UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): February 27, 2004

                              NuTECH DIGITAL, INC.
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               (Exact name of Registrant as specified in charter)

        California                    000-50021                 95-4642831
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(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                    Identification Number)

                               7900 Gloria Avenue
                           Van Nuys, California 91406
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                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (818) 994-3831

                                 Not applicable
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          (Former name or former address, if changed since last report)






FORWARD LOOKING STATEMENTS

         This Form 8-K and other reports  filed by Registrant  from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain  forward looking  statements and information  that are based upon
beliefs of, and information  currently available to, Registrant's  management as
well as estimates and assumptions made by Registrant's management.  When used in
the Filings the words "anticipate,  "believe",  "estimate",  "expect", "future",
"intend",  "plan" or the negative of these terms and similar expressions as they
relate  to  Registrant  or  Registrant's  management  identify  forward  looking
statements.  Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties,  assumptions and other
factors relating to Registrant's industry,  Registrant's  operations and results
of operations and any businesses that may be acquired by Registrant.  Should one
or more of these risks or  uncertainties  materialize,  or should the underlying
assumptions prove incorrect,  actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

         Although  Registrant  believes that the  expectations  reflected in the
forward looking  statements are reasonable,  Registrant  cannot guarantee future
results, levels of activity, performance or achievements.  Except as required by
applicable law,  including the securities laws of the United States,  Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM  5. Other Events and Regulation FD Disclosure.

         On February 27, 2004 (the "Closing  Date"),  NuTech Digital,  Inc. (the
"Company") completed a private sale of common stock to accredited investors at a
price of $0.40 per share. In conjunction  with the sale of the common stock, the
Company issued  warrants  having an exercise price of $0.75 per share.  For each
share of common stock purchased, each investor received warrants to purchase two
shares of the  Company's  common  stock.  At the closing,  the Company  received
$1,750,000 in gross proceeds.

         According  to the terms of the stock  purchase  agreement,  the Company
shall use its best  efforts to file a  registration  statement  to register  the
shares of common stock and the shares  underlying the warrants within 60 days of
the Closing Date and cause,  or use its best  efforts to cause the  registration
statement  to be declared  effective  within 120 days of the Closing  Date.  The
terms of the stock purchase  agreement provide for the cash payment of 1% of the
purchase price if the Company fails to file a  registration  statement or if the
registration  statement  is not  declared  effective  within the  required  time
periods and if such failure  continues  for more than 30 days,  the Company will
pay the investors a cash payment equal to another 1% of the purchase  price.  If
such failures  continue  thereafter,  the Company shall pay the investors a cash
payment  equal to 2% of the purchase  price per month until the failure is cured
or one year after the Closing Date, whichever occurs first.

         The securities issued in the private placement have not been registered
under the  Securities  Act of 1933,  as  amended,  and until so  registered  the
securities  may not be offered or sold in the United States absent  registration
or  availability  of an applicable  exemption  from  registration.  The offering



requires  the  Company  to prepare  and file with the  Securities  and  Exchange
Commission a  registration  statement for the purpose of  registering  under the
Securities Act of 1933 all of the shares of the Company's common stock that were
sold to the investors  pursuant to the Stock Purchase  Agreements as well as the
shares of common stock issuable upon exercise of the warrants.

         This announcement is not an offer to sell securities of Nutech Digital,
Inc. and any  opportunity to participate in the private  placement was available
to a very limited group of accredited investors.

ITEM 7.  Financial Statements and Exhibits

         (a)      Financial Statements of Businesses Acquired. Not applicable.

         (b)      Pro Forma Financial Information Not applicable.

         (c)      Exhibits

                  Exh. No.              Description
                  --------              -----------

                  Not applicable

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  March 1, 2004                            NuTECH DIGITAL, INC.

                                                By: /s/ Lee Kasper
                                                    --------------------------
                                                    Lee Kasper
                                                    President