or position cash flow from operating activities, it may not be able to meet its working capital requirements, which could result in bankruptcy of the Company.

The market for music licensing and related services in the broadcast industry is intensely competitive.

The market for music licensing and related services in the broadcast industry is intensely competitive. There are many companies vying for dominance in this space. The Company expects competition to persist and to intensify in the future as the markets for the Company’s products continue to develop and as additional competitors enter each of its markets. The Company’s products are the subject of intense industry interest and the Company is aware of numerous other companies that are focusing significant resources on development and marketing products and services that will compete with the Company’s products and services. Numerous releases of products and services that will compete with those of the Company can be expected in the near future. Other competitors may also emerge in these areas. To remain competitive, the Company may be forced to match prices and reduce costs. To date the Company, in its competitor research efforts (which include industry related sources such as trade magazines, periodicals, web searches, news releases and direct customer discussion and feedback) has not identified any competitor that offers as comprehensive a solution to the automation of the process for licensing music online.

To date, the Company’s electronic commerce and Internet applications have not generated any significant revenues.

To date, the Company’s electronic commerce or ability to accept credit card transactions on line and Internet applications, being the search audition and download applications, have not generated any significant revenues. The marketing of such products is just beginning. A pilot marketing phase began in May 2001 and ran until December 2004. On December 15, 2004 the Company formally began its marketing campaign, including search engine optimization, industry magazine advertising, demo CD’s and DVD’s, direct mail, white papers, contests, and internet advertising campaigns. The Company plans to release a new product line which will be called dittyNET, a self-contained, customized version of dittybase.com that provides an integrated (client/server) software solution and professional services to the Company’s distribution agents. There is no guarantee that the Company will be able to introduce these within a reasonable time frame or that such products will gain market acceptance or that, if market acceptance is achieved, the Company will be able to maintain such acceptance for a significant period of time. Neither can there by assurance that commerce over the Internet or the adoption of intranets will become widespread.

Future changes in the regulatory environment relating to the Internet access industry may affect the Company.

The Company is not currently subject to direct regulation by the federal or provincial regulatory agencies, or any other agency, other than regulations applicable to business generally. Changes in the regulatory environment relating to the Internet access industry, including regulatory changes which directly or indirectly affect Internet costs or increase the likelihood or scope of competition from regional Internet companies or others, could have a positive or an adverse effect on the Company’s business.

The Company will need to raise funds through public or private debt or equity financing in the event that the Company’s estimates and capital requirements change, or prove inaccurate, or in order for the Company to respond to unanticipated competitive pressures or to take advantage of unanticipated opportunities. There can be no assurance that additional financing will be available on terms favourable to the Company, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to continue its

network expansion to take advantage of market opportunities, to develop new products or otherwise to respond to competitive pressures or continue to be viable. Such inability could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s operations are dependent on its ability to protect its network infrastructure against damage from fire, earthquakes, severe flooding, power loss, telecommunications failures and similar events. The failure of the Company to adequately manage service disruptions resulting from physical damage to its network, or breaches of or failures in the network’s integrity, could have a material adverse impact on the Company’s business, financial condition and results of operations.

The Company’s success will depend upon the continued services of its senior management team and its technical, marketing and sales personnel.

The Company’s success will depend upon the continued services of its senior management team: Timothy Daniels, its President, and its technical, marketing and sales personnel, Duane Miller, Vice-president of Operations, Lance Landiak, Vice-president of Business Development, and Mike Knutsen, Vice-president of Product Management. The Company’s employees may voluntarily terminate their employment with the Company at any time and competition for qualified employees in the Company’s industry is intense. The loss of the services of key personnel could have a material adverse effect upon the Company’s business, financial condition and results of operations. Programs are in place to retain and motivate employees. The Company currently does not maintain any key personnel insurance.

The Company has not declared any dividends since inception, and has no present intention of paying any cash dividends on its common stock in the foreseeable future. The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company's Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and financial condition, as well as other relevant factors.

The possible issuance of additional shares may impact the value of the Company stock.

The Company is authorized to issue up to unlimited number of shares of common stock. It is the Company's intention to issue more shares to fund its operations. Sales of substantial amounts of common stock (including shares issuable upon the exercise of stock options, the conversion of notes and the exercise of warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for the common stock and the ability of the Company to raise equity capital in the future. Virtually all funding for the Company’s operations has come from common share issuances, and, as an immediate strategy, the Company intends to raise additional working capital through private or public offerings.

The Company’s board of directors has the authority without further shareholder approval to issue preferred shares with rights superior to those currently held by its common shareholders.

As the Company is a Canadian company it may be difficult for US shareholders of the Company to effect service on the Company or to realize on judgments obtained against the Company in the United States.

The Company is a Canadian corporation. All of its directors and officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws. If a judgment is obtained in the US courts based on civil liability provisions of the US federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company’s non-US resident executive officers or directors. Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have

against the Company or its directors and officers. Nevertheless, it may be difficult for United States shareholders to bring an original action in the Canadian courts to enforce liabilities based on the US federal securities laws against the Company and any of the Company’s non-US resident executive officers or directors.

From time to time certain of the directors and executive officers of the Company may serve as directors or executive officers of other companies and, to the extent that such other companies may participate in the industries in which the Company may participate, the directors of the Company may have a conflict of interest. In addition, the Company’s dependence on directors and officers who devote time to other business interests may create conflicts of interest, i.e. that the fiduciary obligations of an individual to the other company conflicts with the individual fiduciary obligations of the Company and vice versa.

Directors and officers must exercise their judgment to resolve all conflicts of interest in a manner consistent with their fiduciary duties to the Company. If such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. The Company is not aware of the existence of any conflict of interest as described herein.

US shareholders who receive dividends of the Company will be subject to Canadian withholding taxes and may be subject to income tax in Canada when they dispose of their shares of the Company

Dividends paid on the common stock of the Company to a US non corporate resident will be subject to withholding tax of 15% in Canada. Provided the Company is not a “passive foreign investment company” dividends received by individuals in their tax years beginning on January 1, 2003 from “qualified foreign corporations” will be taxed in the US at the rate of 5% (zero, in 2008) or 15%, depending upon the particular taxpayer’s US federal income tax bracket. After December 31, 2008 dividends will be taxed at the ordinary income tax rates of up to 35%. While the Company is of the opinion that it is a “qualified foreign corporation” there is no assurance with that the Company will maintain that status. To the extent any dividend distribution exceeds the Company’s earnings and profit the distribution will first be treated as a tax-free return of capital to the extent of the US resident’s adjusted tax basis in the Company’s common shares. To the extent that such distribution exceeds the US Resident’s adjusted tax basis, the distribution will be taxed as gain recognized on a sale or exchange of the Company’s common shares.

US residents who dispose of shares of the Company may under certain circumstances be subject to income tax in Canada. Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the US Holder's US federal income taxes.

The Company has not determined whether it meets the definition of a "passive foreign investment company" under US tax rules

The Company has not determined whether it meets the definition of a “passive foreign investment company” (a “PFIC”) under US tax rules. There is a risk the Company may be deemed to be a PFIC and in such event then a U.S shareholder could under certain circumstances be required to pay an interest charge together with tax calculated at maximum tax rates on the sale of shares of the Company.

If 75% or more of the Company's annual gross income has ever consisted of, or ever consists of, "passive" income or if 50% or more of the average value of the Company's assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such "passive" income, then the Company would be or would become a PFIC. Passive income is income from dividends. The Company has not provided assurances that it has not been and does not expect to become a PFIC.

Management of the Company can through their stock ownership in the Company influence all matters requiring approval by the Company’s stockholders.

Management of the Company own collectively, as of December 31, 2007 7,028,188 shares being 28% of the

Company's issued and outstanding shares of common stock. These stockholders, if acting together, will be able to significantly influence all matters requiring approval by the Company's stockholders, including the election of directors and the approval of mergers or other business combination transactions.

The Company’s common shares will be subject to the “penny stock rules” as defined by Rule 3a51.1 of the Exchange Act for the following reasons: (a) the Company does not have net tangible assets of at least $2,000,000; and (b) has not had an average revenue of $6,000,000 for the preceding three years. See Risk (w) below regarding the sale or transfer of the Company’s common stock by shareholders in the United States.

Piracy of music, including unauthorized downloading and CD burning, affects all sectors of the music industry including the Company. The failure of the Company to adequately manage its copyrighted material from illegal downloads and unauthorized uses could result in lost revenues, and the bad publicity inherent in such a failure could have an adverse effect on the Company’s business. In addition, the ability to download unauthorized music from other sources may cause people to be less inclined to use the Company’s services thus having an adverse effect on the Company’s revenues.

The sale or transfer of the Company’s common stock by shareholders in the United States will be subject to the so-called "penny stock rules."

Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a "penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny stock by any person unless:

prior to the transaction the broker or dealer has (1) approved the person's account for transaction in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased; and

the purchaser has been provided an appropriate disclosure statement as to penny stock investment.

The SEC adopted regulations that generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.'s Automated Quotation System.

It is likely that shares of the Company's common stock, assuming a market were to develop in the US therefor, will be subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company's common stock and the ability of shareholders to sell their securities in the secondary market in the US.

Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the US in which an exemption for such "secondary trading" exists or in which the shares may have been registered.

The Company was incorporated by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta), Canada on June 23, 1999 under the name 836030 Alberta Ltd. By Certificate of Amendment dated October 31, 2000, the Company amended its Articles to remove the “private company” restrictions. On July 26, 2001, the Company was extra-provincially registered in the Province of British Columbia. By Certificate of Amendment dated July 26, 2001, the Company amended its Articles to change its name to Dittybase Technologies Inc.

The Company has two wholly-owned Canadian subsidiaries, both incorporated pursuant to the provisions of the Business Corporation Act (Alberta): Dittybase Inc. on April 3, 1997, and The Decibel Collective Inc. on September 23, 2004.

The Company also has a wholly-owned US subsidiary, Dittybase America Inc., incorporated pursuant to the laws of the State of Delaware on March 12, 2001.

The registered and records offices of the Company, Dittybase Inc. and The Decibel Collective Inc. are located at 1310 Merrill Lynch Tower, 10205 101 Street, Edmonton, Alberta T5J 2Z2.

The head office of Dittybase America Inc. is located at 285 S.E. 6^th Avenue, Unit M, Delray Beach, Florida 33483-5299. Its registered office is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

Since its inception in 1999 the Company has developed and implemented dittybase.com™, an online service that enables enterprises to acquire digitized production music and manage all processes involved in the use of production music, as required by entertainment, advertising and corporate markets.

Since December 31, 2001 the Company has generated incidental revenues of a total of approximately $385,884 entirely from external customers.

The Company acts as an agent/distributor for 13 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. The Company has located its library partner base through direct contact and presentation of its application benefits over the partners traditional distribution methods.

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. On termination of a contract any obligations owing between the parties as of the termination date shall be deemed satisfied except for any payments due the partner by the Company for third party licenses for which compensation has not yet been paid by the Company.

After completion of its online music licensing application in May 2001 the Company began planning to develop a software product suite, dittyNET, which will be a self-contained, customized version of dittybase.com that provides an integrated (client/server) software solution and professional services to the Company’s future distribution agents. Due to limitations in funding, the Company had to suspend development of the dittyNET suite of products in late 2002. If the Company is able to raise adequate funding to continue its development, the Company expects to release a version of dittyNET by the end of 2009. The Company also plans to continue to develop and market a line of software tools that enable enterprises to more efficiently manage acquired digitized production music

The Company’s products manage music rights, encode, archive, search, retrieve and enable the delivery, merchandising, selling and reuse of digitized production music. The Company’s goal is to automate the process of licensing music for broadcast. The Company’s application streamlines the distribution, licensing and copyright clearance of digitized music by providing a complete line of software products and services that enable creative enterprises to acquire digitized music, as well as manage all processes involving the use of music on-line. The

Company’s products encode, manage, archive, search, retrieve and enable the delivery, licensing, reuse and copyright clearance of digitized music. The traditional process involves phone and fax communication, hard copy materials, couriers, management of CD collections and multiple libraries and time zones. This labour intensive and often inefficient process costs time and money. The Company’s music licensing application allows the user to complete the process of search, audition, download, license and cue sheet reporting for royalty reporting purposes in one sitting, all within its automated application. The Company does not sell music to retail consumers, but focuses strictly on the business-to-business music market. Typical clients of the Company would include TV stations and networks, advertising agencies, film producers, corporate videographers, video game developers and web designers.

Production music is comprised of music in a variety of different styles, created and licensed specifically for use in a range of creative projects including websites, radio and television programming, films, corporate videos, commercials, live theatre, multimedia presentations, video games and computer programs

The Company has found its present client base through a program of cold calling, email communication, job postings, trade publications, referrals, search engine optimization (methods of achieving a higher search ranking), reciprocal links and web searches (people searching for music licensing services).

The Company has been financed to date by friends, family and business associates by way of a series of private placements. It is anticipated that the Company’s next phase of funding will be by way of private placements of shares of the Company through its directors and officers and/or through a registered representative authorized by the Company for a maximum of Cdn$2,500,000.

