December 12, 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 November 14, 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

MD&A

1. We note from your response to our prior comment #1 that you
plan to
amend the Form 10-KSB and Forms 10-QSB to include discussion on
making
significant judgments related to estimating future product sales.
However, we believe that the discussion included in your MD&A
section
should be revised to include more detail of the specific methods
you
use in making judgments related to each of the following: ultimate
revenues expected from your films and properties, realizability of
prepaid advances, realizability of prepaid production costs, and
realizability of completed masters.  Additionally, in regards to
the
susceptibility of such judgments to change in the future, we
believe
that your proposed disclosure should be more detailed for each
type of
judgement made.  Your disclosure should include your analysis of
the
judgments` specific sensitivity to change, based on other outcomes
that are reasonably likely to occur and would have a material
effect.
You should provide quantitative as well as qualitative disclosure
when
quantitative information is reasonably available and will provide
material information for investors.  Please revise your disclosure
accordingly.  See SEC Release No. 33-8350 dated December 2003 for
guidance.

Note 1. Summary of Significant Accounting Policies

- - Prepaid Royalties

2. We note from your response to our prior comment #6 that you
have
provided a spreadsheet entitled "Film Forecast Computation" for
our
review.  However, we do not believe that the spreadsheet
adequately
responds to our prior comment on the realizability of the prepaid
royalties balance of $3,273,033 as it appears to relate to
completed
masters costs.  Please provide us with, and revise MD&A to
disclose,
the assumptions and information you used with respect to
projecting
net sales through 2009, and specifically the assumptions behind
the
significant increase in projected sales.  Include in your response
the
unamortized balance of prepaid royalties by category (concert,
general, hentai, etc.) and the historical rates and amount of
royalty
amortization by category.  Additionally, please provide us with
the
expected amortization of royalty expense by year and category
including the assumptions used to develop those expectations.
Please
tell us if there is an allowance recorded on the asset balance of
prepaid royalties and if so, how you determined the amount of the
allowance needed.  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
- - Property and Equipment, page F-9

3. We note from your response to our prior comment #7 that you
have
prepared the attached spreadsheet entitled "Film Forecast
Computation"
to support your response.  Please explain to us how you have
determined that your accumulated amortization and asset balances
related to completed masters are appropriately stated at December
31,
2003 and December 31, 2004, based only on comparison of 2003 and
2004
ratios, rather than the cumulative differences from the date the
films
began to generate revenue.  Also tell us which method you intend
to
use in the future and if it is not the individual-film-forecast
method, please explain to us your basis for not following the
guidance
in SOP 00-2.  For the period ended March 31, 2005, the difference
in
the expected amortization rate versus the amount recorded appears
to
be material to net loss.  Please tell us why you have not restated
the
financial statements as of March 31, 2005 to account for this
difference.  Also, please explain to us the nature of the amounts
included in the columns titled "transferred to advance royalty" on
the
Completed Masters spreadsheet you have submitted to support your
response.  Additionally, please explain to us in detail how the
amortization of prepaid royalties as calculated using the
individual-
film-forecast method would compare to the amount you have
recorded, as
we are still unclear about your conclusion.

4. With regards to your response on the amortization of prepaid
production costs, we note your disclosure that the music concerts
the
Company produced are not released and revenue from these titles
has
not been granted.  This statement appears inconsistent with the
disclosures in the notes to the financial statements in the Forms
10-
QSB for the periods ended March 31, 2005, June 30, 2005 and
September
30, 2005 which state that the release of the first live music
concert
DVD occurred in November of 2004 and two additional live music
concert
DVDs were released in the second and third quarter of 2005.
Please
resolve these inconsistencies and if applicable, tell us how much
revenue was generated in 2004 from the release of the first music
concert.

Forms 10-QSB for the quarters ended March 31, 2005, June 30, 2005
and
September 30, 2005

- - Stock Based Compensation

5. We note from your disclosure on stock based compensation in
your
2005 Forms 10-QSB, that although you disclose why the Black-
Scholes
option pricing model was developed, you do not disclose the model
you
use to estimate fair value of stock options.  Also, you have not
revised to delete the disclosure that existing models do not
necessarily provide a reliable single measure of the fair value of
such stock options.  Please revise your notes in your Forms 10-QSB
to
be consistent with your amended Form 10-KSB for the period ended
December 31, 2005.

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

6. We note that you have restated your property and equipment
balance
as of June 30, 2005, specifically related to a change in the gross
balance of your completed masters and the accumulated
depreciation.
Please explain to us, and revise your Form 10-QSB to include a
disclosure discussing the nature of the error causing the
restatement.
In your response, please include any changes in accounting
policies or
methodologies that you will continue to use.  See paragraph 37 of
APB
20.






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

Note 1. Summary of Significant Accounting Policies

- - Completed Masters

7. We note your disclosure that you amortize masters using the
individual film-forecast-computation method as required by SOP 00-
2.
As we have communicated to you, we do not believe that your
previous
accounting method for amortizing masters was in accordance with
GAAP,
and therefore this change in your method of accounting should be
considered a correction of an error under APB 20.  Please explain
to
us the nature and timing of the adjustments that you made to prior
periods to account for this error.  Additionally, please amend
your
Form 10-QSB to include the disclosures required by paragraph 37 of
APB
20.

Note 22. Commitments and Contingencies

8. We note from your Form 8-K filed on November 17, 2005 and Part
II
Item 1 of your Form 10-QSB that on May 20, 2005 Ken Groove filed a
complaint against the Company and seeks recovery of $292,000.
Further
on November 16, 2005, the plaintiff`s application for a Right to
Attach Order and Writ of Attachment was granted.  Please tell us
and
disclose in future filings whether you have recorded an accrual
related to this potential liability.  If you have not recorded an
accrual please disclose the nature of the contingency and the
reasons
management does not believe an accrual is necessary.  See
paragraphs
9-12 of SFAS No. 5.

Other

9. Please include a note in each amended Form 10-KSB or Form 10-
QSB
discussing the reasons for the amended filing.

10. Please file your amended Forms 10-KSB and 10-QSB on EDGAR as
filings separate from the correspondence.



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


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.
December 12, 2005
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