SecProbe.io

Mail Stop 3561

 September 6, 2006

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, California  92121

Re: Nitches, Inc.
Registration Statement on Form S-3
Filed August 10, 2006
File No. 333-136470

Dear Mr. Wyandt:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. It appears the information reports on Form 8-K that you filed on October 31,
2005 and March 22, 2006 were filed on the fifth business day after the occurrences of the events.  Form 8-K’s General Instruction B.1 states that you
must file a Form 8-K within four busine ss days of the event.  Similarly, General
Instruction I.A.3(b) states th at to be eligible to use Form S-3 you must have filed
in a timely manner all required reports during the previous twelve months.
Therefore, please tell us why you are eligible to use Form S-3 for this
transaction.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 2
2. Please tell us the results of the signi ficance tests you performed under Rule 3-05
and Article 11 of Regulation S-X and wh ether you are required to provide the
audited financial statements and pr o forma information relating to your
acquisition of Saguaro LLC.  If you have not performed these tests, please do so,
tell us your conclusions, a nd disclose any required information as appropriate.

Outside Front Cover
3. You state that this prospectus relates to up to 600,000 shares of your common
stock that may be sold from time to time by your “selling shareholders.”  However, it appears that you have only one selling shareholder, Impex Inc.
Please revise your entire document, incl uding your Selling Stockholders section,
to make clear that you have only one selling stockholder.

Selling Stockholders, page 8
4. In the third paragraph of this section, you state that  you have included all the
information regarding your selling stoc kholder “to [y]our knowledge.”  Please
remove this qualification or tell us the reason for it, as  you are responsible for all
the disclosure in your document.
5. Please revise your Selling Stockholders tabl e to identify the beneficial owner or
owners that have voting or  investment control over the shares being offered by
the selling stockholder.  See Interpretation 60 under Section I. Regulation S-K in
the Division of Corporation Finance’s Manual of Publicly Available Telephone
Interpretations (July 1997) and Interp retation 4S under Regulation S-K in the
March 1999 Interim Supplement to Divisi on of Corporation Finance’s Manual of
Publicly Available Telephone Interpretations (March 1999).

Item 16.  Exhibits, page II-2
6. We note that you do not list your acquisition agreement with Impex Inc., or its amendment, as exhibits to your filing.  Please list all the documents material to
your filing as exhibits.  See Item 601 of Regulation S-K.  If you have previously
filed a material document in another f iling with us, you may incorporate that
exhibit by reference, but you must list the document as an exhibit in your Exhibit
section and your Exhibit Index.  See Item 601(a)(1) of Regulation S-K.
In this regard, please co nsider filing your acquisiti on agreement again, because
you withdrew the Form S-1 registration statement in which the acquisition
agreement was filed originally.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 3
* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t 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 in formation required under
the Securities Act of 1933 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.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 4
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact John Fieldsend, Staff Attorney, at (202) 551-3343, David
Mittelman, Legal Branch Chief, at (202) 551-3214, or me at ( 202) 551-3720 with any
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: James A. Mercer III, Esq.
 Duane Morris LLP
 Via Fax: (619) 744-2201