SEC Comment Letter for NITCHES INC (NICH) (CIK 0000772263) (NICH) — Jul 6, 2006
NITCHES INC (NICH) (CIK 0000772263)
Date: July 6, 2006 · CIK: 0000772263 · Accession: 0000000000-06-031297
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 7, 2006, February 15, 2006
Letter
Mail Stop 3561 July 6, 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 Forms 10-Q for Fiscal Quarters Ended November 30, 2005 a nd February 28, 2006 Form 8-K/A Filed January 10, 2006 Form 8-K Filed April 19, 2006 File No. 0-13851
Dear Mr. Wyandt:
We reviewed your responses to our prior comments on the above referenced filings as set forth in your letter dated Apr il 7, 2006. Our review resulted in the following additional comments.
Form 10-K/A for Fiscal Year Ended August 31, 2005
1. We have reviewed Form 10-K/A and Form 10-Q/A filed May 16, 2006. Please note that it is not appropriate to include incomplete financial statements and footnotes in your filings. Further, as you were required to amend these filings, in part, due to errors in your Section 302 certifications, your amendment should include all Items required by Form 10-K and Form 10-Q. Please amend Form 10- K/A and Form 10-Q/A accordingly. In doi ng so, please ensure that all Items affected by your restatement are revised accordingly. For example, we note that the Liquidity section of your MD&A is in error due to changes in your cash flow statement, yet you did not include a revised MD&A in your amendments.
Mr. Wyandt Nitches, Inc. July 6, 2006 Page 2 of 3 2. As previously requested in our oral co mments issued to Paul Wyandt on April 24, 2006, please label your financial statem ents “Restated,” as applicable.
3. Please amend Form 10-K/A and Form 10-Q/A to include the Section 906 certification. Both the Section 302 a nd Section 906 certifications must be included in all annual an d quarterly reports, including amendments to those reports.
Form 10-Q/A for Fiscal Quarter Ended November 30, 2005
Item 4. Controls and Procedures
4. As previously requested in comment 6 in our letter dated February 15, 2006, please also state, if true, whether the cer tifying officers concluded the controls and procedures were effective in “ensur[ing] th at 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 pers ons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” See Exchange Act Rule 13a-15(e).
Form 8-K/A Filed January 10, 2006
5. As previously requested, please amend Form 8-K/A to include the changes indicated in your responses to comment 15 in your letter da ted March 7, 2006 and comment 9 in your letter dated April 7, 2006.
Form 8-K Filed April 19, 2006
6. We note your presentation of consolidated pr etax income before the effect of one time charges, a non-GAAP measure. When non-GAAP measures are presented in future Form 8-K filings, please include a ll disclosures required by Regulation G. Additionally, as previously requested in our oral comments issu ed to Paul Wyandt on April 24, 2006, please provide us with a resp onse to show us what this Form 8- K would look like if such disc losures had been included.
* * * *
As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provid e us with a response. Please furnish a letter that keys your respons es to our comments and provide s any requested supplemental information. Detailed respons e letters greatly facilitate our review. Please file your response letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Mr. Wyandt Nitches, Inc. July 6, 2006 Page 3 of 3
You may contact Sarah Goldberg, Staff Accountant, at (202) 551-3340 or me at (202) 551-3843 if you have questions regard ing comments on the financial statements and related matters. S i n c e r e l y ,
George F. Ohsiek, Jr. B r a n c h C h i e f
Show Raw Text
Mail Stop 3561
July 6, 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
Forms 10-Q for Fiscal Quarters Ended
November 30, 2005 a nd February 28, 2006
Form 8-K/A Filed January 10, 2006
Form 8-K Filed April 19, 2006
File No. 0-13851
Dear Mr. Wyandt:
We reviewed your responses to our prior comments on the above referenced
filings as set forth in your letter dated Apr il 7, 2006. Our review resulted in the following
additional comments.
Form 10-K/A for Fiscal Year Ended August 31, 2005
1. We have reviewed Form 10-K/A and Form 10-Q/A filed May 16, 2006. Please
note that it is not appropriate to include incomplete financial statements and
footnotes in your filings. Further, as you were required to amend these filings, in
part, due to errors in your Section 302 certifications, your amendment should
include all Items required by Form 10-K and Form 10-Q. Please amend Form 10-
K/A and Form 10-Q/A accordingly. In doi ng so, please ensure that all Items
affected by your restatement are revised accordingly. For example, we note that the Liquidity section of your MD&A is in error due to changes in your cash flow
statement, yet you did not include a revised MD&A in your amendments.
Mr. Wyandt
Nitches, Inc.
July 6, 2006 Page 2 of 3
2. As previously requested in our oral co mments issued to Paul Wyandt on April 24,
2006, please label your financial statem ents “Restated,” as applicable.
3. Please amend Form 10-K/A and Form 10-Q/A to include the Section 906 certification. Both the Section 302 a nd Section 906 certifications must be
included in all annual an d quarterly reports, including amendments to those
reports.
Form 10-Q/A for Fiscal Quarter Ended November 30, 2005
Item 4. Controls and Procedures
4. As previously requested in comment 6 in our letter dated February 15, 2006, please also state, if true, whether the cer tifying officers concluded the controls and
procedures were effective in “ensur[ing] th at 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 pers ons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.” See
Exchange Act Rule 13a-15(e).
Form 8-K/A Filed January 10, 2006
5. As previously requested, please amend Form 8-K/A to include the changes
indicated in your responses to comment 15 in your letter da ted March 7, 2006 and
comment 9 in your letter dated April 7, 2006.
Form 8-K Filed April 19, 2006
6. We note your presentation of consolidated pr etax income before the effect of one
time charges, a non-GAAP measure. When non-GAAP measures are presented in
future Form 8-K filings, please include a ll disclosures required by Regulation G.
Additionally, as previously requested in our oral comments issu ed to Paul Wyandt
on April 24, 2006, please provide us with a resp onse to show us what this Form 8-
K would look like if such disc losures had been included.
* * * *
As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provid e us with a response. Please furnish a
letter that keys your respons es to our comments and provide s any requested supplemental
information. Detailed respons e letters greatly facilitate our review. Please file your
response letter on EDGAR. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
Mr. Wyandt
Nitches, Inc.
July 6, 2006 Page 3 of 3
You may contact Sarah Goldberg, Staff Accountant, at (202) 551-3340 or me at
(202) 551-3843 if you have questions regard ing comments on the financial statements
and related matters.
S i n c e r e l y ,
George F. Ohsiek, Jr.
B r a n c h C h i e f