SecProbe.io

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Mail Stop 3561

 					February 15, 2006

Mr. Steven P. Wyandt
Chief Executive Officer and Chief Financial Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

	Re:	Nitches, Inc.
		Form 10-K for Fiscal Year Ended August 31, 2005
      Filed December 15, 2005
      Form 10-Q for Fiscal Quarter Ended November 30, 2005
      Form 8-K/A Filed January 10, 2006
		File No. 0-13851

Dear Mr. Wyandt:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended August 31, 2005

Consolidated Financial Statements, page 16

Consolidated Balance Sheets, page 19
1. Please explain your basis for netting advances due to factor
against receivables due from factor as disclosed in Note 5.
Ensure
your response addresses whether you have a right of setoff as
described in FIN 39.  In light of the fact that the advances are
collateralized by all of your assets, rather than just the
factored
receivables, we assume that legal right of offset does not exist.
Rule 5-02.19(2) of Regulation S-X requires separate balance sheet
presentation of amounts due to factors.  Please revise or advise.

Consolidated Statements of Cash Flows, page 22
2. Please tell us why you do not reflect advances received from
the
factor as a financing cash inflow given that the advances
represent
interest bearing obligations received in advance of the factor`s
collection from your end customer or expiration of the contractual
six-month waiting period after which the factor is required to
fund
your receivables.  The receipt of advances from the factor does
not
appear to satisfy any of the criteria of an operating cash flow as
defined in paragraph 22 of SFAS 95.  Rather, it appears that
advances
received from the factor satisfy paragraphs 18 and 19b of SFAS 95,
which require financing cash flow classification.  We assume that
your factor applies cash received from your customers to reduce
advances.  If our assumption is true, you should reflect a
financing
cash outflow to reflect the repayment of a borrowing consistent
with
paragraph 20b of SFAS 95 and an operating cash inflow to reflect
receipt of cash as a result of collection or sale of receivables
consistent with paragraph 22a of SFAS 95.  Please revise or
advise.
Ensure your response explains how your cash flow presentation for
advances from your factor and repayments of advances to your
factor
compares to the presentation used by Designer Intimates, Inc. and
explain any differences in presentation with reference to
authoritative literature.

Note 6 - Income Taxes, page 26
3. Please disclose the amount and expiration date of your net
operating loss carry forward.  See paragraph 48 of SFAS 109.

Item 9A. Controls and Procedures, page 32
4. In future filings, please refer to the disclosure controls and
procedures defined in Exchange Act Rules 13a-15(e) and 15d-15(e),
rather than the old location that you refer to now.  See Item 307
of
Regulation S-K.
5. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the date of this report."  However, Item
307
of Regulation S-K requires that your certifying officers disclose
their conclusions regarding the effectiveness of your disclosure
controls and procedures "as of the end of the period covered by
the
report."  In future filings, please revise accordingly.
Additionally, for Form 10-K for fiscal year ended August 31, 2005
and
Form 10-Q for fiscal quarter ended November 30, 2005, please
confirm
to us that your conclusion regarding effectiveness would not
change
had your disclosure been as of the end of the period covered by
the
report.
6. You state that your certifying officers concluded that your
disclosure controls and procedures were effective "in timely
alerting
of the material information required to be included in the
periodic
filings with the Securities and Exchange Commission and that the
information required to be disclosed in these filings is recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the Commission."  In future filings,
please
also state, if true, whether the same officers concluded the
controls
and procedures were effective in "ensur[ing] that information
required to be disclosed by an issuer in the reports that it files
or
submits under the Act is accumulated and communicated to the
issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure."  See
Exchange
Act Rule 13a-15(e).  Additionally, for Form 10-K for fiscal year
ended August 31, 2005 and Form 10-Q for fiscal quarter ended
November
30, 2005, please confirm to us that your conclusion regarding
effectiveness would not change had such statements been included
in
the filing.
7. For Form 10-K for fiscal year ended August 31, 2005 and Form
10-Q
for fiscal quarter ended November 30, 2005, please confirm to us,
if
true, that you had no change in internal control over financial
reporting during the last fiscal quarter that has materially
affected
or is reasonably likely to materially affect, your internal
control
over financial reporting.  Otherwise, please revise to include the
disclosures required by Item 308(c) of Regulation S-K.

Part III, page 32
8. Please amend Form 10-K to provide the information required by
Part
III of Form 10-K.  Although you disclose that this information is
incorporated by reference from your definitive proxy statement,
such
statement has not been filed with the Commission.  Refer to
General
Instruction G(3) to Form 10-K, which states that such statement
must
be filed no later than 120 days after the end of the fiscal year
covered by Form 10-K.