At the date of this Annual Report the Company has not completed the aforementioned funding.

On February 16, 2005 the Company announced the signing of a one-year music licensing agreement with Movie Central, western Canada’s premium cable television network. Movie Central is a division of Corus Entertainment. Under the agreement Movie Central will utilize one-line access to the Dittybase.com in order to select theme music for Movie Central’s six channels. In addition, Movie Central will use Dittybase music for commercials across western Canadian television stations to promote viewership of Movie Central and its six themed channels, which include Movie Central, Adrenaline Drive (action, adventure), Shadow Lane (thrillers, mysteries), Heartland Road, Encore Avenue (movies from the past) and Comic Strip (comedies).

Movie Central is a 24-hour premium subscription TV service available to customers living in western Canada. The network broadcasts Hollywood blockbusters and independent films, uncut, 24/7 exclusively to homes, without commercial interruption. Movie Central is first home of HBO programming in Canada. Movie Central features High Definition and Dolby Digital content. It has also launched Canada’s first subscription video on demand service – Movie Central Express.

Corus Entertainment is a Canadian-based media and entertainment company, and is a market leader in both specialty TV and radio. Corus also owns Nelvana Limited, an internationally recognized producer and distributor of children’s programming and products. Other interests of Corus include music, television broadcasting and advertising services. The shares of Corus trade on the Toronto and New York Stock Exchanges.

In 2006 Dittybase became an e-commerce enabled web service providing all US and Canadian clients the ability to purchase licenses on-line with any of the major credit cards. 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. Drama King is a well-crafted

music library by veteran composer David Scheffler, which focuses solely on music in the filmscore and drama music genres. His credits include NYPD Blue, Friends, Drew Carey, The Today Show, Good Morning America and others.

The Decibel Collective signed numerous new artists in 2006 to complete Volume 3 which consists of 14 CD’s. The dBc also 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.

In 2007 Dittybase signed 2 new music partners in Clemistry Music and Wax Labs. The Decibel Collective signed an additional 13 new artists to complete Volume 4 which consists of 12 CD’s. Foreign distribution in Japan, France, Australia and South Africa of the dBc catalog began in April 2007 and Volume 4 will be completed for distribution in these territories in 2008.

encoding and publishing production music content at its dittybase.com website for its search and project management systems;

publishing acquisition⁽¹⁾, marketing and distributing production music to creative professionals and organizations; and

providing a secure environment for the management of corporate and entertainment productions, music assets, as well as rights reporting to publishing partners and creative clients.

“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.

The Company’s existing and planned open-architecture product line is non-proprietary, modular, portable to a number of languages and leading platforms and is designed to seamlessly integrate into customers’ existing workflow environments. The search system is designed to always provide an accurate and positive search result. The database is specifically designed so that users will never receive a “zero results found” response. The Company is the only solution provider that uses an e-commerce model which enables creators to “play first and pay later”, which is the business model that the production music industry has used since its inception.

The Company employs standard non-disclosure agreements with any person or organization with whom the Company shares its business plan or materials. These parties include potential investors, brokers, venture capital groups, business partners and advisors. Employees are bound by employment contracts.

The Company currently offers three broad solutions to its customers which it intends to expand to four solutions:

Online: The Company’s website, dittybase.com™, connects creative enterprises in need of music with music libraries worldwide, providing a vast selection of world-class music catalogues, which is facilitated via the Company’s proprietary project management, automated music licensing and e-commerce transaction services.

Standalone: dittyROM™ provides CD and DVD-ROM solutions for creative clients within a local computer network/Intranet or limited Internet access, enabling them to search and access production music partner collections

of specific libraries or distributors (in addition to integrating with dittybase.com to manage downloaded digital music on a user ’s desktop where an Internet connection is available).

The Decibel Collective (the dBc™): Launched in the spring of 2004, this is the Company’s exclusive media music label. It is a network (collective) of artists represented for custom scoring services, catalogue distribution, music marketing and licensing services. The dBc offers content to markets that demand a high quality product that may not be provided by traditional music libraries. The Decibel Collective hand selects “free agent” artists, producers, recording engineers and sound designers from all over the world.

Digital Music Management System: dittyNET™ will essentially be a self-contained, customized version of dittybase.com that provides an integrated (client/server) software solution and professional services to the Company’s distribution agents, empowering them with a significant marketplace advantage. This technology focuses on the customer and their internal administration of music reporting and royalties vis-à-vis the Company’s exclusive international distribution agents, thus eliminating the cost and resources associated with the development of an internal infrastructure

Based on a 2001 survey by the National Music Publishers Association (“NMPA”) the music publishing industry was worth US$6.6 billion, of which 86% was comprised of 40% reproduction based and 46% performance based income, or, US$5.6 billion which is pertinent to the business of the Company. The Company further defines these revenue streams as follows:

Synchronization-based licensing revenue being the right to synchronize music with visual images and voice (via the Company’s web site - dittybase.com, and DVD and CD products - dittyROM)⁽¹⁾

Performance-based income being royalties paid by TV, film and radio broadcasters to performance rights organizations (SOCAN/ASCAP/BMI) for the public performance of music (via TV and Radio play of the Company’s music catalogues)⁽¹⁾

Custom scoring services and publishing acquisition-based income (the dBc)⁽¹⁾

Mechanical-based licensing income being the right to make copies of the music and master on CD soundtracks or digital downloads to the consumer (CD Soundtracks and digital downloads made available to the consumer)⁽²⁾

International sales (via foreign territory distribution of the Company’s technology and products)⁽²⁾.

While this source is currently not realizing revenues for the Company, the Company anticipates revenue from this source once it has launched dittyNET.

This revenue source is not yet relevant to Company sales as no sales have occurred or are dependant upon the launch of dittyNET.

The NMPA report is based on surveys conducted in 46 territories worldwide covering music publishing revenues for the year 2001. The NMPA utilizes data from all reporting organizations in participating territories on a volunteer basis for the reporting period. There is no assurance that each territory will continue to volunteer data for each year. In the Company’s opinion, the NMPA report is the most current information available for the industry. It should be noted that it takes two to three years to consolidate all of the reporting data for a given period. From 1995 to 2001, music publishing revenues increased on average 2% per annum. It should also be noted however that the percentage changes in music publishing revenues from 1995 to 2001 fluctuated significantly, including two years of an actual decline in revenues, such as a decline of 4% in 2001. According to the NMPA report the reasons for these declines included fewer territories reported, significant lawsuits and economic uncertainty. Due to the historically wide fluctuations, there is no assurance that the music publishing revenues have continued to increase on an average of 2% since 2001.

The Company has two customer categories: internal customers (the distribution agents that market products or content through the Company’s web site), and external customers (creative professionals, film producers, broadcasters and advertising agencies and related companies that purchase that content or product).

External customers are the licensees (users) of production music. The Company’s long-term focus is based on production music used in the top music publishing income territories, primarily for broadcast radio and television shows, commercials, films, Internet and corporate use.

One of the objectives of dittyNET will be to authorize and license foreign content distributors outside North America, to represent the Company’s select music catalogues using its technology and third party software tools.

The Company will look to media music composers, major brand corporate archives, music labels and advertising agencies that hold (have rights to or own) significant music publishing assets and acquire a portion of the publishing rights. All music licensing income will be represented exclusively through the Company’s products and technology via its international agents.

The Company is developing (dittyNET) a system that will automate the entire music-related workflow process of large to small media-intensive companies, and enable external resources to share audio assets in a secure and controlled fashion. The Company’s open-architecture product line will be non-proprietary, modular, portable to a number of leading platforms, and designed to seamlessly integrate into customers’ existing workflow environments.

dittybase client, the primary product, used to search, audition and license music cuts, as well as to manage project information for a single user, or group of users;

dittybase rapport, used by users, libraries, music distributors and site administrators to analyze and report dittybase databank usage and activity; and

dittybase admin, typically used by a single network administrator to set user privileges for dittybase encoder, client and rapport,

the dittybase databank, a flexible group of data sources designed to store information for dittybase encoder, client, rapport and admin.

The dittybase encoder is used to ‘encode’ or categorize music tracks according to specific criteria, and to publish them to the dittybase databank with corresponding audio samples. Intelligent tutors with audio examples and text are available from within the program to aid in accurate, detailed classification of each track according to musical style, instruments, orchestration, era, origin, version and keywords.

The dittybase client is the Company’s flagship product, designed to be the best way to find and use production music.

A fundamental advantage of the dittybase client search module over typical database search systems is ‘Positive Result Searching’. By utilizing dynamic criteria filtering, the search module guarantees that any combination of available search criteria will produce music cuts for audition.

As in dittybase encoder, intelligent tutors with audio and text examples are available from within the program, to aid in searching for cuts that match specific styles, instruments, orchestrations, eras, origins, versions or keywords.

Login/registration. This module is specifically designed for users who are using dittybase client while connected to the Internet, for users connecting to a dittybase databank via a network, or for users who are accessing dittybase client from the Dittybase web site, dittybase.com. A login/registration ensures secure access in order for dittybase client to conduct online licensing transactions. The login also allows the dittybase admin software to keep accurate logs of all user access.

Search and audition. This module is designed to allow a user to search the encoded cuts of music in the dittybase databank quickly and efficiently, using a wide palette of criteria. Once a possible music cut(s) has been located, the user can audition either a 30-second “soundbyte” of the cut, or a full-length sample.

Searches can be conducted using ‘subjective’ criteria, such as style, keywords or tempo; by ‘concrete’ criteria, such as composer, title or library track identification; or by ‘theme’, a new type of search technique utilizing pre-selected ‘subjective’ criteria to conveniently produce results not obtainable through any other search type.

Project management. The dittybase client can be used to store and manage detailed project information, including production type, air-date, producer and engineer. Search results from the search module are added to a new or existing project, where they can be marked with a variety of status flags to indicate whether they are under consideration, approved, licensed or rejected from the final project.

Downloading and ordering music. If the dittybase client user is connected to the Internet, or if the user is searching online at dittybase.com, he may download an approved cut for a time-limited 30-day trial, in order to begin work on a project immediately. In the event that the user is working with a standalone version of dittybase client (dittyROM), he is presented with the option of submitting an order for a compact disc directly to the library or distributor either via paper or electronically.

Licensing music for production use. If the dittybase client user is connected to the Internet, or if the user is searching online at dittybase.com, he may license music cuts online. In the event that an appropriate license type is not available, or if a specialty agreement - such as exclusive rights or an annual license - is required, the user may apply for such a contract directly to the library through the license module.

The dittybase databank contains up-to-the-minute pricing information and licensing agreements (entered via the dittybase rapport software) for all libraries that permit these transactions.

Promotion code activation. When the Company launches a number of marketing campaigns through various marketing components, it must provide each a unique “promotion code” that tells the recipient of the marketing material to go on-line and enter the promotion code to receive a special limited time offer. Different promotion codes allow the Company to track and evaluate the success of multiple marketing messages through various campaigns running through affiliates, magazines, direct mail and email in tandem. Integration of all marketing components directed to the Company’s web site is a key factor to its success.

dittybase rapport: Music Database Usage Report and Customer Management Software

The dittybase rapport software is used to track dittybase databank activity. There are four levels of rapport access, depending on the type of user:

User Level: This level permits user-specific reporting only, such as projects created, cuts used, licenses issued and transactions completed. The user level is also integrated into the dittybase client project module.

Library Level: This level is used to report all library activity, including information about music cut usage, customers and licenses. The library level also includes a contact manager of the library’s licensed customers, as well as access to the library’s price lists and licensing agreements. Information gathered at the library level can be used to more accurately target new releases and for direct marketing.

Distributor Level: This level provides detailed reporting across all of a distributor’s music libraries. The distributor level is primarily intended to furnish a “bird’s-eye” view of the activity within groups of libraries and their territory. User-specific access may not be required or available.

Site Level: This level is capable of reporting all activity at a specific installation site, and is the most comprehensive level of reporting, encompassing the privileges of the preceding three levels. This site level is available only to dittyNET installation sites and internally at Dittybase Inc.

The dittybase admin software will typically be used by a single administrator to set up user permissions or privileges for dittybase encoder, client and rapport within a dittyNET network installation. As well, dittybase admin provides event logging for this software, for increased security within a dittyNET installation.

The dittybase databank will not be simply a piece of software, but rather the flexible central group of data sources that stores all information from encoder, client, rapport and admin. A dittybase databank will be customized with data specific to a particular library or distributor, or left empty for later encoding in a dittyNET installation. The dittybase databank is paired with additional software and server hardware to permit digital audio streaming, digital rights management and e-commerce transactions, where required.

The Company enables users to purchase synchronization, performance, and reproduction licenses for premium quality production music where applicable by territory.

The Company provides three levels of pricing for access to and use of its music content.

Exclusive rights contract. The Company encodes the archived music tracks of post-audio and sound design firms, primarily for exclusive use by broadcast stations, advertising agencies and brand name corporations.

License for use. Music tracks are generally licensed by the number of plays per track; under a single production, a production or program blanket agreement provides unlimited music for a single fee based on the runtime of a production; or under an annual agreement that permits a limited or unlimited use of a library’s music for the set period of time under contract (usually one year to three years).

