NUTECH DIGITAL, INC.
7900 GLORIA AVENUE
VAN NUYS, CALIFORNIA 91406

September _____, 2004

To Our Stockholders

You are cordially invited to attend the Annual Meeting of Stockholders
of NuTech Digital, Inc. (the "Company"). The Annual Meeting will be held on
October 15, 2004 at 10:00 a.m. at the Company's executive offices, located at
7900 Gloria Avenue, Van Nuys, California 91406.

The actions we expect to take at the Annual Meeting are described in
detail in the attached Proxy Statement and Notice of Annual Meeting of
Stockholders. Also included with this letter is the Company's Annual Report.

Please use this opportunity to take part in the affairs of the Company
by voting on the business to come before this meeting. If you are a record
holder of the Company's Common Stock on August 26, 2004, you are eligible to
vote with respect to these matters, either personally at the meeting or by
proxy. It is important that your shares be voted, whether or not you plan to
attend the meeting, to ensure the presence of a quorum. THEREFORE, PLEASE
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. Returning the proxy does NOT deprive you of your right to
attend the meeting and vote your shares in person for the matters acted upon at
the meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Lee Kasper
President and Chairman of the Board

NUTECH DIGITAL, INC.
7900 GLORIA AVENUE
VAN NUYS, CALIFORNIA 91406

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of NuTech Digital, Inc. will be held
on Friday, October 15, 2004, at 10:00 a.m., at 7900 Gloria Avenue, Van Nuys,
California 91406 for the following purposes:

(1) To elect the following directors:

Lee Kasper
Joseph Giarmo
Yegia Eli Aramyan
Jay S. Hergott

(2) To ratify the appointment of Farber & Hass LLP as the
independent auditors for 2004;

(3) To approve stock option grants to our officers; and

(4) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.

Stockholders of record at the close of business on August 26, 2004 will
be entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting in
person. Your vote is important. PLEASE FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE RETURN ENVELOPE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING. Your promptness in returning the proxy
will assist in the expeditious and orderly processing of the proxies and will
assist in ensuring that a quorum is present or represented. If you return your
proxy, you may nevertheless attend the Annual Meeting and vote your shares in
person if you wish. If you want to revoke your proxy at a later time for any
reason, you may do so in the manner described in the attached Proxy Statement.

By Order of the Board of Directors

Joseph Giarmo
Secretary

Van Nuys, California
September _____, 2004

NUTECH DIGITAL, INC.
7900 GLORIA AVENUE
VAN NUYS, CALIFORNIA 91406

--------------------------

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 15, 2004

--------------------------

VOTING AND PROXY

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of NuTech Digital, Inc., a California
corporation (referred to as the "Company", "we", "our" or "us") for use at our
Annual Meeting of Stockholders to be held at 7900 Gloria Avenue, Van Nuys,
California 91406 on Friday, October 15, 2004, at 10:00 a.m. local time, and at
any meeting following adjournment thereof. The Notice of Annual Meeting, this
Proxy Statement and the accompanying proxy card are being mailed to stockholders
on or about September 22, 2004.

REVOCABILITY OF PROXY AND VOTING OF SHARES

Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised. The proxy may be revoked by filing an instrument of
revocation or a duly executed proxy bearing a later date with the Company's
Secretary at our principal executive offices located at 7900 Gloria Avenue, Van
Nuys, California 91406. The proxy may also be revoked by attending the meeting
and voting in person. If it is not revoked, the proxy will be voted at the
meeting in accordance with the stockholder's instructions indicated on the proxy
card. IF NO INSTRUCTIONS ARE INDICATED, THE PROXY WILL BE VOTED FOR THE APPROVAL
OF THE THREE PROPOSALS, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PROXY HOLDERS
AS TO ANY OTHER MATTER THAT MAY BE PROPERLY BROUGHT BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.

RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES

The Board of Directors has fixed August 26, 2004 as the record date
(the "Record Date") for determining holders of our Common Stock, no par value
per share, who are entitled to vote at the meeting. As of the Record Date, we
had 20,733,721 shares of Common Stock outstanding and entitled to vote. Each
share of Common Stock entitles the record holder to one vote on each matter to
be voted upon at the meeting. A majority of the shares of Common Stock issued
and outstanding and entitled to vote at the meeting will constitute a quorum at
the meeting. Votes withheld, abstentions and broker non-votes will be counted
for purposes of determining the presence or absence of a quorum for the
transaction of business at the meeting.

When the proxy is properly executed, dated and returned, the shares it
represents will be voted in accordance with any directions noted on it. Votes
cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Election, in conjunction with information received from our
transfer agent. The Inspector of Election will also determine whether or not a
quorum is present.

Directors are elected by a plurality of the votes cast in the election.
In electing directors, each stockholder has cumulative voting rights and is
entitled to cast a number of votes equal to the number of shares held multiplied
by the number of directors to be elected. The stockholder may cast these votes
all for a single candidate or may distribute the votes among some or all of the
candidates. No stockholder will be entitled to cumulate votes for a candidate,
however, unless that candidate's name has been placed in nomination prior to the
voting and the stockholder, or any other stockholder, has given notice at the
Annual Meeting prior to the voting of an intention to cumulate votes. Because
all stockholders may cumulate their votes for candidates in nomination if any
one stockholder has given such notice, the proxy holder may allocate the votes
represented by proxies among the Board of Directors' nominees in the proxy
holder's sole discretion. Pursuant to California law, abstentions and negative
votes will have no legal effect, but will be counted as present for purposes of
determining the existence of a quorum. IF NO SPECIFICATION IS INDICATED, THE
SHARES WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTOR-NOMINEES NAMED ON THE
PROXY. PROXIES CANNOT BE VOTED FOR A GREATER NUMBER OF PERSONS THAN THE NUMBER
OF NOMINEES NAMED.

