SecProbe.io

Mail Stop 3561
  January 24, 2007

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

Re: Nitches, Inc.
 Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
 Filed January 5, 2007
  File No. 0-13851

Amended Form 10-Q/A for Fiscal Quarter Ended May 31, 2006
  Filed December 20, 2006
Form 10-K for Fiscal Year Ended August 31, 2006
Filed December 14, 2006
Form 10-Q for Fiscal Quarter Ended November 30, 2006
Filed January 22, 2007
File No. 0-13851

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.

Form 10-Q/A for Fiscal Quarter Ended May 31, 2006
1. We note that in response to our comments in our letter dated December 4, 2006, you filed a short-form amended Form 10- Q/A for fiscal quarter ended May 31,

Steven P. Wyandt
Nitches, Inc.
January 24, 2007 Page 2
2006.  Please refile the full Form 10-Q fo r fiscal quarter ended May 31, 2006 in a
subsequent amendment that include s new 302 and 906 certifications.

Controls and Procedures, page 2
2. We note your response to comment 3 in our letter dated December 4, 2006.  In
this regard, we note your added disclosure  that a “[c]ontrol system, no matter how
well designed and operated, can provide onl y reasonable, not absolute, assurance
that the control system’s objectives will be met.”  Please revise to state clearly, if
true, that your disclosure controls and procedures are designed to  provide
reasonable assurance of achieving their objectives and that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective or not effective at that reasonable assurance
level.  In the alternative, please remove the reference to the le vel of assurance of
your disclosure controls and procedures .  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at <
http://www.sec.gov/rules/final/33-
8238.htm >.
3. We note your revised disclosure that upon re-evaluation, your chief executive and
financial officer conclude d that as of May 31, 2006, th e design and operation of
your disclosure controls and procedures  were not effective as of May 31, 2006.
Please disclose in greater detail the nature of the material weakness identified in your disclosure.  In this regard, please also  revise to disclose  the specific steps
that you are taking or have taken, if any, to remediate the material weakness.
Further, please disclose when the material weakness was identified, by whom it was identified and when the material weakness first began.

Exhibits 31.1 and 32.1
4. We note your response to comment 6 in our letter dated December 4, 2006.  It
appears, however, that you have not used  the exact wording of the certification
provided in Item 601(b)(31)  of Regulation S-K, as required.  For example,
paragraph 4(c) does not include the parenthetical language.  Please revise your 302 certification to use the exact wording of the certification provided in Item
601(b)(31) of Regulation S-K.

Form 10-K for Fiscal Year Ended August 31, 2006 and Form 10-Q for Fiscal Quarter
Ended November 30, 2006
5. Please comply with comments issued on th e Form 10-Q/A for fiscal quarter ended
May 31, 2006, as applicable.

Steven P. Wyandt
Nitches, Inc.
January 24, 2007 Page 3

Form 10-K for Fiscal Year Ended August 31, 2006

Controls and Procedures, page 33
6. We note your disclosure that your ch ief executive and financial officer
“[o]riginally concluded that, as of the end of such period, our disclosure controls and procedures were not effective in  recording, processi ng, summarizing and
reporting…and are effective in ensuring that  information required to be disclosed
by us in the reports that we file or su bmit under the Exchange Act is accumulated
and communicated….”  It appears that you disclose  your chief executive and
financial officers’ original effectivene ss conclusion, but not your chief executive
and financial officers’ final effectiveness c onclusion.  Further, please note that the
effectiveness conclusion should not be bi furcated, but rather stated as a single
conclusion of the effectiveness of your di sclosure controls and procedures as a
whole.  Please revise your disclosure accordingly.

* * *

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

Please contact Kurt Murao, Attorney Advi sor, at (202) 551-3338, or me at (202)
551-3720 with any other questions.

Sincerely,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

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