Custom scoring. The Company and its network of composers provide custom music services for specific projects. The licensees can either license the use of the music non-exclusively, buy-out a share of the publisher’s portion of the rights for exclusive use with a brand name commercial, film or TV program. Music produced by Company composers typically enters into dittybase.com for further non-exclusive licensing, depending on the publisher (owner) of the music.

The Company’s dittyNET Product Suite will provide an integrated client/server software solution and digital media management services for its international distributors, in addition to media-intensive companies with private networks and in-house music libraries. Installations may be customized to meet the needs of the client.

There are five significant competitors in the Company’s market, with products and/or services that are in part similar to Dittybase.

Pump Audio uses “Soundtrack” software, featuring only three criteria types to search with, as compared to the nine used at Dittybase.com. The client can also end up with “No Results Found”, meaning they need to begin the search over or else figure out which criteria to remove in order to find any music at all. Purchased by Getty Images in June 2007.

Extreme Music uses “Fastrack” software. Only allows one criteria per search, making zeroing in on the right music a tedious task. “Keyword Search coming soon” has been on their website for many months.

Parent company “Famous Music” has a catalogue of over 125,000 songs and sound cues include music by Eminem and Shakira as well as movie soundtracks from "The Godfather" and "Mission Impossible”.

FirstCom - FirstCom is both a library and North American distributor, boasting over 1500 CDs of content. FirstCom uses "MusicQuick" software, which is believed to be created specifically for them. Music may be auditioned and added to projects, however music must be acquired via CD, and uses traditional (i.e., paper) licensing methods. FirstCom is owned by the Universal-BMG Music Publishing Group.

Killertracks - Begun in 1989 and acquired by BMG Music Publishing in 1992. Killertracks now contains a catalogue of 20,000 titles. With 47 offices in 36 countries around the world, BMG Music Publishing is one of only four multinational music-publishing groups. Killertracks uses "Killer Trakfinder" software (same software as fellow Universal-BMG owned FirstCom’s “MusicQuick”) to search, audition and add to projects.

APM Music - Almost 200,000 titles available, although not all music is available on their online system. Music is searchable through only one criteria at a time, not allowing for combinations of criteria to focus in on a particular sound, such as combining “Blues music” with “saxophone”, or “medium-fast tempo” and “Jazz”. Search is taxing and fatiguing for the user with this limitation. A joint venture of EMI Music & BMG represents sixteen production music libraries.

The following diagram shows the Company and its subsidiaries, the laws under which they were incorporated and the dates on which they came into existence:

The Company has its executive office at Suite 102, 31 Bastion Square, Victoria, BC V8W 1J1, that consists of 1,800 square feet. The Company has entered into a lease arrangement that expires on August 31, 2009 at a cost of approximately $1,507 per month, with a renewal option.

This discussion should be read in conjunction with the audited financial statements of the Company and related notes included therein.

Fiscal year ended December 31, 2007 compared to the fiscal year ended December 31, 2006

The Company incurred an overall loss of $391,485 for the year ended December 31, 2007as compared to a loss of $485,406 for the year ended December 31, 2006 (a decreased loss of $93,921 or 19%). Revenues for Fiscal 2007 increased to $106,817 from $96,974 during Fiscal 2006 but also generated $12,350 in deferred revenue from annual subscription agreements entered into in 2007. Advertising expense decreased to $3,751 for Fiscal 2007 from $16,489 for Fiscal 2006 as a result of budget limitations. Website design expenses increased to $36,291 in Fiscal 2007 from 17,861 in Fiscal 2006. This increase of $18,430 or 103% reflects enhancements to the design and implementation of content to the Company’s website. License fees in Fiscal 2007 decreased to $66,286 from $70,137 in Fiscal 2006. These license fees represent the Company’s partner’s share of revenue generated.

Consulting fees decreased in Fiscal 2007 to $1,665 from $33,117 during Fiscal 2006. This decrease is a result of budget limitations. Stock based compensation during Fiscal 2007 was $15,337 as compared to $Nil for Fiscal 2006, as stock options were granted to management in 2005 were extended during the year. Wages and benefits for Fiscal 2007 increased to $193,314 from $182,547 for Fiscal 2006.

Accounting and legal fees decreased to $35,553 in Fiscal 2007 from $94,862 in Fiscal 2006. This decrease of $59,309 was primarily due to the fact that the Company’s initial obligations relating to being a public company were realized in 2006.

Comparison of Canadian GAAP and United States GAAP as applicable to the Company’s operations

See note 16 to the audited financial statements for the year ended December 31, 2007 for a description of Canadian and United States GAAP differences as applicable to the Company’s operations.

See “Financial Information” on page 3 for differences between Canadian GAAP and United States GAAP for this period.

Fiscal year ended December 31, 2006 compared to the fiscal year ended December 31, 2005

The Company incurred an overall loss of $485,406 for the year ended December 31, 2006 as compared to a loss of $826,675 for the year ended December 31, 2005 (a decreased loss of $341,269 or 41%). Revenues for Fiscal 2006 increased to $96,974 from $93,169 during Fiscal but also generated $22,500 in deferred revenue from annual subscription agreements entered into in 2006. Advertising expense decreased to $16,489 for Fiscal 2006 from $27,868 for Fiscal 2005 as a result of budget limitations. Website design expenses decreased to $17,861 in Fiscal 2006 from 26,854 in Fiscal 2005. This decrease of $8,993 or 33% reflects the completed the major design and implementation of the Company’s website. License fees in Fiscal 2006 increased to $70,137 from $69,811 in Fiscal 2005. These license fees represent the Company’s partner’s share of revenue generated. As the Company’s revenue increases, license fees will rise accordingly.

Consulting fees increased in Fiscal 2006 to $33,117 from $23,364 during Fiscal 2005. This increase represents fees paid to improve products and services offered. Stock based compensation during Fiscal 2006 was $Nil as compared to $189,500 for Fiscal 2005, as no stock options were granted to management during the year. Wages and benefits for Fiscal 2006 decreased to $182,547 from $359,812 for Fiscal 2005. This decrease of $177,265 is a reflection of shares issued in 2005 in lieu of salary to retain certain members of management.

Accounting and legal fees increased to $94,862 in Fiscal 2006 from $75,926 in Fiscal 2005. This increase of $18,936 was primarily due to the fact that the Company has obligations relating to being a public company.

Fiscal year ended December 31, 2007 compared to the fiscal year ended December 31, 2006

Since inception, the Company has financed operations primarily through the sale of our securities, and, to a lesser extent, issuance of debt and a small amount of sales revenue. As of December 31, 2007, the Company had current assets of $187,553 as compared to $98,544 for the year ended December 31, 2006. The represents an increase of $89,009, but operationally is insignificant.

The Company had a capital deficit of $1,283,197 at December 31, 2007 compared to $1,316,522 at December 31, 2006, representing a decreased deficit of $33,325. This substantial deficit reflects the early stage of development of the Company at this point in time, with substantial capital costs and modest revenues.

Fiscal year ended December 31, 2006 compared to the fiscal year ended December 31, 2005

Since inception, the Company has financed operations primarily through the sale of our securities, and, to a lesser extent, issuance of debt and a small amount of sales revenue. As of December 31, 2006, the Company had liquid assets of $98,544 as compared to $183,835 for the year ended December 31, 2005. The represents a decrease of $85,291, but operationally is insignificant.

The Company had a capital deficit of $1,316,522 at December 31, 2006 compared to $1,290,659 at December 31, 2005, representing an increased deficit of $25,863. This substantial deficit reflects the early stage of development of the Company at this point in time, with substantial capital costs and modest revenues.

The Company's greatest cash requirements during the next 12 months will be for funding its business operations. Cash on hand and expected cash from operations is insufficient to fund the next 12 months’ business operations. As an immediate strategy, the Company intends to raise US$2 million through private placements of stock to maintain and expand its business operations. The intended use of these proceeds will be used as follows:

While the Company’s initial focus is on non-exclusive production music catalogues, the Company intends to expand its publishing interests through the acquisition of publishing rights and advances for exclusive territory representation of select artists, libraries and labels. The Company is also pursuing additional opportunities in third-party audio/video distribution applications for broadcast airing and workgroup evaluation, royalty-related market data, watermarking and wireless technologies.

However, there is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.

As at December 31, 2007, the Company is indebted by way of loans made to the Company by unrelated parties ($118,715). Of these loans $63,729 bears interest at the rate of 20%. The loans are non-interest bearing and have no specific terms of repayment. The Company also has a judgment against it in the amount of $428,285 plus costs as a result of its inability to make monthly lease payments pertaining to obligations under capital leases for computer equipment, software and related warranties and support services acquired in fiscal 2001. In fiscal 2002 the equipment was repossessed by the lessor and the warranties and support services were terminated. The amount of the judgment has been accrued by the Company and is included in accounts payable.

At this time the Company has been unable to obtain bank financing. Accordingly, the Company intends to raise the capital it requires by way of private placements.

As at December 31, 2007 the Company has a lease commitment for its premises which requires minimum payments of $1,507 per month over a five year period, expiring on August 31, 2009.

In the future, the Company will need to raise additional funds in order to maintain and expand its operations, and its ability to maintain and expand operations will therefore depend upon its ability to raise these additional funds through bank borrowings, equity or debt financing. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

Failure to obtain such additional funding could result in delay or indefinite postponement of some or all of the Company's products and/or services to the market place or the ability to supply sufficient product and/or services to the market place on a continual and profitable basis. Any funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.

There is no assurance that the Company will earn revenue, operate profitably or provide a return on investment to its security holders.

As of December 31, 2007, the Company had 25,033,365 issued and outstanding common shares, 735,389 outstanding share purchase warrants, and 1,895,000 stock options outstanding.

The Company does not have a set research and development (“R&D”) policy, and its R&D expenditures in the past three years have not been significant (2007 – $8,980; 2006 - $7,500, 2005 - $11,645). Minimal R&D was carried out between October 2001 and October 2002 and none was done from November 2002 to December 2003 due to lack of funding. From January 2004 to the present time, R&D has included development of the dBc website and audio content, and research on web search strategy and content creation, potential partners and competitors, tools and technology and marketing.

Mike Knutsen is the Company’s Vice-President of Product Management, which encompasses R&D.

The Company currently has just over 22,100 tracks on-line and an additional 41,000 tracks available. This is an increase of approximately 8% in production during 2007. We anticipate an increase of approx 10% for 2008.

In 2007 1,000 MP3 DVD catalogs representing Volume 1-3 and Hi-Fi Series were created and distributed as follows: 405 to Australia, 100 each to France and South Africa, 10 to Japan, 150 to North American clients). Also, 38 CD sets (each set consisting of 47 CD’s) were created with 30 sets going to Japan and 2 to France. One hundred demo CD’s promoting dBc content went to Japan. We anticipate an additional 100 demo CD’s, 10 CD sets and 50 DVD wav master sets (7 DVD’s/set) to fulfill foreign distributors requests of existing content. We also expect Volume 4 to be completed by the end of 2008 which is an additional 12 CD’s of music.

The Company’s Dittybase client application came online in late 2004 and, combined with marketing efforts, the Company has seen a significant and continuing increase in leads which has resulted in a steady increase in sales per quarter.

In the year ended December 31, 2007 the Company’s sales of $119,167 ($12,350 deferred revenue) equalled the Company’s annual 2006 sales ($119,379). The Company anticipates a 100% increase in sales for the next 12 months, based on a calculation of recent sales numbers and revenue generated from our foreign distributors.

Currently Dittybase has over 22,100 titles on-line and an additional 41,000 titles available for on-line promotion. The Company anticipates to promote up to 3,000 new track titles to get its on-line inventory to 25,000 titles by the end of 2008.

As of June 30, 2008 there are 100 MP3 DVD catalogs and 12 CD sets (each set is 47 CD’s) in inventory that represent Volumes 1-3 and the Hi-Fi series. The Company anticipates Volume 4 (12 CD’s) to be completed by the fall of 2008 and available for distribution shortly thereafter.

The Company’s average margin is 30% and average cost of goods sold is 70%. The Company does not anticipate any significant change.

Over the last year there has not been any significant change in the Company’s selling price, nor does the Company anticipate any significant change.

There is an uncertainty with the Canadian Copyright Board on Tariff 22. The government of Canada may supersede contracts with online aggregators and their publishers to pay out up to 10%+ of gross sales on-line transactions/public performance of copyrighted music to SOCAN. Dittybase has taken precautions by holding 10% of all gross sales transactions in Canada. The Company is not sure of when or how much this tariff could be on its gross revenues.

On-line transactions to obtain a music license are more readily accepted now than they were in 2001 when the Company first introduced its on-line solution. This is due to the production music marketplace actively seeking solutions to the high costs associated with the use and administration of music.

The Company anticipates growth in the traditional media industry for synchronization and publishing revenue to remain consistent with previous years.

It is the belief of management that there has been a substantial increase in the use of digitized media and the costs associated with managing the affiliated rights within the media, and the Company anticipates an increase in revenues from its digital asset management application, dittyNET. Provided the Company can raise adequate financing it expects to release a version of dittyNET by the end of 2009.