The affirmative vote of the holders of a majority of the shares of
Common Stock present at the meeting in person or by proxy is required to approve
all other proposals brought before the meeting. Shares which abstain from voting
as to these matters, and shares held in "street name" by brokers or nominees who
indicate on their proxies that they do not have discretionary authority to vote
such shares as to these matters ("broker non-votes"), will not be counted as
votes in favor of such matters. For purposes of determining whether the
affirmative vote of a majority of the shares present at the meeting and entitled
to vote on a proposal has been obtained, abstentions and broker non-votes will
be included in the number of shares present and entitled to vote.

SOLICITATION

The cost of solicitation of proxies, including expenses in connection
with preparing and mailing this Proxy Statement, will be borne by the Company.
Copies of solicitation materials will be furnished to brokerage houses,
nominees, fiduciaries and custodians to forward to beneficial owners of Common
Stock held in their names. We will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock for their reasonable expenses in
forwarding solicitation materials to the owners. In addition to original
solicitation of proxies by mail, our directors, officers and other employees
may, without additional compensation, solicit proxies by telephone, facsimile
and personal interviews.

We will only deliver one proxy statement to multiple stockholders
sharing an address unless we have received contrary instructions from one or
more of the stockholders. We will promptly deliver a separate copy of this proxy
statement to a stockholder at a shared address to which a single copy of the
document was delivered upon oral or written request to:

NuTech Digital, Inc.
Attn: Corporate Secretary
7900 Gloria Avenue
Van Nuys, California 91406
Telephone No.: (818) 994-3831

OVERVIEW OF PROPOSALS

This Proxy Statement includes three proposals requiring stockholder
action. The proposals relate to:

o the election of four directors,

o the ratification of Farber & Hass LLP as our auditors for the fiscal
year ending December 31, 2004; and

o the approval of stock option grants made to three of our officers.

The proposals are discussed in more detail below.

PROPOSALS

PROPOSAL #1 - ELECTION OF DIRECTORS

Four directors are to be elected to our Board of Directors at the
Annual Meeting. The directors will hold office for a term of one-year. The Board
of Directors has nominated Mr. Lee Kasper, Mr. Joseph Giarmo, Mr. Yegia Eli
Aramyan and Mr. Jay S. Hergott. We expect that these nominees will be available
for election, but if they are not, your proxy will be voted for the election of
other nominees to be designated by the Board of Directors to fill any such
vacancies.

IDENTIFICATION OF THE BOARD OF DIRECTORS

Our Bylaws permit the Board of Directors to fix the number of its
members so long as there are no less than three directors and no more than five
directors. At present, the Board of Directors consists of four members.
Information regarding the business experience of each nominee and director is
provided below. There are no family relationships among our executive officers
and directors. Our directors serve until the next annual meeting of our
stockholders. Our Board of Directors does not have an audit committee, a
nominating committee or a compensation committee or committees performing
similar functions.

LEE KASPER, DIRECTOR NOMINEE
Director since June 1997
Age 58

Mr. Kasper began his career in the entertainment industry in 1982 by
co-founding Image Entertainment, a publicly traded company. Image Entertainment
distributes video programming on laserdisc and DVD. During his years with Image
Entertainment, Mr. Kasper was a director as well as the Executive Vice
President. He was responsible for business development as well as for licensing,
manufacturing, and product fulfillment. His major accomplishments while he was
at Image Entertainment included building a team of international manufacturers,
acting as primary negotiator of licensing agreements with over one hundred
studios, developing sales relationships with major retailers and raising over
$6,000,000 from Mitsubishi and Mitsui. When Mr. Kasper left Image Entertainment
in 1993, its annual sales had grown to $60,000,000. Mr. Kasper left Image
Entertainment to found NuTech Entertainment, Inc., a producer of karaoke music
software, which is now included in the Company's operations. In 1997 Mr. Kasper
formed the Company for the purpose of licensing, manufacturing and distributing
DVD products worldwide. Mr. Kasper has been a director since June 1997.

JOSEPH GIARMO, DIRECTOR NOMINEE
Director since May 2001
Age 36

Mr. Giarmo joined us as Vice President on December 1, 1998. Since that
time, he has developed numerous DVD product lines, award nominated productions
and e-commerce Web sites. Mr. Giarmo is in charge of production of our products,
and has been personally responsible for the production of our anime products and
certain of our concert videos. We received the AVN 2002 Award for best DVD menus
primarily as a result of Mr. Giarmo's efforts. Prior to joining NuTech, Mr.
Giarmo was employed by Metro Global Media, Inc. ("Metro"). Mr. Giarmo joined
Metro in September 1995 as a CD-Rom Specialist, creating interactive games and
developing products based on Mac/PC formats. In 1996 Mr. Giarmo was promoted to
Managing Director after launching and marketing various award winning product
lines. In 1997 Mr. Giarmo was promoted to Vice President, Product Development.
During his last year with Metro, Mr. Giarmo created the first true perspective
multi-angle DVD. From 1988 until he joined Metro, Mr. Giarmo was employed by the
company he founded, Compu-Doc, a computer service company that provided services
primarily to military and educational facilities. Working closely with state
educational facilities, Compu-Doc became a licensed authorized service center
for IBM, HP, Digital and Zenith data systems, among others. After becoming one
of the largest service centers for Zenith data systems, and earning Factory
Service Status, Compu-Doc eventually became the sole provider of all service for
the tri-state military installations. Compu-Doc opened a retail division in
1992, the focus of which was custom-built, high performance computer systems.
Mr. Giarmo has been a director of NuTech since May 2001.

