CORRESP 1 filename1.htm Nutech Digital Inc



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September 4, 2008


Ms. Heather Clark, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission


RE:  Commission File #000-50021


Dear Ms. Clark:


The following is in response to the Commission’s August 21, 2008 comment letter.  We have amended our annual report on Form 10-KSB for the fiscal year ended December 31, 2007, to amend our conclusions regarding Management’s Report on Internal Control over Financial Reporting in Item 8A, as required by Section 404 of the Sarbanes-Oxley Act.  The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in this filing.  In addition, the Company acknowledges that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.  Finally, the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


Very  truly yours,


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Richard M. Greenberg

Chief Financial Officer




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