August 25, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. Lee Kasper
President and Chief Financial Officer
7900 Gloria Avenue
Van Nuys, California 91406

Re:	NuTech Digital, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Form 10-QSB for the period ended March 31, 2005
	Commission file #: 000-50021

Dear Mr. Kasper:

We have reviewed your August 11, 2005 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended December 31, 2004

We have reissued several comments from our prior letter.  Please
ensure your responses address each of our requests thoroughly and
in
detail.

MD&A

1. We note your response to our prior comment #1 and we reissue
that
comment.  It appears that significant judgment may be required in
estimating future product sales for purposes of evaluating the
realizability of prepaid advances, prepaid production costs, and
completed masters.  Therefore, please revise your critical
accounting
estimates to include a detailed discussion of the judgments
involved,
your method of making such judgments, how accurate such judgments
have been in the past, and the susceptibility of such judgments to
change in the future.  For example, please disclose how you make
reasonably reliable estimates of "ultimate revenue" expected from
your films and properties for purposes of recognizing periodic
costs
and estimating fair values under SOP 00-2.

Statements of Operations, page F-3

2. We note from your response to prior comment #2 that you believe
that SOP 00-2 is not applicable to your operations and that
royalty
costs are properly presented as selling expenses.  We believe,
however, that you do fall into the scope of SOP 00-2 as set forth
in
paragraph .05 of SOP 00-2 because you obtain a right to
distribute,
or sell, films to other entities.  We also continue to believe
that
royalty expense is more appropriately classified as "cost of
sales"
as it is directly related to sale of the films.  Additionally, it
appears that many of your peers in the business of distributing
films
account for the costs to acquire the rights to a film as either
"cost
of sales" or an operating cost other than selling, general and
administrative.  Please reclassify these expenses as "cost of
sales"
or, alternatively, re-caption the cost of sales line, eliminate
the
gross profit subtotal, and present royalty expenses as a separate
operating expense line item above SG&A.
3. We note that from your response in prior comment #3 that you
have
reclassified the settlement of royalties to selling expenses on
the
statements of operations.  In connection with our previous
comment,
we believe that royalty expenses are more appropriately classified
as
"cost of sales", and therefore believe the settlement of these
expenses should also be classified as "cost of sales".   Please
revise your statement of operations accordingly.


Statement of Stockholders` Equity, page F-5
4. We note from your response to prior comment #4 that the
transfer
into equity relates to redeemable common stock in which the
redemption provisions terminated and is now required to be
classified
in stockholders` equity rather than in between liabilities and
stockholders` equity. However, we believe that a disclosure should
be
added to your notes to the financial statements to address both
the
$80,000 transferred to equity in 2004 and the $247,500 transferred
in
2003.  Please revise your amended 10-KSB to disclose the
transactions.
5. We note from your response to prior comment #5 that the
offering
costs are legal fees incurred for private placements of common
stock
and that the costs were allocated against the proceeds received
from
the sale of stock.  Please explain to us which issuance of shares
these legal fees relate to as the only private placement in 2003
appears to be for $150,000, an amount far less than the proceeds
recorded.  To the extent that the offering costs exceed the
proceeds
of the private placement to which they relate, they should be
expensed.

- - Prepaid Royalties

6. We note your response to our prior comment #7 and we reissue
that
comment.  We note that royalty expenses incurred in the last two
years were less than $400,000 per year and the maximum term of the
respective license agreements is through 2010, six years from
year-
end 2004.  We also note from page 8 that during 2004 you decided
to
shift the emphasis of your business from selling general
entertainment products to producing and distributing music
concerts.
Therefore, it is not clear from your filing how royalty advances
are
realizable from the ultimate revenue you expect during the
remaining
terms of your license agreements.  Please tell us the basis for
your
conclusion that the prepaid royalties of $3,273,033 are realizable
at
December 31, 2004, giving specific consideration to the facts
cited
above.  Please be detailed in your response.  Please provide us
with
the assumptions and information you used with respect to the ten
most
significant portions of the balance (e.g., title, unamortized
balance, 2004 sales, 2004 amortization, expected future sales by
year, expected amortization by year, etc.).  Include in your
response
how you determined the amount of the allowance recorded.  In the
alternative, please consider revising your financial statements to
write down prepaid royalties to their fair value based on the
guidance in paragraphs 43 to 48 of SOP 00-2.

- - Prepaid Production Costs, page F-9
- - Note 6 - Property and Equipment, page F-15

7. We note your response to our prior comment #9 and we reissue
that
comment in part.  We note that you amortize completed masters over
seven years and prepaid production costs over the estimated useful
life of the contracts.  Also, based on our August 25, 2005
conference
call, it appears that you amortize prepaid royalties over the
license
period.  As discussed in comment #2 above, we believe that as a
company that holds the rights to distribute films, you are
required
to follow the guidance in SOP 00-2.  This guidance requires that
amortization for these types of costs be computed using the
individual-film-forecast-computation method.  This method results
in
recognition of "film costs" in the same ratio that periodic
revenue
from a film bears to estimated remaining unrecognized ultimate
revenue from the film.  Please note that total estimated revenue,
referred to ultimate revenue, is subject to certain limitations in
SOP 00-2.  Please restate your historical financial statements to
reflect the appropriate amortization expense and asset balances of
the completed masters, prepaid production costs, and prepaid
royalties using the method outlined in paragraph 34 of SOP 00-2.
We
expect this will require a recomputation of periodic amortization
starting from the date your films began to generate revenue for
you.


8. Please tell us the net balance of completed masters at December
31, 2004.  Please tell us your basis for your conclusion that
prepaid
production costs aggregating $679,890 and completed masters are
realizable at December 31, 2004. As part of your response, please
explain in detail how you evaluated these capitalized costs for
impairment.  See paragraph 43-47 of SOP 00-2.  If, after
reconsideration of the requirements of SOP 00-2, you determine
that
certain assets were impaired at December 31, 2004, please restate
your historical financial statements accordingly.

- - Stock Based Compensation, page F-11

9. We note from your response to prior comment #12 that you have
revised your disclosure to state that you do not believe that the
existing models provide a reliable single measure of the fair
value
of the stock options.  Please tell us and include in your amended
Form 10-KSB how you determine the fair value of stock options
issued
for purposes of both the proforma disclosures and for non-employee
compensation.  Include in your response the method used and the
significant assumptions.  See paragraph 47(d) of SFAS 123.


Form 10-QSB for the quarter ended June 30, 2005

Note 14.  Common Stock

10. We note that in June 2005 you issued shares of stock to a
consultant for services rendered.  In future filings, please
include
a statement disclosing how you determined the value of the stock
issued.

Note 19.  Common Stock Purchase Warrants

11. We note that on April 25, 2005 you issued a warrant to acquire
up
to 300,000 shares of common stock at three different exercise
prices
depending on the number of shares acquired.   Because this was a
non-
cash transaction in exchange for consulting services, please tell
us
how the fair value of the warrants was determined.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments via EDGAR within
15
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.


You may contact Claire Erlanger at 202-551-3301 or Lyn Shenk at
202-
551-3380 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. Lee Kasper
NuTech Digital, Inc.
August 25, 2005
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