YEGIA ELI ARAMYAN, DIRECTOR NOMINEE
Director since June 2002
Age 50

Mr. Aramyan joined NuTech in 2001 as an accountant, responsible for
maintaining our general ledger, preparing financial statements, undertaking
internal auditing and working with our independent auditors on our financial
statement preparation. Prior to joining NuTech, Mr. Aramyan worked for 20 years
as Group Controller and Accounting Manager for various companies in an
investment group, including Morfi International and Sobleski USA. His
responsibilities included budgeting, control, tax, audit, consolidations and
general ledger and supporting work. On a consulting basis, Mr. Aramyan has
worked for a number of high technology firms, performing accounting and
implementing information systems. Mr. Aramyan earned his Bachelor of Arts and
Masters of Arts degrees in Economics and Finance from the University of Armenia.
Mr. Aramyan became a director in June 2002.

JAY S. HERGOTT, DIRECTOR NOMINEE
Director since March 2003
Age 58

Mr. Hergott was appointed to the Company's Board of Directors in March
2003. Mr. Hergott is a practicing attorney and has been a member of the Illinois
Bar Association since 1973 and a member of the California Bar Association since
1976. In 1988 he founded, and is the President of, Castlewood Development
Company, a real estate development and residential construction firm which is
located in Northbrook, Illinois. From 1977 to 1981 Mr. Hergott was a member of
the Midwest Stock Exchange and since 1976 he has been a member of the Chicago
Board Options Exchange. Mr. Hergott received his B.A. degree in Government from
Southern Illinois University in 1969 and his Juris Doctor from the Illinois
Institute of Technology in 1972.

DIRECTOR NOMINATION PROCESS

Our Board of Directors does not have a standing nominating committee or
a charter governing the manner in which individuals are nominated to the Board.
All of our Board members participate in the nominating process. No member of our
Board of Directors is "independent", as that term is defined in Rule 4200(a)(14)
of the National Association of Securities Dealers Marketplace Rules, because all
of our directors are also our employees.

The Board of Directors does not have a policy with regard to the
consideration of candidates to the Board recommended by stockholders. The Board
has made no determination as to whether or not such a policy should be adopted.
The Board of Directors will consider candidates recommended by stockholders.
Stockholders wishing to recommend a candidate for membership on the Board of
Directors should submit to us the name of the individual and other pertinent
information, including a short biography and contact information. We have not
received a nomination from any of our stockholders.

We do not have specific minimum qualifications that a person must meet
in order to serve on our Board of Directors. Because our Board is small, our
goal is to achieve a balance among the members, so that the knowledge,
experience and capabilities each brings to the group will complement the others.
To this end, we seek nominees with an understanding of our business and
industry, or with education or other business experience that can bring value to
our operations. To date, we have not paid any third parties to assist us in
finding suitable candidates to serve as directors. All of our nominees are
directors standing for re-election. Two of the directors standing for
re-election are also our officers. Each nominee to our Board of Directors
expressed a willingness to serve during the next fiscal year and, based on a
review of his qualifications, each nominee was deemed to be a suitable candidate
for nomination.

COMMUNICATIONS WITH MEMBERS OF OUR BOARD OF DIRECTORS

The Board of Directors has not established a formal process for
stockholders to send communications to its members. Any stockholder may send a
communication to any member of the Board of Directors in care of our address
below:

NuTech Digital, Inc.
7900 Gloria Avenue
Van Nuys, California 91406
Telephone: (818) 994-3831

If a communication is sent to our address, we will forward any such
communication to the Board member. If the stockholder would like the
communication to be confidential, it should be so marked.

MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION ABOUT COMMITTEES

The Board of Directors took action 21 times by written consent during
the 2003 fiscal year. There was one formally called meeting of the Board of
Directors during the 2003 fiscal year, which was attended by all directors.

All the directors who were members of the Board of Directors during the
2003 fiscal year attended the 2003 Annual Meeting. We have no policy with regard
to the attendance by Board members at our Annual Meetings.

Our Board of Directors does not have a nominating committee, an audit
committee or a compensation committee. No person serving as a director qualifies
as an "audit committee financial expert", as defined by the Sarbanes Oxley Act
of 2002 and the regulations promulgated under the Securities Act of 1933 and the
Securities Exchange Act of 1934. In forming our Board of Directors, we sought
out individuals who would be able to guide our operations based on their
business experience, both past and present, or their education. Our business
model is not complex and our accounting issues are straightforward.
Responsibility for our operations is centralized within management, which is
comprised of four people. We rely on the assistance of others, such as
independent contractor accountants, to help us with the preparation of our
financial statements. We recognize that having a person who possesses all of the
attributes of an audit committee financial expert would be a valuable addition
to our Board of Directors, however, we are not, at this time, able to compensate
such a person therefore, we may find it difficult to attract such a candidate.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES.

PROPOSAL #2 - RATIFICATION OF FARBER & HASS LLP AS OUR INDEPENDENT AUDITORS FOR
2004

The Board of Directors requests that the stockholders ratify its
selection of Farber & Hass LLP as our independent auditors for the current
fiscal year.