The Company failed to make any of the required monthly lease payments pertaining to obligations under capital leases for computer equipment, software and related warranties and support services acquired in the year ended December 31, 2001. In April 2002, the lessor filed a claim against the Company in the amount of $839,321 for rental arrears and future rent. In June 2002 the computer equipment and software under the capital leases were repossessed by the lessor and the warranties and support services were terminated. The lessor obtained a judgment against the Company in the amount of $428,285 plus costs for the balance of the rental arrears and future rent. The amount of the judgment has been accrued by the Company, and is included in accounts payable.

The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years.

Mr. Daniels (47) has been a Director and President of the Company since July 1999. Prior thereto, he was the President of T.D. Daniels and Associates Ltd., a private consulting firm specializing in the financing, investor relations and corporate development of both private and public companies. Mr. Daniels has served as a board member for several Canadian publicly traded companies. Mr. Daniels graduated with a Bachelor of Commerce (major in Finance and Economics) degree from the University of Saskatchewan, College of Commerce in Saskatoon, Saskatchewan.

Mr. Urquhart (72) has been a Director of the Company since March 2000. Prior thereto he was the owner of Intellicard Systems Ltd. Mr. Urquhart was born and educated in Scotland, and holds a Bachelor of Science degree from Aberdeen University.

Mr Landiak (38) has been a Director and Vice-President of Business Development of the Company since July 1999. Prior thereto, he was the manager of business development of Airworks Media Inc. from 1994 to 1998.

Mr. Fallis (48) has been the Vice-President of Corporate Development of the Company since July 1999. Prior thereto, he was the manager of investor relations of Erin Ventures Inc. from 1998 to 2004; Vice-President, Corporate Development of Airworks Media Inc. from 1997 to 1998; and a stock broker with Moss Lawson Co. Ltd. from 1990 to 1995. Mr Fallis attended Southern Alberta Institute of Technology from 1981 to 1983 and obtained a POFC degree in Petroleum Engineering, Plant Operation, and Process Engineering. Mr. Fallis also attended Business Administration, Sheridan College in Oakville, Ontario.

Mr. Knutsen (39) is Vice-President of Product Management of the Company. Prior thereto he had been the Vice-President of Research and Development of the Company since July 1999. This designation is now included in his duties as Vice-President of Product Management. Prior to 1999, he was the owner/producer of Heads Up Music Productions from 1997 to 1998 and music editor/production coordinator of Airworks Media Inc. from 1994 to 1998. Mr. Knutsen graduated with a music degree from Grant MacEwan College in September 1994.

Mr. Miller (48) has been the Vice-President of Operations of the Company since July 2002, and is the de facto Chief Financial Officer. Prior thereto, he was the senior project manager for Dittybase Technologies from August 1999 to July 2002; Senior Application Consultant for Auto-trol Technology from 1996 to 1999; and an Application Engineer with Auto-trol Technology from 1986 to 1996. He attended Southern Alberta Institute of Technology from 1978 to 1980 where he studied Aviation Electronics.

None of the current Directors or Officers of the Company are, or have in the past been, directors or officers of any other reporting issuer in the United States except for Tim Daniels who has been the president and a director of Erin Ventures Inc (Symbol ERVFF) since July 2001.

Neither the Company nor any of its officers, directors or controlling shareholders has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory authority that would likely be considered important to a reasonable investor making an investment decision.

There are presently five Executive Officers of the Company namely, Tim Daniels (President), Lance Landiak (Vice-President of Business Development), Mike Knutsen (Vice-President of Research and Development), Duane Miller (Vice-President of Operations) and Blake Fallis, Vice-President of Corporate Development). “Executive Officer” means the president, any vice-president in charge of a principal business unit such as sales, finance or production, any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the chairman and any vice-chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.

Set out below is a summary of compensation paid during the Company’s three most recently completed financial years to the Company’s Executive Officers:

See “Share Ownership” below for details regarding the ownership of shares of the Company by the Company’s directors and officers.

There were no Executive Officers, or directors or other officers of the Company, who served during the financial years noted in the above table, whose salaries exceeded US$100,000 per year.

The Company has granted a total of 1,600,000 stock options to its directors and officers outstanding at December 31, 2007 and August 12, 2008, all exercisable at $0.25 per share until November 1, 2009, as follows:

The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.

None of the Company’s directors have received any manner of compensation for services provided in their capacity as directors during the Company’s most recently completed financial year.

The Company does not have LTIP awards pursuant to which cash or non-cash compensation is intended to serve as an incentive for performance whereby performance is measured by reference to financial performance or the price of the Company’s securities, was paid or distributed.

The Company has no defined benefit or actuarial plans. However, the Company’s Articles authorize the Directors, on behalf of the Company, to pay a gratuity or pension or allowance on retirement to any Director of the Company who has held any salaried office or place of profit with the Company or to his spouses or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. No monies have been set aside by the Company for this purpose.

The board of Directors of the Company is currently comprised of Tim Daniels, Bruce Urquhart and Lance Landiak. Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders unless that person ceases to be a Director before that date. The board of Directors currently has one committee; the Audit Committee. The Audit Committee is comprised of Messrs. Daniels, Urquhart and Landiak. The Audit Committee is responsible for reviewing the Company’s financial reporting procedures, internal controls and the performance of the Company’s external auditors. The Audit Committee is also responsible for reviewing quarterly financial statements and the annual financial statements.

As of December 31, 2007 the Company has 6 full-time employees including one in sales and marketing, one in research and development, one in financing and corporate affairs, one in operations, one in management and an administrative assistant.

The following table lists as of December 31, 2007, the share ownership of all of the Company’s Directors and members of its administrative, supervisory and management bodies. The Company has only one class of shares issued and outstanding being, common shares, with no par value, and all of the common shares have the same voting rights. None of the persons named in the following table hold any warrants to purchase shares of the Company. See “Executive Compensation” above for details of stock options held by the Company’s Directors and members of its administrative, supervisory and management bodies.

(1) The percentage ownership is based on 27,070,865 shares outstanding as of August 12, 2008.

(4) 100,000 of these shares were acquired at $0.0001 per share and 76,188 were acquired at $0.25 per share.

(5) 1,462,000 of these shares are held in the name of Hopedale Management Inc., a private Bahamian company owned by Mr. Fallis.

These shares are held in the name of Sausalito Enterprises Ltd., a private company registered in Turks and Caicos, BWI, owned by Mr. Daniels (as to 500,000 shares) and his wife (as to 490,000 shares).

290,000 of these shares were acquired at $0.10 per share and are held in the name of Blake Fallis.

The Company is a privately owned Canadian company, the shares of which are owned by Canadian residents, US residents and residents of other countries. As of August 12, 2008, the following parties have ownership of 5% or greater of the Company’s common shares, all of which have the same voting rights attached thereto as all other common shares of the Company:

1,462,000 of these shares are held by Hopedale Management Inc., a private Bahamian company owned by Blake Fallis, Vice-President of Corporate Development of the Company.

As of December 31, 2007 the Company had 174 shareholders of record of which 5,013,319 shares were held by non residents of Canada. A total of 4,323,319 shares of the Company are held by 17 U.S. residents.

Other than as disclosed above the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements the operation of which may at a future date result in a change in control of the Company.

The Company has accounts payable to certain of its current and former officers for unpaid salaries/management fees, as follows:

See Item 17 for Audited Consolidated Financial Statements of the Company for the years ended December 31, 2007, 2006 and 2005.

In 2002 the Company failed to make the required monthly lease payments pertaining to obligations under capital leases for computer equipment totalling $621,548, software and related warranties and support services. In April 2002, the lessor of the equipment filed a claim against the Company in the amount of $839,321 for rental arrears and future rent. In June 2002, the computer equipment and software under the capital leases were repossessed by the lessor and support services were terminated.

Other than the above the Company knows of no pending legal or arbitration proceedings including those relating to bankruptcy, governmental receivership or similar proceeding and those involving any third party against it, nor is the Company involved as a plaintiff in any material pending litigation.

The Company knows of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

To the best of the Management’s knowledge, the Company has not since the date of its incorporation, declared or paid any dividends, nor does it intend to declare any dividend for the foreseeable future.

Since the date of the audited financial statements for the period ending December 31, 2007 there have been no significant changes except for the following:

The Company issued 2,037,500 units at $0.15 per unit pursuant to a private placement. Cash proceeds of $290,625 less issue costs of $26,279 were received and recorded as share subscriptions at December 31, 2007. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one share at $0.25 per until March 19, 2009 and at $0.40 until March 19, 2010.

The Company received $44,825 in respect to 298,833 units at $0.15 per unit less issue costs of $3,138. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable into one common share of the Issuer for a period of 24 months from the Closing Date at an exercise price of $0.25 per share in the first year and $0.40 in the second year.

The common shares of the Company commenced trading on the NASD’s Over the Counter Bulletin Board at the end of October 2007 under the trading symbol DTTY.

The Company's common stock is subject to the regulations on penny stocks; consequently, the market liquidity for the common stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company's common stock and the ability of shareholders to sell their securities in the secondary market in the United States.

Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the United States in which an exemption for such “secondary trading” exists or in which the shares may have been registered.

Pacific Corporate Trust Company, located in Vancouver, BC, Canada, is the registrar and transfer agent for the Company’s common shares.

This information has been reported previously in a registration statement on Form 20F filed on EDGAR on September 19, 2005.

The Company has not entered into any contracts within the past two years which would not be considered normal course of business.

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. See “Taxation” below.

There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada).

The following discussion summarizes the material features of the Investment Act, in its present form, for a non-resident of Canada who proposes to acquire Common Shares of the Company.

The Investment Act regulates the acquisition of control of a Canadian business by a “non-Canadian” as defined under the Investment Act. With respect to the Company, an acquisition of control is considered to be the acquisition of the majority of its Common Shares. However, if a non-Canadian acquires more than one-third of the voting shares of the Company, but less than a majority, there is a presumed acquisition of control unless it can be established that the Company is not controlled in fact by the acquirer. All acquisitions of control of a Canadian business are notifiable (which requires that a notification form be submitted to Investment Canada within thirty days after the implementation of the investment) unless the investment is reviewable. If the investment is reviewable, the investment may not be implemented until the Minister responsible for the Investment Act is, or has been deemed to be, satisfied that the investment is likely to be of net benefit to Canada.

Where either the acquirer is, or the Company is presently controlled by, a WTO investor (as that term is defined in the Investment Act), a direct acquisition of control of the Company will only be reviewable if the value of the Company’s assets, as shown on its audited financial statements for the most recently completed fiscal year, is equal to or greater than Cdn$223 million. This amount varies each year based on the rate of growth in Canadian gross domestic product. Other direct acquisitions of control are reviewable if the value of the assets of the Company, as calculated above, is equal to or greater than Cdn$5 million. The Cdn$5 million threshold for review also applies with respect to the acquisition of control of any Canadian business that provides any financial services or transportation services, is a cultural business, or is engaged in the production of uranium and owns an interest in or producing uranium property in Canada.

Indirect acquisitions of control (acquisitions of control of an entity which in turn controls the Company) are not reviewable under the Investment Act if the acquirer is a WTO investor or if the Company is controlled by a WTO investor. Otherwise, an indirect acquisition will be reviewable if the value of the Company’s assets is $50 million or more, or if the value of the Company’s assets acquired in the total transaction is in Canada or the acquisition is not effected through the acquisition of control of a foreign corporation.

Certain types of transactions are exempt from application of the Investment Act including acquisitions of control of the Company:

There are currently no limitations on the right of foreign or non-resident owners of Common Shares to hold or vote such securities imposed by Canadian law or the Company’s charter or other constituent documents.

Management of the Company considers that the following discussion describes the material Canadian federal income tax consequences applicable to a holder of Common Stock of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his shares of Common Stock of the Company in connection with carrying on a business in Canada (a "non-resident shareholder").

This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.

Dividends paid on the common stock of the Company to a non-resident will be subject to withholding tax. The Canada-US Income Tax Convention (1980) provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.

In general, a non-resident of Canada is not subject to tax under the ITA with respect to a capital gain realized upon the disposition of a share of a corporation resident in Canada that is listed on a prescribed stock exchange. For purposes of the ITA, the Company is listed on a prescribed stock exchange. Non-residents of Canada who dispose of shares of the Company will be subject to income tax in Canada with respect to capital gains if:

the non-resident holder and persons with whom the non-resident holder did not deal with at arms length,

owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition. In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Canada-US Income Tax Convention (1980) (the "Treaty") unless the value of such shares is derived principally from real property situated in Canada. However, in such a case, certain transitional relief under the Treaty may be available.

The following discussion summarizes the material United States federal income tax consequences, under current law, applicable to a US Holder (as defined below) of the Company's common stock. This discussion does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non resident alien individuals or foreign corporations, or shareholders owning common stock representing 10% of the vote and value of the Company. In addition, this discussion does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. Holders and prospective holders of the Company's Common Stock are advised to consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares of Common Stock of the Company.

