I have a 32GB Ipod and its lock do not know pass code

If you cannot connect it to the computer to which the device was last connected (or the device was never connected to a computer) you will have to use recovery mode to completely reset the device, losing all data:

iOS: Unable to update or restore - http://support.apple.com/kb/HT1808 - recovery mode (e.g., cannot connect to computer last used to sync device, iTunes still asks for a password)

Did you plae the iPod in Recovery Mode like Limnos said?