CHANGES IN INDEPENDENT PUBLIC ACCOUNTANTS

Moffitt & Company, P.C., the independent accountants whom we had
engaged as the principal accountants to audit our consolidated financial
statements for the periods ended December 31, 2001 and December 31, 2000,
resigned effective October 11, 2002. On November 11, 2002, we engaged Farber &
Hass LLP as our new principal independent accountants to audit our consolidated
financial statements for the year ending December 31, 2002.

The report of Moffitt & Company, P.C. on our financial statements as of
and for the years ended December 31, 2000 and December 31, 2001 did not contain
an adverse opinion, or a disclaimer of opinion. During the one-year period ended
December 31, 2001, and the interim period from January 1, 2002 through the date
of resignation by Moffitt & Company, P.C., we did not have any disagreements
with Moffitt & Company, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moffitt & Company, P.C.,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.

Prior to engaging Farber & Hass LLP, we did not consult Farber & Hass
LLP regarding the application of accounting principles to a specified
transaction, completed or proposed, or the type of audit opinion that might be
rendered on our financial statements.

Representatives of Farber & Hass LLP, independent public auditors for
the Company for the 2002 fiscal year, will be present at the Annual Meeting,
will have an opportunity to make a statement, and will be available to respond
to appropriate questions.

DISCLOSURE OF FEES BILLED BY OUR AUDITORS

The following table sets forth fees billed to us by our auditors during
the fiscal years ended December 31, 2003 and December 31, 2002 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (iii) services rendered in connection
with tax compliance, tax advice and tax planning, and (iv) all other fees for
services rendered.

DECEMBER 31, 2003 DECEMBER 31, 2002
----------------- -----------------

(i) Audit Fees $ 32,500 $ 31,288
(ii) Audit Related Fees $ 0 $ 3,175
(iii) Tax Fees $ 0 $ 0
(iv) All Other Fees $ 0 $ 0

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF FARBER & HASS
LLP AS OUR INDEPENDENT AUDITORS FOR 2004.

PROPOSAL #3 - APPROVAL OF STOCK OPTION GRANTS TO OFFICERS

As described below, our Board of Directors recently approved grants of
stock options to Lee Kasper, our President, Joseph Giarmo, our Vice President,
Yegia Eli Aramyan, our general operations officer and Jay S. Hergott. Our Board
of Directors was not required to obtain stockholder approval to grant these
options, however, we are requesting stockholder approval so that the grants will
meet the requirements of Section 422 of the Internal Revenue Code and thereby
qualify as "incentive" stock option grants.

On June 18, 2004, Lee Kasper was granted an option to purchase
2,000,000 shares of common stock at a price of $0.385 per share, 110% of the
fair market value on the date of grant. The term of the option is five years.
Mr. Kasper will have the right to purchase 1,000,000 shares if we earn at least
$2,000,000 in any calendar quarter during the 2004 fiscal year. Mr. Kasper's
right to purchase an additional 500,000 shares will vest if we earn at least
$5,000,000 in revenues during the 2004 fiscal year. The right to purchase
500,000 shares will vest if we successfully produce at least two major music
concerts during the 2004 fiscal year. A major music concert is defined as a
concert having a production budget that is no less than $250,000. We have
successfully produced two major music concerts during the 2004 fiscal year.

On June 18, 2004, Joseph Giarmo was granted an option to purchase
300,000 shares of common stock at a price of $0.35 per share, the fair market
value on the date of grant. The term of the option is ten years. The right to
purchase 150,000 shares vested immediately, in recognition of Mr. Giarmo's
efforts in filming our first music concert. Mr. Giarmo's right to purchase
50,000 shares will vest if we earn at least $2,000,000 in any calendar quarter
during the 2004 fiscal year. Mr. Giarmo will have the right to purchase an
additional 50,000 shares if we earn at least $5,000,000 in revenues during the
2004 fiscal year. The right to purchase the remaining 50,000 shares will vest if
we successfully produce at least two major music concerts during the 2004 fiscal
year. A major music concert is defined as a concert having a production budget
that is no less than $250,000.

On September 1, 2004, Joseph Giarmo was granted an option to purchase
1,000,000 shares of common stock at a price of $0.26 per share, the fair market
value on the date of grant. The term of the option is ten years. The right to
purchase 500,000 shares vested on the date of grant while the right to purchase
the remaining 500,000 shares will vest on October 1, 2004.

On June 18, 2004, Yegia Eli Aramyan was granted an option to purchase
100,000 shares of common stock at a price of $0.35 per share, the fair market
value on the date of grant. The term of the option is ten years. The right to
purchase 25,000 shares vested on the date of grant, in recognition of Mr.
Aramyan's past service to us. The right to purchase the remaining 75,000 shares
vests over a three year period, 25,000 shares per year, on the anniversary date
of the date of grant.

On September 1, 2004, Jay S. Hergott was granted an option to purchase
40,000 shares of common stock at a price of $0.26 per share, the fair market
value on the date of grant. The term of the option is ten years. The option was
fully vested on the date of grant.

Mr. Kasper, Mr. Giarmo, Mr. Aramyan and Mr. Hergott are all directors
who are currently standing for re-election and Mr. Kasper and Mr. Giarmo are
officers. No other employees are entitled to receive benefits pursuant to these
individual employee plans, although our Board of Directors has also adopted the
NuTech Digital, Inc. 2001 Equity Incentive Plan, pursuant to which employees,
directors, consultants and agents may receive our securities.

If our stockholders approve the option grants described above, we
believe they will qualify as incentive stock options under Internal Revenue Code
ss.422. If the option grants described above are not approved by our
stockholders, or if for some other reason they fail to qualify as incentive
stock options, they will be non-qualified stock options.

