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      RICHARDSON
        & PATEL LLP

      10900
        Wilshire Boulevard

      Suite
        500

      Los
        Angeles, California 90024

      Telephone
        (310) 208-1182

      Facsimile
        (310) 208-1154

      November
        14, 2005

      VIA
        EDGAR
        AND FEDERAL EXPRESS

      Ms.
        Linda
        Cvrkel, Branch Chief

      United
        States Securities and Exchange Commission

      Division
        of Corporation Finance

      450
        Fifth
        Street, N.W.

      Washington,
        D.C. 20548

                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 No.: 000-50021

                Our
                  File No.: 0622-003

      Dear
        Ms.
        Cvrkel:

      This
        letter is provided to you on behalf of NuTech Digital, Inc. (the “Company”) in
        response to your letter dated August 25, 2005. We have included proposed
        amendments to the Company’s Form 10-KSB and Forms 10-QSB for the periods ended
        March 31, 2005 and June 30, 2005 for your review. These proposed amendments
        along with the certifications will be signed when the amendments are approved
        by
        you for filing.

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

      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
        revenues” expected from your films and properties for purposes of recognizing
        periodic costs and estimating fair values under SOP 00-2.

      In
        response to this comment, the Company has amended its Form 10-KSB and Forms
        10-QSB to include a detailed discussion of the judgments involved, the 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. Please see
        page 9
        of the Form 10-KSB, page 24 of the Form 10-QSB for the period ended March
        31,
        2005 and page 27 of the Form 10-QSB for the period ended June 30,
        2005.

            Ms.
              Linda Cvrkel, Branch Chief

            November
              14, 2005

            Page
              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 the 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 file 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
        expense line above SG&A.

      In
        response to this comment, the Company has amended the Statements of Operations
        included in its Form 10-KSB and Forms 10-QSB, and will include in its filings
        going forward, a re-captioned cost of sales line, eliminate the gross profit
        subtotal and present royalty expenses as a separate expense line above SG&A.
        Please see page F-3 in the Form 10-KSB, page 2 in the Form 10-QSB for the
        period
        ended March 31, 2005 and page 4 in the Form 10-QSB for the period ended June
        30,
        2005.

      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.

      In
        response to this comment, the Company has amended the Statements of Operations
        included in its Form 10-KSB and Forms 10-QSB to reclassify the settlement
        of
        royalties in the amount of $125,000 to royalty expenses, presented as mentioned
        above in the response to comment #3.

            Ms.
              Linda Cvrkel, Branch Chief

            November
              14, 2005

            Page
              3

      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.

      In
        response to this comment, the Company has amended its Form 10-KSB to include
        a
        footnote that discloses the transactions. Please see Note 21 at page F-24
        to the
        Form 10-KSB.

      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 that 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.

      In
        response to this comment, the Company has amended the Statements of
        Stockholders’ Equity in its Form 10-KSB to record $150,000 of allocated offering
        costs against common stock at December 31, 2003 and the remaining $349,012
        as
        prepaid offering costs at December 31, 2003. The $349,012 of prepaid offering
        costs were added to the $125,185 additional costs incurred during the year
        ended
        December 31, 2004 and allocated against common stock as they relate to the
        proceeds received from the private placement undertaken by the Company during
        the year ended December 31, 2004. Please see pages F-4 and F-5 of the Form
        10-KSB.

      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 sited 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.

      In
        response to this comment, the Company has prepared the attached spreadsheet
        entitled “Film Forecast Computation” for your review. Please note that the
        attached spreadsheet analyzes the amortization of Completed Masters using
        the
        method described in SOP 00-2.

            Ms.
              Linda Cvrkel, Branch Chief

            November
              14, 2005

            Page
              4

      Prepaid
        royalties are expensed as each individual title is sold and the Company
        historically does not provide an advance of royalties on a title that exceeds
        expected revenue for 50% of the license period. Therefore, as the title sells
        and the license period ages, the Company will begin accruing additional
        royalties owed to the licensor. The prepaid balance of $3,273,033 at December
        31, 2004 is the result of the Company’s acquisition and advancement of
        approximately $1,800,000 in prepaid royalties for additional titles during
        the
        year ended December 31, 2004. These titles have not been made available for
        sale
        and the Company has not begun expensing the associated prepaid
        royalties.

      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 lives 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 period 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.

      In
        response to this comment, the Company has prepared the attached spreadsheet
        entitled “Film Forecast Computation” for your review. Please note that the
        attached spreadsheet analyzes the amortization of Completed Masters using
        the
        method described in SOP 00-2.

      Prepaid
        royalties are expensed as each individual title is sold and the Company
        historically does not provide an advance of royalties on a title that exceeds
        expected revenue for 50% of the license period. Please refer to the response
        for
        comment number 6 above. The Company has determined that no restatement is
        necessary.

      Regarding
        the amortization of the prepaid production costs, please note that the Company
        is using the method outlined in paragraph 34 of SOP 00-2 to recognize these
        film
        costs, however the music concerts the Company produced are not released and
        revenue from these titles has not been generated.

            Ms.
              Linda Cvrkel, Branch Chief

            November
              14, 2005

            Page
              5

      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.

      In
        response to this comment, the Company provides the following
        information:

      The
        net
        balance of completed masters at December 31, 2004 was $956,974 with an average
        remaining license life of just under five years. The net balance of completed
        masters at December 31, 2004 is realizable based upon our analysis of historical
        and ultimate revenue as analyzed in the attached spreadsheet in accordance
        with
        SOP 00-2. The Company evaluated the completed masters for impairment at December
        31, 2004, and as a result of estimated future sales, believes the completed
        master net balance of $956,974 is correctly stated.

      The
        aggregate balance of $679,890 of prepaid production costs relates to music
        concerts the Company produced. As of December 31, 2004, these products were
        not
        released and had not begun generating revenues. As such, the Company estimates
        ultimate revenue to be that which will provide for proper recognition of
        these
        costs in the future and therefore the Company believes the prepaid production
        cost balance of $679,890 is correctly stated.

      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 iss