As used herein, a “US Holder” is defined as (i) citizens or residents of the US, or any state thereof, (ii) a corporation

or other entity created or organized under the laws of the US, or any political subdivision thereof, (iii) an estate the income of which is subject to US federal income tax regardless of source or that is otherwise subject to US federal income tax on a net income basis in respect of the common stock, or (iv) a trust whose administration is subject to the primary supervision of a US court and which has one or more US fiduciaries who have the authority to control all substantial decisions of the trust, whose ownership of common stock is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

Subject to the passive foreign investment company rules discussed below, for cash dividends, the gross amount of any such distribution (other than in liquidation) that you receive with respect to our common shares generally will be taxed to you as dividend income to the extent such distribution does not exceed our current or accumulated earnings and profits (“E&P”), as calculated for US federal income tax purposes. Such income will be includable in your gross income as ordinary income on the date of receipt, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the US Holder's United States federal income tax liability or, alternatively, may be deducted in computing the US Holder's United States federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below.)

Under the tax law recently enacted in the United States, dividends received by individuals in their tax years beginning on January 1, 2003 from “qualified foreign corporations” are taxed at the rate of 5% (zero, in 2008) or 15%, depending upon the particular taxpayer’s US federal income tax bracket. This law sunsets after December 31, 2008, at which time dividends will be taxed at the ordinary income tax rates of up to 35%. A foreign corporation is a “qualified foreign corporation” with respect to its stock that is traded on an established securities market in the United States, provided that the foreign corporation is not a “foreign personal holding company,” a “foreign investment company” or a “passive foreign investment company,” as defined under the U.S federal income tax law.

To the extent any distribution exceeds our E&P, the distribution will first be treated as a tax-free return of capital to the extent of your adjusted tax basis in our common shares and will be applied against and reduce such basis on a dollar-for-dollar basis (thereby increasing the amount of gain and decreasing the amount of loss recognized on a subsequent disposition of such shares). To the extent that such distribution exceeds your adjusted tax basis, the distribution will be taxed as gain recognized on a sale or exchange of our common shares. Preferential tax rates for long-term capital gains are applicable to a US Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains or a US Holder which is a corporation.

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of the Company's common stock may be entitled, at the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year.

Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the US Holder's United States federal income taxes. Under the Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends paid by the Company generally will be either "passive" income or "financial services" income, depending on the particular US Holder's circumstances. Foreign tax credits allowable with respect to each class of income cannot exceed the US federal income tax otherwise payable with respect to such class of income. The consequences of the separate limitations will depend on the nature and sources of each US Holder's income and the deductions appropriately allocated or apportioned thereto. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common stock are advised to consult their own tax advisors regarding their individual circumstances.

A US Holder will recognize gain or loss upon the sale of shares of common stock equal to the difference, if any, between :

This gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the US Holder, and such gain or loss will be long-term capital gain or loss if the US Holder has held the common stock for more than one year. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For US Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For US Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

The Company has not determined whether it meets the definition of a "passive foreign investment company" (a “PFIC”). It is unlikely that the Company meets the definition of a "foreign personal holding company" (a “FPHC”) or a "controlled foreign corporation" (a "CFC") under current US law.

If more than 50% of the voting power or value of the Company were owned (actually or constructively) by US Holders who each owned (actually or constructively) 10% or more of the voting power of the Company's common shares ("10% Shareholders"), then the Company would become a CFC and each 10% Shareholder would be required to include in its taxable income as a constructive dividend an amount equal to its share of certain undistributed income of the Company. If (1) more than 50% of the voting power or value of the Company's common shares were owned (actually or constructively) by five or fewer individuals who are citizens or residents of the United States and (2) 60% or more of the Company's income consisted of certain interest, dividend or other enumerated types of income, then the Company would be a FPHC. If the Company were a FPHC, then each US Holder (regardless of the amount of the Company's Common Shares owned by such US Holder) would be required to include in its taxable income as a constructive dividend its share of the Company's undistributed income of specific types.

If 75% or more of the Company's annual gross income has ever consisted of, or ever consists of, "passive" income or if 50% or more of the average value of the Company's assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such "passive" income, then the Company would be or would become a PFIC. The Company has not provided assurances that it has not been and does not expect to become a PFIC.

If the Company were to be a PFIC, then a US Holder would be required to pay an interest charge together with tax calculated at maximum tax rates on certain "excess distributions" (defined to include gain on the sale of stock) unless such US Holder made an election either to (1) include in his or her taxable income certain undistributed amounts of the Company's income or (2) mark to market his or her Company common shares at the end of each taxable year as set forth in Section 1296 of the Code.

US information reporting requirements may apply with respect to the payment of dividends to US Holders of the Company's shares. Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. The Company does not assume responsibility for the withholding of taxes on the shareholder level.

The Company is a reporting company under the Act and is a “foreign private issuer” as defined in the Exchange Act. A foreign private issuer is exempt from the provisions of the Act which prescribe the furnishing and content of proxy statements to shareholders and relating to short swing profits reporting and liability. Readers may review a copy of the Company’s filings with the SEC, including exhibits and schedules filed with it, at the SEC’s public reference facilities in Room 1024, Judiciary Plaza, 4;50 Fifth Street, N.W., Washington D.C. 20549. Readers may also obtain copies of such materials from the Public Reference Section of the SEC at prescribed rates at the address set out above. Readers may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a web site (http://www.sesc.gov) that contains reports, submissions and other information regarding registrants that file electronically with the SEC. The Company has only recently become subject to the requirement to file electronically through the EDGAR system most of its securities documents, including registration statements under the Act, as amended, and registration statements, reports and other documents under the Act, as amended.

The documents concerning the Company which are referred to in this Annual Report are either annexed hereto as exhibits (See Item 19) or may be inspected at the principal offices of the Company.

The results of the Company’s operations are subject to currency transnational risk and currency transaction risk. Regarding currency transnational risk, the operating results and financial position of the Company and Company’s subsidiaries are reported in Canadian dollars in the Company’s consolidated financial statements. The fluctuation of the US dollar in relation to the Canadian dollar will therefore have an impact upon the profitability of the Company and may also affect the value of the Company’s assets and the amount of shareholders’ equity.

In regards to transaction risk, the Company’s functional currency is the Canadian dollar and its activities are predominantly executed using the Canadian dollar. The Company incurs a relatively small portion of its expenses in US dollars. The Company has not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time.

The Company has a loan which bears interest at 20% per annum, with no specific terms for repayment. This loan is included in the Company’s accounts payable. The Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our president, secretary and vice-president of operations (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation, our Chief Executive Officer after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, at the reasonable assurance level, as of December 31, 2007 our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s framework for evaluating the effectiveness of its internal controls is based upon the criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As at December 31, 2007, management assessed the effectiveness of our internal controls over financial reporting and concluded that such internal controls over financial reporting were not effective and that there were several material weaknesses in our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Form 20-F annual report.

Our Chief Executive Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In connection with the preparation of our financial statements for the year ended December 31, 2007, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including:

(i) Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended December 31, 2007, we had limited staff that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected;

(ii) There is a lack of sufficient supervision and review by our corporate management;

(iii) Insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management; and

(iv) Our company's accounting personnel does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of our company's December 31, 2007 financial statements.

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2008 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses described in this annual report. Such remediation activities include the following:

(2) We will revise processes to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues.

(3) We will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

(4) We will seek to establish a relationship with a firm of certified public accountants to assist in the preparation of financial statements and with whom to consult on complex US GAAP matters.

There were no changes in our internal control over financial reporting during the year ended December 31, 2007 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, other than the code of ethics adopted as outlined below.

The Company has one member on its Audit Committee who is financially literate, and the Board has determined that Tim Daniels of the Audit Committee meets the requirements of an “audit committee financial expert” as defined in Item 16A of the Form 20F.

The Company adopted a Code of Business Conduct and Ethics in November 2007 upon acceptance of its application to list its common shares on the OTCBB. See Exhibit 15.7 to this Form 20F.

Amisano Hanson, Chartered Accountants, has served as the Company’s principal accountant since March 6, 2001. In early 2008, Amisano Hanson was acquired by BDO Dunwoody LLP, Chartered Accountants, which continue as the Company’s auditors. The chart below sets forth the total amount billed the Company by Amisano Hanson (now BDO Dunwoody LLP) for services performed in the years 2007 and 2006 and breaks down these amounts by category of service in Canadian Dollars:

“Audit Fees” are the aggregate fees billed by BDO Dunwoody LLP (Formerly Amisano Hanson) for the audit of the Company’s consolidated annual financial statements, reviews of interim financial statements, attestation services that are provided in connection with statutory and regulatory filings or engagements and assistance in responding to comment letters from securities regulatory bodies and consultations with the Company’s management as to accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretation by the securities regulatory authorities, accounting standard vetting bodies or other regulatory or standard setting bodies.

“Audit-Related Fees” are fees charged by BDO Dunwoody LLP (Formerly Amisano Hanson) for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” This category comprises fees billed for independent accountant

review of the interim financial statements and Management Discussion and Analysis, as well as advisory services associated with the Company’s financial reporting.

“Tax Fees” are fees for professional services rendered by BDO Dunwoody LLP (Formerly Amisano Hanson) for tax compliance and tax advice on actual or contemplated transactions.

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by BDO Dunwoody LLP. Any services provided by BDO Dunwoody LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement. The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion.

The financial statements of the Company have been prepared on the basis of Canadian GAAP. A reconciliation to US GAAP is included therein.

Copies of the financial statements specified in Regulation 228.310 (Item 310) are filed with this Form 20-F.

All other financial statement schedules are omitted because the information is not required, is not material or is otherwise included in the financial statements or related notes thereto.

We have audited the consolidated balance sheets of Dittybase Technologies Inc. as at December 31, 2007 and 2006 and the consolidated statements of operations, cash flows and shareholders’ deficiency for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and 2006 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007, in accordance with Canadian generally accepted accounting principles.

In the United States, reporting standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about a company’s ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company has a working capital deficiency, substantial losses from operations and is in the process of developing its website operations which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. PCAOB reporting standards also require the addition of an explanatory paragraph when changes in an accounting policy, such as those described in Note 3, have a material effect on the consolidated financial statements. Furthermore, the standards of PCAOB require the addition of an explanatory paragraph when financial statements are restated, such as those described in Note 16, which have a material effect on the financial statements.

Although we conducted our audit in accordance with both Canadian generally accepted auditing standards and the standards of the PCAOB, our report to the shareholders dated August 12, 2008 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such conditions, events and restatements in the auditors’ report when these are adequately disclosed in the financial statements.


	2007	2006	2005

Operating Activities
Net loss for the year	$ (391,485)	$ (485,406)	$ (826,675)
Adjustments to reconcile net loss used in operations:
Amortization – equipment	6,871	15,810	8,486
– website	36,291	17,861	26,854
Bad debts	5,895	-	1,024
Foreign exchange loss (gain)	2,357	1,933	-
Gain on settlement on accounts payable	-	(7,205)	-
Shares issued for salaries and management fees	-	-	220,000
Stock-based compensation	15,337	-	189,500
Changes in non-cash working capital balances related to operations:
Accounts receivable	4,492	75	(42,479)
GST receivable	(4,532)	(6,432)	18,396
Prepaid expenses and security deposit	3,561	25,000	(26,076)
Accounts payables and accrued liabilities	(12,320)	3,438	69,601
Deferred revenue	(10,055)	22,405	-
Increase in due to related parties	71,080	79,108	19,538

	(272,508)	(333,413)	(341,831)

Investing Activities
Acquisition of equipment	(7,895)	(336)	(17,953)
Increase in website costs	(29,100)	(32,624)	(24,737)

	(36,995)	(32,960)	(42,690)

Financing Activities
Increase in loans payable	10,622	6,851	876
Decrease in due to related parties	(6,000)	(6,000)	(1,016)
Proceeds from issuance of common shares	138,960	233,574	183,645
Increase in share subscriptions	264,346	65,300	138,277

	407,928	299,725	321,782

Increase (decrease) in cash during the period	98,425	(66,648)	(62,739)

Cash, beginning of the period	38,230	104,878	167,617

Cash, end of the period	$ 136,655	$ 38,230	$ 104,878

Supplementary disclosure of cash flow information:
Cash paid for:
Interest	$ -	$ -	$ -

Income taxes	$ -	$ -	$ -

Non-cash Transactions – Note 11


	Common Shares Issued		Share	Contributed
	Shares	Amount	Subscriptions	Surplus	Deficit	Total

Balance, December 31, 2005	20,455,582	3,338,939	138,277	189,500	(4,908,899)	(1,242,183)

Issue of shares for cash:
- pursuant to private placements - at $0.25	24,000	6,000	(6,000)	-	-	-
- at $0.25	595,058	148,765	(113,764)	-	-	35,001
- at $0.25	346,478	86,619	-	-	-	86,619
- at $0.25	491,787	122,947	-	-	-	122,947
Issue costs	-	(25,480)	10,987	-	-	(14,493)
-pursuant to exercise of warrants - at $0.20	165,000	33,000	(29,500)	-	-	3,500
Issue of shares for services rendered - at $0.35	19,071	6,676	-	-	-	6,676
Issue of shares for debt settlement - at $0.076	2,100,000	159,958	-	-	-	159,958
Issue costs – finders fee	-	(6,676)	-	-	-	(6,676)
Share subscriptions
- pursuant to private placement	-	-	35,000	-	-	35,000
- pursuant to exercise of share purchase warrants	-	-	32,750	-	-	32,750
- less: issue costs	-	-	(2,450)	-	-	(2,450)
Net loss for the year ended December 31, 2006	-	-	-	-	(485,406)	(485,406)

Balance December 31, 2006	24,196,976	3,870,748	65,300	189,500	(5,394,305)	(1,268,757)

The Company has developed an Internet website to license music online and multimedia management systems for multimedia and broadcast corporations.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $5,785,790 since its inception and has a working capital deficiency of $1,283,197 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate and maintain future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

The Company was incorporated under the laws of the Province of Alberta and was registered as an extra-provincial company under the laws of the Province of British Columbia.