A recipient of the awards described above will recognize no income upon
grant of an incentive stock option and incur no tax on its exercise (unless the
recipient is subject to the alternative minimum tax). If the recipient holds the
stock acquired upon exercise of an incentive stock option (the "ISO Shares") for
more than one year after the date the option was exercised and for more than two
years after the date the option was granted, the recipient generally will
realize capital gain or loss (rather than ordinary income or loss) upon
disposition of the ISO Shares. This gain or loss will be equal to the difference
between the amount realized upon such disposition and the amount paid for the
ISO Shares.

If the recipient disposes of ISO Shares prior to the expiration of
either required holding period described above, the gain realized upon such
disposition, up to the difference between the fair market value of the ISO
Shares on the date of exercise (or, if less, the amount realized on a sale of
such shares) and the option exercise price, will be treated as ordinary income.
Any additional gain will be long-term capital gain, depending upon the amount of
time the ISO Shares were held by the recipient.

A recipient will not recognize any taxable income at the time a
non-qualified stock option is granted. However, upon exercise of a non-qualified
stock option, the recipient will include in income as compensation an amount
equal to the difference between the fair market value of the shares on the date
of exercise and the recipient's exercise price. The included amount will be
treated as ordinary income by the recipient and may be subject to withholding.
Upon resale of the shares by the recipient, any subsequent appreciation or
depreciation in the value of the shares will be treated as capital gain or loss.
There is no tax consequence to NuTech Digital, Inc. as a result of either the
grant or the vesting of non-qualified stock options. There is also no tax
consequence to NuTech Digital, Inc. as a result of either the grant or the
vesting of incentive stock options. However, if an employee fails to meet the
rules governing incentive stock options (for example, by selling the stock
sooner than the rules allow), NuTech Digital, Inc. would be allowed a tax
deduction to the extent that the employee had ordinary taxable income from the
disqualified incentive stock option. NuTech Digital, Inc. is required to
withhold FICA, Medicare and federal income taxes from both employees and former
employees upon disqualified dispositions of incentive stock options. NuTech
Digital, Inc. is also subject to FICA, Medicare and FUTA on the amounts that are
deemed to be wages.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE GRANT OF AWARDS TO
CERTAIN OFFICERS, AS DESCRIBED ABOVE.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Other than Lee Kasper, our Chief Executive Officer and President, as of
August 26, 2004 there were no individuals that owned more than 5% of our Common
Stock. Mr. Kasper's stockholdings are set forth below.

The following table sets forth, as of August 26, 2004, information with
respect to the shares of Common Stock beneficially owned by (i) each director
and director nominee; (ii) each person (other than a person who is also a
director and/or a director nominee) who is an executive officer named in the
Summary Compensation Table below; and (iii) all executive officers and directors
as a group. The term "executive officer" is defined as the Chief Executive
Officer/President, Vice-President or any other person who performs similar
policy making functions for the Company.

AMOUNT AND NATURE OF
BENEFICIAL
TITLE OF CLASS NAME(1) OWNERSHIP(2)(3) PERCENT OF CLASS
- -------------- ------------------------------------------------ ----------------------- ----------------

Common Stock Lee Kasper, Executive Officer and Director(4) 9,026,178 Shares/Direct 38.68%
Ownership

Common Stock Joseph Giarmo, Executive Officer and Director(5) 925,000 Shares/Direct 3.96%
Ownership

Common Stock Yegia Eli Aramyan(6) 175,000 Shares/Direct *
Ownership

Common Stock Jay S. Hergott(7) 247,500 Shares/Indirect 1.06%
Ownership(8)

All Current Directors and Executive Officers as a Group (4 persons) 10,373,678 43.70%

* Less than 1%.
(1) The business address of each person named is c/o NuTech Digital, Inc.,
7900 Gloria Avenue, Van Nuys, CA 91406.
(2) Based on 20.733,721 shares of Common Stock outstanding on the transfer
records as of August 26, 2004.
(3) Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act
of 1934. Under Rule 13d-3(d)(1), shares not outstanding which are
subject to options, warrants, rights or conversion privileges
exercisable within 60 days are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but not
deemed outstanding for the purpose of calculating the percentage owned
by each other person listed. The Company believes that each individual
or entity named has sole investment and voting power with respect to
shares of Common Stock indicated as beneficially owned by them, subject
to community property laws, where applicable, except where otherwise
noted.
(4) Includes 500,000 shares of Common Stock issuable upon exercise of an
option granted to Mr. Kasper on January 9, 2004, 700,000 shares of
Common Stock issuable upon exercise of an option granted to Mr. Kasper
on May 30, 2003 and 500,000 shares granted to Mr. Kasper on June 18,
2004. As of August 26, 2004, Mr. Kasper was entitled to purchase
1,700,000 shares of Common Stock.
(5) Includes 300,000 shares of Common Stock issuable upon exercise of an
option granted to Mr. Giarmo on May 30, 2003, 25,000 shares of Common
Stock issuable upon exercise of an option for the purchase of 50,000
shares granted to Mr. Giarmo on October 7, 2003, 100,000 shares of
Common Stock issuable upon exercise of an option for the purchase of
100,000 shares granted to Mr. Giarmo on January 9, 2004 and 150,000
shares of Common Stock issuable upon exercise of an option for the
purchase of 300,000 shares granted to Mr. Giarmo on June 18, 2004. As
of August 26, 2004, Mr. Giarmo was entitled to purchase 575,000 shares
of Common Stock.
(6) Includes 50,000 shares of Common Stock issuable upon exercise of an
option granted to Mr. Aramyan on October 7, 2003 for the purchase of
100,000 shares of Common Stock, 100,000 shares of Common Stock issuable
upon exercise of an option granted to Mr. Aramyan on May 30, 2003 and
25,000 shares of Common Stock issuable upon exercise of an option to
purchase 100,000 shares granted to Mr. Aramyan on June 18, 2004. As of
August 26, 2004, Mr. Aramyan was entitled to purchase 175,000 shares.