Exhibit 31
9. Please amend Form 10-K to revise your certification for the
following items:
* Revise paragraph 4 a) to include the omitted language: "or
caused
such disclosure controls and procedures to be designed under our
supervision."
* Revise paragraph 4 b) to include the omitted language: "or
caused
such internal control over financial reporting to be designed
under
our supervision."
* Revise paragraph 5 a) to include the verbatim language: "All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant`s ability to
record, process, summarize and report financial information;
and..."
* Replace references to "annual report" with "report."
Note that the language of the certifications required by Section
302
of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K should not
be
altered.

Form 10-Q for Fiscal Quarter Ended November 30, 2005

Notes to Condensed Consolidated Financial Statements, page 6

General
10. Please provide the goodwill and intangible asset disclosures
required by paragraph 45 of SFAS 142.  Note that such disclosures
are
required for each period for which a statement of financial
position
is presented.

Note 5 - Trade Accounts Receivable, page 6
11. Please explain to us why the "allowance for customer credits
and
doubtful accounts" increased significantly as a percentage of
"receivables assigned to factor with recourse" and "non-factored
accounts receivable" from August 31, 2005 to November 30, 2005.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 8

Critical Accounting Policies, page 8

Valuation of Goodwill, Long-Lived Assets and Intangible Assets,
page
9
12. Your disclosure suggests that you perform impairment tests
with
respect to goodwill and intangible assets not subject to
amortization
only when impairment indicators exist.  In accordance with
paragraphs
17 and 26 of SFAS 142, such assets should be tested for impairment
on
an annual basis and between annual tests in certain circumstances.
Please revise your disclosure to describe your annual impairment
tests.  If you do not perform tests on an annual basis, please
explain why not.

Results of Operations, page 9

Three Months Ended November 30, 2005 Compared to the Three Months
Ended November 30, 2004, page 9
13. You disclose in Note 2 on page 24 of your Form 10-K for the
year
ended August 31, 2005 that your policy is to include shipping and
handling costs in costs of goods sold.  The Designer Intimates,
Inc.
acquisition financial statements do not indicate a policy for
classification of shipping and handling costs.  On page 9 of your
Form 10-Q for the quarter ended November 30, 2005, you disclose
that
the consolidation of Designer Intimates, Inc. resulted in a
material
increase in selling, general and administrative expenses (SG&A).
You
attribute a significant portion of the increase in SG&A to
shipping
and warehousing expenses.  Your disclosure further suggests that
shipping and warehousing expenses were classified within SG&A
during
the quarter ended November 30, 2004, which is prior to your
acquisition of Designer Intimates, Inc.  Given your policy of
classifying shipping and handling costs within cost of goods sold,
tell us why shipping expenses were classified within SG&A during
2004
and 2005.  Please revise your filings to reflect shipping and
handling costs in costs of goods sold consistent with your policy.
Refer to paragraph 6 of EITF 00-10 for guidance.

Exhibit 31.1
14. Please amend Form 10-Q to revise your certification for the
following items:
* Revise paragraph 4 to refer to the disclosure controls and
procedures defined in Exchange Act Rules 13a-15(e) and 15d-15(e),
rather than the old location that you refer to now.
* Revise paragraph 4 a) to include the omitted language: "or
caused
such disclosure controls and procedures to be designed under our
supervision."
* Revise paragraph 5 a) to include the verbatim language: "All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant`s ability to
record, process, summarize and report financial information;
and..."
* Replace references to "quarterly report" with "report."
* Replace references to "annual report" with "report."
Note that the language of the certifications required by Section
302
of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K should not
be
altered.

Form 8-K/A Filed January 10, 2006

Consolidated Financial Statements - August 31, 2005

Consolidated Statement of Cash Flows, page 5
15. Please explain why you classified the $500,000 capital
contribution as a cash inflow from investing activities.  We would
expect a capital contribution to be classified as a cash inflow
from
financing activities in accordance with paragraph 19 of SFAS 95.
Please revise or advise.

Consolidated Financial Report - August 31, 2003
16. With reference to Rule 3-05 of Regulation S-K, please explain
to
us why you provided financial statements for Designer Intimates,
Inc.
for the 11 months ended August 31, 2003 rather than the year ended
August 31, 2003.  In this regard it would be helpful to specify
the
date that Designer Intimates, Inc. was incorporated and whether it
was an operating company prior to its acquisition of Nap, Inc. on
September 30, 2002.

Unaudited Pro Forma Consolidated Financial Information

Pro Forma Consolidated Balance Sheets
17. Please revise pro forma deferred income taxes to comply with
paragraph 38 of SFAS 141.  Such guidance states that an acquiring
entity shall not recognize the deferred income taxes recorded by
an
acquired entity before its acquisition.  Rather, a deferred tax
liability or asset should be recognized for differences between
the
assigned values and the tax bases of the recognized assets
acquired
and liabilities assumed in accordance with paragraph 30 of SFAS
109.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3843
with any other questions.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Wyandt
Nitches, Inc.
February 15, 2006
Page 1 of 7

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