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada and are stated in Canadian dollars. These financial statements conform in all material respects with GAAP in the United States of America except as disclosed in Note 16 to the financial statements. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement. Actual results may differ from these estimates.

The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

These consolidated financial statements include the accounts of Dittybase Technologies Inc. and its wholly owned subsidiaries Dittybase Inc. (“Dittybase”), and The Decibel Collective Inc., companies incorporated in the Province of Alberta; and Dittybase America Inc., a company incorporated in the State of Delaware. All significant inter-company transactions and balances have been eliminated.

Equipment is recorded at cost. The Company provides for amortization using the following methods at the following annual rates:

Included in website costs is the cost of internal-use software, including software used to develop and operate the Company’s website. The Company expenses all costs related to the development of internal-use software other than those incurred during the application development stage. Costs incurred during the application development stage are capitalized.

Website costs are amortized at an annual rate of 100% straight-line; additions during the year are amortized at one-half the annual rate.

Monetary assets and liabilities in foreign currencies are translated into Canadian dollars at year-end exchange rates. Non-monetary items are translated at historical exchange rates. Income and expense items are translated at the exchange rates in effect on the date of the transaction. Resulting exchange gains or losses are included in the statement of operations when incurred.

The Company follows the asset and liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Future income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes only if its more likely than not that they can be realized. Future income tax assets and liabilities are measured using tax rates and laws expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on future income tax assets and liabilities is recognized in operations in the year of the change.

Revenue from music licence sales to external customers is recognized upon transfer of title, which is completed when the customers download or receive digital copies of selected music tracks, and collectability is reasonably assured. Amounts billed for downloads not yet completed is recorded as deferred revenue and will be recognized as revenue in the year the download is complete.

Revenue from royalties with partners who provide the music libraries is recognized upon determination by an independent right reporting organization of royalties earned based on air time of licensed music, and collectability is reasonably assured. No revenue from royalties has been earned.

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. In a loss year, potentially dilutive common shares are excluded from the loss per share calculation as the effect would be anti-dilutive. Basic and diluted loss per share are the same for the years presented.

For the years ended December 31, 2007, 2006 and 2005, potentially dilutive common shares (relating to options and warrants outstanding at year-end) totalling 2,630,389 (2006 – 2,834,265; 2005 – 3,450,000) were not included in the computation of loss per share because their effect was anti-dilutive.

The fair value of all share purchase options granted is expensed over their vesting period with a corresponding increase to contributed surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.

The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate.

Long-lived assets and intangibles held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized based on the discounted value of future cash flows. Management believes there has been no impairment of the Company’s long-lived assets as at December 31, 2007.

Effective on January 1, 2007, the Company adopted CICA Handbook Sections 1530, “Comprehensive Income”, Section 3855, “Financial Instruments – Recognition and Measurement”, Section 3861, “Financial Instruments – Disclosure and Presentation” and Section 3865, “Hedges”. Section 1530 establishes standards for reporting and presenting comprehensive income, which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net income calculated in accordance with Canadian generally accepted accounting principles.

Section 3861 establishes standards for presentation of financial instruments and non-financial derivatives and identifies the information that should be disclosed about them. Section 3865 describes when and how hedge accounting can be applied as well as the disclosure requirements. Hedge accounting enables the recording of gains, losses, revenues and expenses from derivative financial instruments in the same period as for those related to the hedged item.

Section 3855 prescribes when a financial asset, financial liability or non-financial derivative is to be recognized on the balance sheet and at what amount, requiring fair value or cost-based measures under different circumstances. Under Section 3855, financial instruments must be classified into one of these five categories: held-for-trading, held-to-maturity, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments, including derivatives, are measured on each balance sheet date at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification, as follows: held-for-trading financial assets and financial liabilities are measured at fair value and changes in fair value are recognized in net earnings; available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the investment is derecognized or impaired at which time the amounts would be recorded in net earnings.

Under adoption of these new standards, the Company designated its financial instruments as follows:

accounts payable and accrued liabilities, due to related parties, loans payable and deferred revenue as other financial liabilities.

On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice for Transaction Costs (“EIC-166). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading. Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar. The Company has adopted EIC-166 effective December 31, 2007 and requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement. The Company has evaluated the impact of EIC-166 and determined that no adjustments are currently required.

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments – Disclosures, and Handbook Section 3863, Financial instruments – Presentation. These standards are effective for interim and annual financial statements for the Company’s reporting period beginning on January 1, 2008.

Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments – Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

The Company is currently assessing the impact of these new accounting standards on its financial statements.

In July 2006, the Accounting Standards Board (“AcSB”) issued a replacement of The Canadian Institute of Chartered Accountants’ Handbook (“CICA Handbook”) Section 1506, Accounting Changes. The new standard allows for voluntary changes in accounting policy only when they result in the financial statements providing reliable and more relevant information, requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and calls for enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements. The impact that the adoption of Section 1506 will have on the Company’s results of operations and financial condition will depend on the nature of future accounting changes.

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles (“GAAP”) and IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

The AcSB issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Company will adopt the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The Company is currently evaluating the impact of the adoption of this new Section on its financial statements.

GST receivable is made up of value-added tax amounts incurred on Canadian expenditures that are refundable from the Government of Canada.


	2007
		Accumulated
	Cost	Amortization	Net

Computer equipment	$ 78,001	$ 62,699	$ 15,302
Computer software	12,416	12,132	284
Furniture and equipment	18,339	15,201	3,138
Leasehold improvements	2,767	1,810	957

	$ 111,523	$ 91,842	$ 19,681


	2006
		Accumulated
	Cost	Amortization	Net

Computer equipment	$ 70,673	$ 57,698	$ 12,975
Computer software	11,848	11,782	66
Furniture and equipment	18,339	14,416	3,923
Leasehold improvements	2,768	1,075	1,693

	$ 103,628	$ 84,971	$ 18,657

The Company failed to make the required monthly lease payments pertaining to obligations under capital leases for computer equipment, software and related warranties and support services acquired in the year ended December 31, 2001. In April 2002, the lessor filed a claim against the Company in the amount of $839,321 for rental arrears and future rent. In June 2002, the computer equipment and software under the capital leases were repossessed by the lessor and the warranties and support services were terminated. The lessor obtained a judgement against the Company in the amount of $428,285 plus costs for the balance of the rental arrears and future rent. The amount of the judgement has been accrued by the Company, and is included in accounts payable.

A notice of collection totalling $99,999 has been submitted to the Company for rental of computer equipment. Management is of the opinion that the notice is overstated by $11,436 as the computer equipment was disposed of and applied against the liability. The amount of $88,563 has been accrued by the Company, and is included in accounts payable.

During the year ended December 31, 2007, the Company issued 735,389 units at $0.25 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holders thereof to purchase one common share of the Company at $0.35 until November 27, 2008.

During the year ended December 31, 2006, the Company issued 1,457,323 units at $0.25 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holders thereof to purchase one common share of the Company at $0.25 - $0.50 until May 1, 2007.

During the year ended December 31, 2005, the Company issued 562,000 units at $0.15 - $0.25 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holders thereof to purchase one common share of the Company at $0.20 - $0.30 until December 31, 2005.

the Company received $290,625 in respect to 1,937,500 units at $0.15 per unit and paid out $26,279 in issue costs. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holders thereof to purchase one common share of the Company at a price of $0.25 if exercised in the first year and $0.40 if exercised in the second year from the closing date. Share subscriptions include $7,500 received during the year ended December 31, 2006.

the Company received $35,000 in respect to 140,000 units at $0.25 per unit and paid out $2,450 in issue costs. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holders thereof the right to purchase one common share of the Company at a price of $0.35 until November 27, 2008.

the Company received $25,250 pursuant to 101,000 share purchase warrants exercisable at $0.25 per share, exercised during the year ended December 31, 2007.

the Company also received $7,500 pursuant to 30,000 share purchase warrants exercisable at $0.25 per share.

the Company received $6,000 in respect to 24,000 units at $0.25 per unit and paid out $420 in issue costs. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holders thereof the right to purchase one common share of the Company at a price of $0.35 until July 15, 2006.

the Company received $113,764 in respect to 455,058 units at $0.25 per unit and paid out $8,502 in issue costs. Each unit consists of one common share and one share purchase warrant. Each share purchase warrant entitles the holders thereof the right to purchase one common share of the Company at a price of $0.50 until October 3, 2006.

the Company received $29,500 pursuant to 147,500 warrants exercisable at $0.20 per warrant, exercised during the year ended December 31, 2006, and paid out $2,065 in issue costs.

At December 31, 2007, the Company had 735,389 share purchase warrants outstanding entitling the holders to purchase one common share for each warrant held for $0.35 per share until November 27, 2008.

The Company has granted directors and employees common share purchase options. These options are granted with an exercise price equal to the market price of the Company’s shares on the date of the grant. Under the stock option plan, options vest at the discretion of directors.

As at December 31, 2007, there are 1,895,000 director and employee share purchase options outstanding entitling the holders thereof to purchase one common share for each option held at $0.25 per share expiring November 1, 2009.

During the year ended December 31, 2007, stock-based compensation expense of $15,337 was recorded as a result of extending the term of stock options granted in 2005. Stock-based compensation expense of $Nil was recorded in 2006 and $189,500 was recorded in 2005. The weighted average fair value of share purchase options of $0.01 (2005: $0.10) per option has been determined using the Black-Scholes option valuation model with the following assumptions:

The Company incurred the following costs, expenses and expense recoveries with a Company with a common director and directors and officers of the Company:

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties and are on terms and conditions similar to non-related entities.

The amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment. These amounts consist of $81,583 (2006: $87,583) of loans and $143,260 (2006: $99,059) of unpaid management fees due to a director and a company with a common director, $10,579 (2006: $2,450) of unpaid share issue costs and $317,915 (2006: $299,165) of unpaid wages due to officers of the Company.

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statement. The following transactions have been excluded from the statements of cash flows:

issued 241,00 common shares at $0.25 per share pursuant to share subscriptions of $60,250 received during the year ended December 31, 2006, less issue costs of $2,450.

issued 2,100,000 common shares at $0.076 per share pursuant to a debt settlement agreement of $159,958

issued 19,071 common shares at $0.35 per share pursuant to services rendered of $6,676

issued 626,558 common shares at $0.20 - $0.25 pursuant to share subscriptions of $149,265 received during the year ended December 31, 2005, less issue costs of $10,988.

issued 2,200,000 common shares at $0.10 per share for payment of wages and management services.

issued 150,000 common shares at $0.10 per share pursuant to a debt settlement agreement of $15,000.

The reconciliation of income tax provision computed at statutory rates to the reported income tax provision is as follows:


	2007	2006	2005

Statutory tax rates	34.12%	34.12%	34.12%

Loss before income taxes	$ (391,485)	$ (485,406)	$ (826,675)

Expected income tax recovery	$ (133,000)	$ (166,000)	$ (281,000)
Decrease in income tax recovery resulting from:
Permanent differences	(4,000)	(4,000)	65,000
Effect of reduction in statutory rates	395,000	-	-
Change in valuation allowance for future Income tax assets	(258,000)	170,000	216,000

Income tax expense	$ -	$ -	$ -

Significant components of the Company’s future tax assets, after applying enacted corporate income tax rates, are as follows:

The Company has recorded a valuation allowance against its net future income tax asset based on the extent to which it is more-likely-than-not that sufficient taxable income will not be realized during the carry-forward period to utilize the net future tax asset.

At December 31, 2007, the Company has accumulated non-capital losses in Canada of approximately $2,794,000 and net operating losses in the US of approximately $238,000 that may be applied against future income for tax purposes. These losses expire as follows:


	Canada	USA	Total

2008	$ 420,000	$ -	$ 420,000
2009	543,000	-	543,000
2010	300,000	-	300,000
2014	249,000	-	249,000
2015	552,000	-	552,000
2021	-	40,000	40,000
2022	-	11,000	11,000
2023	-	4,000	4,000
2024	-	2,000	2,000
2025	-	62,000	62,000
2026	401,000	73,000	474,000
2027	329,000	46,000	375,000

	$ 2,794,000	$ 238,000	$ 3,032,000

The Company has lease commitments for its premises and office equipment, which require annual minimum payments totalling $30,137 payable as follows:

issued 2,037,500 units at $0.15 per unit pursuant to a private placement. Cash proceeds of $290,625 less issue costs of $26,279 were received and recorded as share subscriptions at December 31, 2007. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one share at $0.25 per share until March 19, 2009 and at $0.40 per share until March 19, 2010.

received $44,825 in respect to 298,833 units at $0.15 per unit less issue costs of $3,138. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable into one common share for a period of 24 months from the Closing Date at an exercise price of $0.25 per share in the first year and $0.40 in the second year.