(7) Includes 25,000 shares of Common Stock issuable upon the exercise of an
option granted to Mr. Hergott on May 30, 2003 and a warrant to purchase
125,000 shares of Common Stock acquired by Mr. Hergott in February 2004
as part of a unit offering made by the Company.
(8) Mr. Hergott's securities are held by the Jay S. Hergott Revocable
Trust. Mr. Hergott is the trustee and a beneficiary of this trust.

COMPENSATION OF DIRECTORS

Our bylaws permit us to compensate our directors upon resolution by the
Board of Directors. The Board of Directors has agreed to pay to Mr. Jay S.
Hergott, for his services as a director, the sum of $10,000 per year. Our
remaining three directors have not received compensation for their services as
directors.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who own more than 10% of our Common Stock to file
reports of ownership and changes in ownership of our Common Stock with the
Securities and Exchange Commission. Directors, executive officers and persons
who own more than 10% of our Common Stock are required by Securities and
Exchange Commission regulations to furnish to us copies of all Section 16(a)
forms they file.

To our knowledge, based solely upon review of the copies of such
reports received or written representations from the reporting persons, we
believe that during our 2003 fiscal year our directors, executive officers and
persons who own more than 10% of our common stock complied with all Section
16(a) filing requirements with the exception of the following: Form 4s reporting
option grants made in May 2003 to Lee Kasper, Joseph Giarmo, Yegia Eli Aramyan
and Jay S. Hergott were filed within three days, rather than within two days, of
the grants, Form 4s reporting option grants made to Joseph Giarmo and Yegia Eli
Aramyan in October 2003 were filed within three days, rather than within two
days, of the grants, Mr. Kasper and Mr. Aramyan filed Form 5s on the 48th day,
rather than the 45th day, following the end of the fiscal year, and Mr. Giarmo
has not yet filed a Form 4 to report a trade of securities that occurred in
December 2003. The value of the trade was less than $4,000.

IDENTIFICATION OF EXECUTIVE OFFICERS

LEE KASPER, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

See discussion of business experience above.

JOSEPH GIARMO, VICE PRESIDENT AND SECRETARY

See discussion of business experience above.

SUMMARY COMPENSATION

During the 2003 fiscal year, Mr. Lee Kasper, our Chief Executive
Officer and President, and Mr. Joseph Giarmo, our Vice President, were the only
executive officers receiving compensation of at least $100,000 per year. The
following table sets forth information as to the compensation paid or accrued to
Mr. Kasper and Mr. Giarmo, as well as to compensation paid to our director, Mr.
Jay Hergott, for his services as a director, and to Mr. Yegia Eli Aramyan,
another of our directors, for his services as an officer, for the three years
ended December 31, 2003, December 31, 2002 and December 31, 2001:

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
----------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------------------------------------------------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAYOUT COMPENSATION
POSITION YEAR ($) ($) ($) ($) SARS(1) ($) ($)
- -------------------- ---- ---------- ------ ------------ ---------- ----------- -------- ------------

Lee Kasper, 2003 $ 413,077 --- --- --- 700,000 --- $39,600(4)
Director, CEO, 2002 $ 410,769(1) --- --- --- 500,000(3) --- $39,600(4)
President, CFO 2001 $ 542,673(2) --- --- --- --- --- $39,600(4)

Joseph Giarmo, 2003 $ 128,349 --- --- --- 350,000 --- 12,750(5)
Director 2002 $ 159,228 --- --- --- 300,000(3) ---
Vice President 2001 $ 131,553 --- --- --- --- --- 5,000(5)
Secretary

Jay S. Hergott 2003 $ 10,000 --- --- --- 25,000
Director 2002 $ 5,000 --- --- --- --- --- ---
2001 0 --- --- --- --- --- ---

Yegia Eli Aramyan 2003 $ 62,838 --- --- --- 200,000
Director, Accountant 2002 $ 56,461 $ 750 --- --- 75,000(3)
2001 $ 21,635 $1,000 --- ---

(1) Of the amount shown as compensation paid to Mr. Kasper in 2002, the payment
of $41,538 was deferred at Mr. Kasper's election. This amount was paid in the
2003 fiscal year.

(2) Of the amount shown as compensation paid to Mr. Kasper in 2001, $362,673 was
paid to him as a dividend and $180,000 was paid as salary.

(3) This option grant was cancelled, without exercise, on December 10, 2003.

(4) These amounts represent expenses paid in connection with Mr. Kasper's
automobile.

(5) This amount constitutes payments made to Mr. Giarmo pursuant to a joint
venture agreement he entered into with us whereby he advanced funds in the
amount of $60,000 for the acquisition of licensing rights to certain anime
products. Mr. Giarmo is repaid at the rate of $0.25 for each unit of the product
sold. This agreement will terminate once Mr. Giarmo is paid a total of $120,000.

We do not have a long term incentive plan or arrangement of
compensation with any individual in the group of officers and directors.

EMPLOYMENT AGREEMENTS

Our Board of Directors is currently considering an employment agreement
for Mr. Lee Kasper. As of January 1, 2004, we have paid Mr. Kasper the salary
required under the employment agreement, even though the Board of Directors has
not yet approved the agreement.

EQUITY INCENTIVE PLAN

Our Board of Directors and our shareholders have approved the NuTech
Digital, Inc. 2001 Equity Incentive Plan which permits us to grant, for a ten
year period, both stock purchase rights and stock options. We had originally
reserved 3,500,000 shares of our common stock for issuance to our directors,
employees and consultants under the Plan. In January of each year we are
permitted to increase the number of shares of common stock reserved for awards
to an amount that does not exceed 30% of all of our issued and outstanding
shares. On January 1, 2004, we increased the number of shares of common stock
reserved for awards by 252,747 shares. The Plan is administered by the Board of
Directors. As the administrator of the Plan, the Board of Directors has the
authority and discretion, subject to the provisions of the Plan, to select
persons to whom stock purchase rights or options will be granted, to designate
the number of shares to be covered by each option or stock purchase right, to
specify the type of consideration to be paid, and to establish all other terms
and conditions of each option or stock purchase right. Options granted under the
Plan will not have a term that exceeds ten years from date of grant. As of
December 31, 2003, we granted options to purchase a total of 1,975,000 shares of
our common stock under the Plan.

The following tables set forth certain information concerning the
granting and exercise of stock options during the last completed fiscal year by
each of the named executive officers and our directors, Mr. Jay Hergott and Mr.
Yegia Eli Aramyan, and the fiscal year-end value of unexercised options on an
aggregated basis:

OPTION/SAR GRANTS FOR LAST
FISCAL YEAR-INDIVIDUAL GRANTS(1)

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS GRANTED
OPTIONS/SARS TO EMPLOYEES IN
NAME GRANTED (#) FISCAL YEAR EXERCISE PRICE ($/SH) EXPIRATION DATE
- --------------------------------------------------------------------------------------------------------------------

Lee Kasper 700,000 35.4% $0.176/share May 29, 2008

Joseph Giarmo 300,000 15.2% $0.16/share May 29, 2013
50,000 2.5% $0.50/share October 6, 2013

Jay S. Hergott 25,000 1.3% $0.16/share May 29, 2013

Yegia Eli Aramyan 100,000 5% $0.16/share May 29, 2013
100,000 5% $0.50/share October 6, 2013
- --------------------------------------------------------------------------------------------------------------------

(1) Option grants made to Mr. Kasper, Mr. Giarmo and Mr. Aramyan were incentive
stock option grants. The grant made to Mr. Hergott was a non-qualified stock
option grant.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES(1)

VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END (#) AT FY-END ($)(2)
SHARES ACQUIRED VALUE REALIZED(1) UNEXERCISABLE/ UNEXERCISABLE/
NAME ON EXERCISE (#) ($) EXERCISABLE EXERCISABLE
- --------------------------------------------------------------------------------------------------------------------

Lee Kasper -0- -0- 700,000/0 $0/$345,000

Joseph Giarmo -0- -0- 175,000/175,000 $89,250/$89,250
-0- -0- 25,000/25,000 $4,250/$4,250

Jay S. Hergott -0- -0- 0/25,000 $0/$12,750

Yegia Eli Aramyan -0- -0- 0/100,000 $0/$51,000
0/100,000 $0/$17,000
- --------------------------------------------------------------------------------------------------------------------

(1) Value realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market value of
the common stock on the date the options are exercised.
(2) The value of unexercised options is determined by calculating the difference
between the fair market value of the securities underlying the options at fiscal
year end and the exercise price of the options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In order to fund working capital requirements, we have from time to
time borrowed money on an unsecured basis from persons who are executive
officers, directors and/or beneficial holders of 5% or more of our common stock,
or their affiliates. Our unpaid principal indebtedness to these persons is set
forth below.

In October 2000, we received an unsecured loan in the amount of
$100,000 from Mrs. Elynor Kasper, Mr. Lee Kasper's mother. Simple interest
accrued on this loan at the rate of 10% per year. The unpaid principal balance
of this loan was $60,000. This loan was paid in full in February 2004.

In March 2001, we entered into an arrangement with our Vice-President,
Mr. Joseph Giarmo, whereby Mr. Giarmo advanced funds in the amount of $60,000
for the acquisition of licensing rights to certain films. Mr. Giarmo receives
$0.25 for each unit of the films that are sold. This loan was paid in full in
February 2004.

In May 2001, we obtained an unsecured loan from Brandon Kasper in the
amount of $7,418, which accrued interest at the rate of 7% and was due to be
paid on demand. Brandon Kasper is Mr. Lee Kasper's son. We paid this loan in
full in April 2003.

In May 2001, we obtained an unsecured loan from Ryan Kasper in the
amount of $7,467, which accrued interest at the rate of 7% and was due to be
paid on demand. Ryan Kasper is Mr. Lee Kasper's son. We paid this loan in full
in April 2003.

In May 2001, we obtained an unsecured loan from Jordan Kasper in the
amount of $3,555, which accrued interest at the rate of 7% and was due to be
paid on demand. Jordan Kasper is Mr. Lee Kasper's son. We paid this loan in full
in April 2003.

On September 15, 2003 we received an unsecured loan from Mr. Lee Kasper
in the amount of $300,000. The term of the loan was one year. Simple interest
accrued on the unpaid principal at the rate of 10% per year. The loan was paid
in full in February 2004.