Certain of the December 31, 2006 and 2005 comparative figures have been reclassified to conform with the current year’s presentation.

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America

The financial statements have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in the United States of America (“US GAAP”).

The Company’s accounting principals generally accepted in Canada differ from accounting principles generally accepted in the United States of America as follows:

US GAAP requires issuances of shares for debt to be valued based on the value of shares issued for cash to arms length parties when there is no market for the trading of shares. Under Canadian GAAP, issuances of shares for non-cash consideration are valued based on the consideration received, when that is more readily determinable. Under US GAAP, as a result of its re-measurement, the value of shares for debt to arms length parties of $Nil (2006: $365,400; 2005: $22,500) and the value of shares for services to non-arm’s-length parties of $Nil (2006: $Nil; 2005: $330,000) has been recorded as outlined below.

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

Under Canadian GAAP, future tax assets and liabilities may be recorded at substantively enacted tax rates. Under US GAAP, deferred tax assets and liabilities are recorded at enacted tax rates. There were no significant differences between enacted and substantively enacted tax rates.

Effective January 1, 2007, for US GAAP accounting purposes, the Company has adopted SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and No. 140” (“SFAS 155”). SFAS 155 allows any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” to be carried at fair value in its entirety, with changes in fair value recognized in earnings. In addition, SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or contain an embedded derivative. There is no impact on the Company’s December 31, 2007 consolidated financial statements resulting from the adoption of SFAS 155.

Effective January 1, 2007, for US GAAP accounting purposes, the Company has adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN 48 are to be applied to all tax positions upon initial adoption, with the cumulative effect adjustment reported as an adjustment to the opening balance of retained earnings. The Company did not have any unrecognized tax benefits at December 31, 2007. In addition, no adjustments were recognized for uncertain tax benefits during the year. Accordingly, there is no impact on the Company’s December 31, 2007 consolidated financial statements resulting from the adoption of FIN 48.

FIN 48 requires that interest expense and penalties related to unrecognized tax benefits be recognized in the statement of operations. FIN 48 allows recognized interest and penalties to be classified as either income tax expense or another appropriate expense classification. If the Company recognizes interest expense or penalties on future unrecognized tax benefits, they will be classified as income tax expense.

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

The Company files income tax returns in Canada and the United States. Years ranging from 2001 through 2007, as applicable, are subject to examination by the taxing authorities in the respective jurisdictions where returns are filed.

The FASB has issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under other accounting pronouncements that permit or require measurements, changes the methods used to measure fair value and expands disclosures about fair value measurements. In particular, disclosures are required to provide information on the extent to which fair value is used to measure assets and liabilities; the inputs used to develop measurements; and the effect of certain of the measurements on earnings (or changes in net assets). SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS 157 will have on its consolidated financial statements.

In March 2008, FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133. This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require comparative disclosures for earlier periods at initial adoption. The Company is assessing the impact of the new standard.

In December, 2007 FASB issued FASB Statement No. 141 (revised 2007), Business Combinations (“FASB 141R”). FASB 141R changes the accounting for the acquisition of a business in fiscal years beginning after December 15, 2008. When effective, FASB 141R will replace existing FASB 141 in its entirety. FASB 141R will apply to a broad range of transactions, provides for new measurement and recognition requirements and provides new disclosure requirements for certain elements of an acquisition. FASB 141R will apply prospectively to business combinations with an acquisition date on or after the first annual reporting period beginning after December 15, 2008. Both early adoption and retroactive application are prohibited. The Company is currently evaluating the impact of the provisions of FASB 141R.

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

In February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". FASB 159 is effective for fiscal years beginning after November 15, 2007. FASB 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FASB 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The Company is currently evaluating the impact of the provisions of FASB 159.

In December 2007, FASB issued FASB statement No. 160 “Non-controlling Interests in Consolidated Financial Statements – an amendment of ARB No.51”. This statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary. The guidance is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of the provisions of FASB 160.

During the year ended December 31, 2007, management of the Company determined that there is no cumulative translation adjustment under U.S. GAAP. Accordingly, the impact of the above on the financial statements for the years ended December 31 is as follows:


	2007	2006	2005
		(Restated)	(Restated)
Net loss for the year per Canadian GAAP	$ (391,485)	$ (485,406)	$ (826,675)
Loss on discount of shares for debt	-	(365,400)	(22,500)
Loss on discount of shares for services	-	-	(330,000)

Net loss for the year under US GAAP and comprehensive loss for the year per US GAAP	$ (391,485)	$ (850,806)	$ (1,179,175)

Basic income (loss) per share:
Canadian GAAP	$ (0.02)	$ (0.02)	$ (0.05)

US GAAP	$ (0.02)	$ (0.04)	$ (0.07)

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

Had the Company followed US GAAP, the consolidated statement of shareholder’s deficiency under US GAAP would have been reported as follows:


	2007	2006
		(Restated)
Share capital
Common shares	$ 4,785,408	$ 4,588,648
Share subscriptions	271,846	65,300
Contributed surplus	204,837	189,500

	5,262,091	4,843,448

Accumulated deficit
Balance, beginning of year	(6,112,205)	(5,261,399)
Net loss for the year	(391,485)	(850,806)

	(6,503,690)	(6,112,205)

Shareholders’ deficiency for US GAAP	$ (1,241,599)	$ (1,268,757)

The following represents the effect on the Company’s prior balance sheet after giving effect to the restatement adjustments discussed above:


		2006

Share capital
As previously reported		$ 4,125,548
Shares for debt to arms-length parties		387,900
Shares for services to non-arm’s-length parties		330,000

As restated		$ 4,843,448

Accumulated deficit
As previously reported		$ (5,400,801)
Shares for services to non-arm’s-length parties		(330,000)
Shares for debt to arm’s-length parties		(387,900)
Correction of accumulated other comprehensive income		6,496

As restated		$ (6,112,205)

Differences Between Generally Accepted Accounting Principles in Canada and the United States of America – (cont’d)

The opening accumulated deficit for the year ended December 31, 2006 of $4,917,328 was restated to $5,261,399 as a result of $22,500 of shares for debt, $330,000 of shares for services, less $8,429 correction of accumulated other comprehensive income.

The following represents the Company’s net loss as previously reported after giving effect to the restatement adjustments for the years ended December 31, 2006 and 2005.


	December 31,
	2006	2005

Net loss for the year
As previously reported	$ (483,473)	$ (828,729)
Correction of accumulated other comprehensive income	(1,933)	2,054
Shares for debt to arms-length parties	(365,400)	(22,500)
Shares for services to non-arm’s-length parties	-	(330,000)

As restated	$ (850,806)	$ (1,179,175)

Basic income (loss) per share
As previously reported	$ (0.02)	$ (0.05)
Effect of change in value of shares for debt to arm’s-length parties	(0.02)	(0.02)

As restated	$ (0.04)	$ (0.07)

Articles of Incorporation and Certificate of Change of Name (incorporated by reference¹)

Certification of President and CFO required by Rule 13a-14(a) or Rule 15d-14(a) (incorporated by reference²)

Certification of Vice-President of Operations, required by Rule 13a-14(a) or Rule 15d-14(a) (incorporated by reference²)

Certification of President and CFO required by Rule 13a-14(a) or Rule 15d-14(a)³

Certification of Vice-President of Operations, required by Rule 13a-14(a) or Rule 15d-14(a)³

Certification of Vice-President of Operations and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a)

Certification of President and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference²)

Certification of Vice-President of Operations pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference²)

Certification of President and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002³

Certification of Vice-President of Operations pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002³

Certification of President pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002

Certification of Vice-President of Operations and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002

Incorporated by reference to the Company’s registration statement on Form 20F filed on September 19, 2005

Incorporated by reference to the Company’s annual report on Form 20F filed on July 13, 2006.

Incorporated by reference to the Company’s annual report on Form 20F filed on July 16, 2007.

The registrant hereby certifies that it meets all of the requirements for filing an Annual Report and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

1. I have reviewed this Annual Report on Form 20-F of Dittybase Technologies Inc. (the "Registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

I, Duane Miller, Vice-President of Operations, acting as Chief Financial Officer, certify that:

1. I have reviewed this Annual Report on Form 20-F of Dittybase Technologies Inc. (the "Registrant");

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code) I, Tim Daniels, President of Dittybase Technologies Inc. (the "Company") hereby certify, to my knowledge, that:

The Company's Annual Report on Form 20-F for the year ended December 31, 2007 ("Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

The foregoing certification is being furnished solely pursuant to section 404 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of section 1350 of chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code) I, Duane Miller, Vice-President of Operations and Chief Financial Officer of Dittybase Technologies Inc. (the "Company") hereby certify, to my knowledge, that:

This Code of Business Conduct and Ethics (this “Code”) provides a general statement of the Corporation’s expectations regarding the ethical standards that each director, officer and employee should adhere to while acting on behalf of the Corporation. Each director, officer and employee is expected to read and become familiar with the ethical standards described in this Code and may be required, from time to time, to affirm his or her agreement to adhere to such standards.

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in the Corporation’s shareholder reports and in other public communications and filings of the Corporation;

accountability by all of our directors, officers and employees for adherence to this Code.

This Code outlines the broad principles of legal and ethical business conduct embraced by our Corporation. It is a not a complete list of legal or ethical questions a director, officer or employee might face in the course of business, and therefore this Code must be applied using common sense and good judgment. Compliance with the spirit as well as the letter of this Code is very important to us.

The Corporation’s Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Corporation, the business practices within the Corporation’s industry, the Corporation’s own business practices, and the prevailing ethical standards of the communities in which the Corporation operates. While the Corporation’s President and Chief Financial Officer will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual responsibility of each director, officer and employee of the Corporation to comply with this Code. Those who violate this Code will be subject to disciplinary action.

Obeying the law, both in letter and in spirit, is the foundation on which the Corporation’s ethical standards are built. All directors, officers and employees must respect and obey the laws and governmental rules and regulations of the countries, states, cities and local communities in which we operate. Although we do not expect that all directors, officers and employees will know and understand the details of all of these applicable laws and regulations, we do expect that everyone will know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

The Corporation requires that its directors, officers and employees, as well as its other agents and representatives, avoid any activity which creates or gives the appearance of a conflict of interest between their personal interests and the Corporation’s interests. A conflict of interest generally exists when a person has a direct or indirect personal interest in a transaction or situation that affects or appears to affect his or her judgment and/or divides his or her loyalties between two or more competing interests. A conflict can arise when someone takes action or has an interest that makes it difficult to perform his or her duties on behalf of the Corporation, objectively and effectively. In particular, no director, officer or employee shall:

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that markets products or services in competition with the Corporation’s current or potential products and services;

have any financial interest, including shares ownership, in any such outside business that might create or give the appearance of a conflict of interest;

seek or accept any personal loan or services from any such outside business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;

be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities with the Corporation;

accept any personal loan or guarantee of obligations from the Corporation, except to the extent such arrangements are legally permissible;

conduct business on behalf of the Corporation with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives; or

taking for themselves opportunities that are discovered through the use of the Corporation’s property, information or position.

The appearance of a conflict of interest may exist if an immediate family member of a director, officer or employee of the Corporation is a consultant to, or a director, officer or employee of, or has a significant financial interest in, a competitor, supplier or customer of the Corporation, or otherwise does business with the Corporation.

Directors and officers shall notify the Chairman of the Corporation’s Audit Committee and employees who are not directors or officers shall notify the Chief Financial Officer of the existence of any actual or potential conflict of interest.

Directors, officers and employees are expected to fully comply with Canadian and US securities laws with respect to the disclosure of “material” corporate information and with respect to “insider” trading in the Corporation’s securities. These laws provide for substantial civil and criminal penalties for individuals who fail to comply. Information that reasonably can be expected to affect the market value of a company’s shares or to influence an investor’s decisions regarding securities transactions is considered “material.” Such information may include financial and key business data; merger, acquisition or divestiture discussions; award or cancellation of a major contract; forecasts of future results; significant litigation; and/or gain or loss of a significant customer or supplier.

Insiders are prohibited from transacting in the Corporation’s shares with knowledge of material information that has not been disclosed to the public. For purposes of these restrictions, an “insider” includes not only directors, officers and employees of the Corporation, but also anyone else with non-public material information about the Corporation. You may be deemed to have violated these laws even if you innocently pass on non-public information about the Corporation to a friend or family member who then acts on such information and buys or sells the Corporation’s shares. To avoid inadvertent disclosure of non-public material information, directors, officers and employees should not discuss such information with or in the presence of any unauthorized persons, including family members and friends.

Directors, officers and employees shall maintain the confidentiality of all information entrusted to them by the Corporation or its suppliers, customers or other business partners, except when disclosure is authorized by the Corporation or legally required.

Confidential information includes (1) information marked “Confidential,” “Private,” “For Internal Use Only,” or similar legends, (2) technical or scientific information relating to current and future products, services or research, (3) business or marketing plans or projections, (4) earnings and other internal financial data, (5) personnel information, (6) supply and customer lists and (7) other non-public information that, if disclosed, might be of use to the Corporation’s competitors, or harmful to the Corporation or its suppliers, customers or other business partners. Confidential information also includes information that our customers and suppliers have entrusted to us.

To avoid inadvertent disclosure of confidential information, directors, officers and employees shall not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends.

The obligation to preserve confidential information continues even after your employment or other relationship with the Corporation ends.

This Code is not intended to modify any separate confidentiality agreement to which a director, officer or employee may be subject.

The Corporation is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual respect, openness and individual integrity. Directors, officers and employees are expected to deal honestly and fairly with the Corporation’s customers, suppliers, competitors and other third parties, including governmental agencies. To this end, directors, officers and employees shall not:

make false or misleading statements to customers, suppliers or other third parties;

solicit or accept from any person that does business with the Corporation, or offer to extend to any such person,

gifts, gratuities, meals or entertainment that could influence or reasonably give the appearance in influencing the Corporation’s business relationship with that person or go beyond common courtesies usually associated with accepted business practice;

solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or

otherwise take unfair advantage of the Corporation’s customers or suppliers, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

The Corporation is committed to providing equal employment opportunity in employment and will not tolerate any illegal discrimination or harassment. Improper conduct, such as derogatory comments based on racial or ethnic characteristics or religious preferences and unwanted sexual advances, will not be tolerated.

The Corporation strives to provide each of its employees with a safe and healthy workplace. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following health and safety rules and practices instituted by the Corporation and by reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.

The Corporation requires honest and accurate recording and reporting of information in order to make responsible business decisions.

All of the Corporation’s books, records, accounts and financial statements must be maintained in reasonable detail and must conform both to applicable legal requirements and to the Corporation’s system of internal controls.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks and other inappropriate statements about people and other companies. This applies to e-mail, internal memos and formal reports. Records should always be retained or destroyed in accordance with the Corporation’s record retention policies.

The Corporation is committed to providing investors with full, fair, accurate, timely and understandable disclosure in the periodic reports that it is required to file. To this end, the Corporation shall:

maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

maintain books and records that accurately and fairly reflect the Corporation’s

maintain a system of internal controls that will provide reasonable assurances to management that material information about the Corporation is made known to management, particularly during the periods in which the Corporation’s shareholder reports are being prepared; and

present information in a clear and orderly manner and avoid the use of legal and financial jargon in the Corporation’s periodic reports.

No assets of the Corporation, including employees’ work time, use of the Corporation’s facilities or equipment or direct monetary payment, may be contributed to any political candidate, party, political action committee or ballot measure without the permission of the Corporation’s Board of Directors. This does not preclude individuals from participating in any political activities of their choice on an individual basis, with their own money and on their own time.

Directors, officers and employees are encouraged to report any conduct which they believe in good faith to be violation or apparent violation of this Code. If you believe a violation has occurred, please contact the Corporation’s Chief Financial Officer. Your calls and correspondence, to the extent permitted by law, will be kept confidential.

The Corporation will not allow any retaliation against a director, officer or employee who acts in good faith in reporting any such violation.

The Corporation’s Audit Committee will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Directors, officers and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

As part of the Corporation’s procedure for receiving and handling complaints or concerns about the Corporation’s conduct, the Audit Committee of the Corporation’s Board of Directors has established procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal auditing controls or auditing matters.

The provisions of this Code may be waived for directors or executive officers only by a resolution of the Corporation’s independent directors. The provisions of this Code may be waived for employees who are not directors or executive officers by the Corporation’s Chief Executive Officer. Any waiver of this Code granted to a director or executive officer will be publicly disclosed as required by the securities exchange or association on which the Corporation’s securities are listed for trading.


	2007	2006	2005	2004	2003
High	1.1838	1.1726	1.2703	1.3970	1.5747
Low	0.9168	1.0989	1.1507	1.1775	1.3484
Average for Period	1.0742	1.1016	1.2105	1.3015	1.4615
End of Period	0.9881	1.1652	1.1656	1.2034	1.3484


	January 2008	February 2008	March 2008	April 2008	May 2008	June 2008
High	1.0294	1.0188	1.0275	1.0268	1.0187	1.0282
Low	0.9905	0.9717	0.9841	1.0021	0.9840	1.0011


	Years Ended December 31 (Audited) (Cdn$)
	2007	2006	2005	2004	2003
Amounts in Accordance with Canadian GAAP (presented in Canadian dollars): Total Assets Net working capital Common Shares Share subscriptions Contributed surplus Shareholders’ deficiency Loss (from operations) Loss per share (basic and diluted) Revenues Net Loss Weighted average number of common shares (basic and diluted)	229,151 (1,283,197) 4,067,508 271,486 204,837 (1,241,599) (391,485) (0.02) 106,817 (391,485) 24,547,572	146,309 (1,316,522) 3,870,748 65,300 189,500 (1,268,757) (492,611) (0.02) 96,974 (485,406) 23,173,754	232,311 (1,290,659) 3,338,939 138,277 189,500 (1,242,183) (826,675) (0.05) 93,169 (826,675) 17,682,626	238,565 (1,203,056) 2,920,294 - - (1,161,930) (287,587) (0.02) 22,625 (287,587) 15,179,309	72,857 (1,317,120) 2,507,558 11,160 - (1,275,919) (455,229) (0.03) 23,493 (455,229) 13,171,936
Amounts in Accordance with US GAAP (presented in Canadian dollars): Total Assets Net working capital Common Shares Share subscriptions Contributed surplus Shareholders’ deficiency Loss (from operations) Loss per share (basic and diluted) Revenues Net loss Weighted average number of common shares (basic and diluted)	229,151 (1,283,197) 4,785,408 271,846 204,837 (1,241,599) (391,485) (0.02) 106,817 (391,485) 24,547,572	146,309 (1,316,522) 4,588,648 65,300 189,500 (1,268,757) (850,806) (0.04) 96,974 (850,806) 23,173,754	232,311 (1,290,659) 3,689,385 138,277 189,500 (1,242,183) (1,179,175) (0.07) 93,169 (1,179,175) 17,682,626	238,565 (1,203,056) 2,920,294 - - (1,161,930) (289,748) (0.02) 23,258 (289,748) 15,179,309	72,857 (1,317,120) 2,507,558 - - (1,275,919) (461,469) (0.03) 23,522 (461,469) 13,171,936


	DITTYBASE TECHNOLOGIES INC. Alberta (June 23, 1999)
		100%

DITTYBASE INC. Alberta (April 3, 1997)	DITTYBASE AMERICA INC. Delaware (March 12, 2001)		THE DECIBEL COLLECTIVE INC. Alberta (September 23, 2004)


Contractual obligations	Payments due by period
Contractual obligations	Total (Cdn$)	Less than 1 year (Cdn$)	1 – 3 years (Cdn$)	3 – 5 years (Cdn$)
Operating lease obligations	30,137	18,083	12,054	N/A
Demand note obligation - interest bearing⁽¹⁾⁽²⁾	63,729	63,729	N/A	N/A
Demand note obligations - non-interest bearing⁽²⁾	54,986	54,986	N/A	N/A
Litigation Payable⁽³⁾	428,285	428,285	N/A	N/A


Name and Position	Number of Shares Held	Percentage of Shares Held (%)⁽¹⁾
Tim Daniels President, Director and Chief Financial Officer	990,000⁽²⁾⁽⁶⁾	.3.7
Lance Landiak Director and Vice-President of Business Development	1,600,000⁽³⁾⁽⁷⁾	5.9
Mike Knutsen Vice-President of Product Management	1,600,000⁽³⁾⁽⁷⁾	5.9
Bruce Urquhart Director	200,000⁽²⁾	<1.0
Blake Fallis Vice-President of Corporate Development	1,962,000^(2)(5)(8)	7.2
Duane Miller Vice-President of Operations	676,188^{(4) (7)}	2.5


Name	Number of Common Shares Held	Percentage of Common Shares Held
Lance Landiak	1,600,000	5.9%
Mike Knutsen	1,600,000	5.9%


Period	High US$	Low US$
2007
4^th Quarter⁽¹⁾	0.20	0.11
2008
1^st Quarter	0.17	0.08
2^nd Quarter	0.17	0.08
Most Recent Six Months
June	NT	NT
May	NT	NT
April	0.17	0.08
March	0.17	0.08
February	0.10	0.08
January	0.14	0.11


(a)	by the acquisition of voting shares or the voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities;

(b)	in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the Investment Act;

(c)	for facilitating its financing and not for any purpose related to the Investment Act on the condition that the acquirer divest control within two years after control was acquired; and

(d)	by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate or indirect control in fact of the Company through the ownership of voting interests remains unchanged.


	Year 2007 ($)	Year 2006 ($)
Audit	34,500	33,275
Audit Related	N/A	N/A
Tax	N/A	N/A
All Other Fees	N/A	N/A


ASSETS	2007	2006

Current
Cash	$ 136,655	$ 38,230
Accounts receivable	30,993	41,380
GST receivable – Note 4	19,201	14,669
Marketable securities (Market value: $75; 2006: $75)	75	75
Prepaid expenses	629	4,190

	187,553	98,544
Security deposits	2,700	2,700
Equipment – Note 5	19,681	18,657
Website costs – Notes 6 and 10	19,217	26,408

	$ 229,151	$ 146,309

LIABILITIES

Current
Accounts payable and accrued liabilities – Notes 8 and 10	$ 786,348	$ 796,311
Due to related parties – Note 10	553,337	488,257
Loans payable – Note 7	118,715	108,093
Deferred revenue	12,350	22,405

	1,470,750	1,415,066

SHAREHOLDERS’ DEFICIENCY

Preferred shares, no par value
Unlimited preferred shares authorized, none outstanding
Common shares, no par value – Notes 9 and 14
Unlimited shares authorized
25,033,365 shares issued (2006: 24,196,976)	4,067,508	3,870,748
Share subscriptions – Note 9	271,846	65,300
Contributed Surplus – Note 9	204,837	189,500
Deficit	(5,785,790)	(5,394,305)

	(1,241,599)	(1,268,757)

	$ 229,151	$ 146,309


	Common Stock Issued		Share	Contributed
	Shares	Amount	Subscriptions	Surplus	Deficit	Total

Balance, December 31, 2004	17,225,243	$ 2,920,294	$ -	$ -	$ (4,082,224)	$ (1,161,930)

Issue of shares for cash:
- pursuant to private placements - at $0.15	67,000	10,050	-	-	-	10,050
- at $0.25	495,000	123,750	-	-	-	123,750
- pursuant to exercise of share purchase warrants
- at $0.20	318,339	63,668	-	-	-	63,668
Issue costs	-	(13,823)	-	-	-	(13,823)
Pursuant to settlement of debt - at $0.10	150,000	15,000	-	-	-	15,000
Pursuant to payment of wages and management fees - at $0.10	2,200,000	220,000	-	-	-	220,000
Share Subscriptions
- pursuant to private placements	-	-	119,764	-	-	119,764
- pursuant to exercise of share purchase warrants	-	-	29,500	-	-	29,500
- less: issue costs	-	-	(10,987)	-	-	(10,987)
Contributed surplus	-	-	-	189,500	-	189,500

Net loss for the year ended December 31, 2005	-	-	-	-	(826,675)	(826,675)

Balance, December 31, 2005	20,455,582	3,338,939	138,277	189,500	(4,908,899)	(1,242,183)


Computer equipment	30% declining balance
Computer software	100% straight-line
Furniture and equipment	20% declining balance
Leasehold improvements	5 years straight-line


	2007	2006

Unsecured, non-interest bearing loans from unrelated companies, with no specific terms for repayment	$ 54,986	$ 54,986

Unsecured loan from unrelated party, bearing interest at 20% per annum, with no specific terms for repayment	63,729	53,107

	$ 118,715	$ 108,093


	2007		2006
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price

Outstanding and exercisable, beginning of the year	939,265	$0.22	1,555,000	$0.21
Issued	735,389	$0.35	1,457,323	$0.25
Exercised	(101,000)	$0.25	(165,000)	$0.20
Expired	(838,265)	$0.22	(1,908,058)	$0.23

Outstanding and exercisable, end of the year	735,389	$0.35	939,265	$0.22


Blake Fallis	1,962,000⁽¹⁾	7.2%


	Years ended December 31,
	2007		2006
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price

Outstanding, beginning and end of the year	1,895,000	$0.25	1,895,000	$0.25

Exercisable, end of the year	1,895,000	$0.25	1,895,000	$0.25


	2008	2007

Future income tax assets
Non-capital and net operating losses carried forward	$ 808,000	$ 1,092,000
Equipment and website	399,000	509,000
Share issuance costs	11,000	17,000
Valuation allowance for future income tax assets	(1,218,000)	(1,618,000)

Net future income tax asset	$ -	$ -