On September 18, 2003 we received an unsecured loan from the Brandon G.
Kasper Trust, a trust created for the benefit of Mr. Kasper's child. The amount
of the loan was $33,334. The term of the loan was one year. Simple interest
accrued on the unpaid principal at the rate of 10% per year. The loan was paid
in full in February 2004.

On September 18, 2003 we received an unsecured loan from the Ryan S.
Kasper Trust, a trust created for the benefit of Mr. Kasper's child. The amount
of the loan was $33,333. The term of the loan was one year. Simple interest
accrued on the unpaid principal at the rate of 10% per year. The loan was paid
in full in February 2004.

On September 18, 2003 we received an unsecured loan from the Jordan M.
Kasper Trust, a trust created for the benefit of Mr. Kasper's child. The amount
of the loan was $33,333. The term of the loan was one year. Simple interest
accrued on the unpaid principal at the rate of 10% per year. The loan was paid
in full in February 2004.

On September 18, 2003 we receive an unsecured loan from Mr. Lee Kasper
in the amount of $60,000. The term of the loan was one year. Simple interest
accrued on the unpaid principal at the rate of 10% per year. The loan was paid
in full in February 2004.

Aside from the foregoing loans, we have also entered into the following
transactions with our President and Chief Executive Officer, Mr. Lee Kasper.

In July 2000, Mr. Kasper provided both his personal residence and his
personal guaranty as security for a loan in the amount of $900,000 that we
borrowed through the Small Business Administration. We make monthly payments of
principal and interest in the amount of $6,414.

In March 2002, Mr. Kasper also agreed to personally guarantee our bank
line of credit in the amount of $650,000. We breached certain covenants of the
loan agreement and our lender, U.S. Bank, N.A. wanted us to repay the loan. On
November 7, 2002, U.S. Bank, N.A. agreed to make a loan in the amount of
$640,000 to Mr. Lee Kasper, who used the proceeds to pay-off our line of credit.
The loan to Mr. Kasper requires 30 monthly payments of $21,333 plus interest at
3% over prime. We pledged all of our assets as collateral for repayment of the
loan and we have guaranteed repayment of the loan.

In February 2003, Mr. Kasper received a personal loan of $500,000. The
interest rate of the loan is 3% and the term is 36 months. Mr. Kasper loaned
these funds to use on terms identical to the terms he received.

In February 2004 we closed a private offering of our securities. Each
investor received a warrant to purchase an additional two shares of common stock
for each single share of common stock purchased. The unit price was $0.40 per
share. The warrant exercise price is $0.75 per share. The warrants, if not
exercised, will expire 10 years from the date of grant. Our director, Mr. Jay
Hergott, purchase a total of 62,500 units in this offering.

STOCKHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

To be considered for inclusion in next year's Proxy Statement,
stockholder proposals must be received at our principal executive offices no
later than the close of business on May 1, 2005.

Notice of intention to present a proposal at the 2004 Annual Meeting
should be addressed to Corporate Secretary, NuTech Digital, Inc., 7900 Gloria
Avenue, Van Nuys, California 91406. We reserve the right to reject, rule out of
order, or take other appropriate action with respect to any proposal that does
not comply with these and other applicable requirements. Any stockholder
proposal for next year's Annual Meeting submitted after May 1, 2005 will not be
considered filed on a timely basis. For proposals that are not timely filed, the
Company retains discretion to vote proxies it receives. For proposals that are
timely filed, the Company retains discretion to vote proxies it receives,
provided that (i) the Company includes in its Proxy Statement advice on the
nature of the proposal and how it intends to exercise its voting discretion and
(ii) the proponent does not issue a Proxy Statement.

TRANSACTION OF OTHER BUSINESS

Management does not know of any matters to be brought before the
meeting other than those referred to in this Proxy Statement. If any matters
which are not specifically set forth in the form of proxy and this Proxy
Statement properly come before the meeting, the persons designated as proxies
will vote thereon in accordance with their best judgment.

PROXY

NUTECH DIGITAL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON OCTOBER 15, 2004

This proxy will be voted as specified by the stockholder. If no
specification is made, all shares will be voted "FOR" the approval of the two
proposals set forth in the proxy statement.

The stockholder(s) represented herein appoint(s) Lee Kasper and/or
Joseph Giarmo proxy with the power of substitution to vote all shares of Common
Stock entitled to be voted by said stockholder(s) at the Annual Meeting of the
Stockholders of NuTech Digital, Inc. to be held at the Company's offices located
at 7900 Gloria Avenue, Van Nuys, California 91406, on October 15, 2004 at 10:00
a.m., and in any adjournment or postponement thereof as specified in this proxy.

PROPOSAL #1-ELECTION OF DIRECTORS

Lee Kasper FOR [_] AGAINST [_] ABSTAIN [_]

Joseph Giarmo FOR [_] AGAINST [_] ABSTAIN [_]

Yegia Eli Aramyan FOR [_] AGAINST [_] ABSTAIN [_]

Jay S. Hergott FOR [_] AGAINST [_] ABSTAIN [_]

PROPOSAL #2-RATIFICATION OF FARBER & HASS LLP AS OUR INDEPENDENT AUDITORS FOR
2004

FOR [_] AGAINST [_] ABSTAIN [_]

PROPOSAL #3-APPROVAL OF STOCK OPTION GRANTS TO OFFICERS AND DIRECTORS

FOR [_] AGAINST [_] ABSTAIN [_]

PLEASE MARK, DATE AND SIGN YOUR PROXY CARD AND MAIL IT IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE.

IN THEIR DISCRETION, PROXIES ARE ENTITLED TO VOTE UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENT THEREOF.

Signature_______________________ Date_______