SEC Comment Letter for NITCHES INC (NICH) (CIK 0000772263) (NICH) — Feb 8, 2007
NITCHES INC (NICH) (CIK 0000772263)
Date: Feb. 8, 2007 · CIK: 0000772263 · Accession: 0000000000-07-006988
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-136470
Letter
Mail Stop 3561 February 8, 2007 Steven P. Wyandt Chief Executive Officer Nitches, Inc. 10280 Camino Santa Fe San Diego, CA 92121 Form 10-Q/A for Fiscal Quarter Ended May 31, 2006 Filed January 31, 2007 Form 10-K/A for Fiscal Year Ended August 31, 2006 Filed January 31, 2007 Form 10-Q/A for Fiscal Quarter Ended November 30, 2006 Filed January 31, 2007 File No. 0-13851
Re: Nitches, Inc. Post Effective Amendment No. 2 to Form S-1 on Form S-3 Filed February 1, 2007 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.
Steven P. Wyandt Nitches, Inc. February 8, 2007 Page 2 Post Effective Amendment No. 2 to Form S-1 on Form S-3 Incorporation By Reference, page 9 1. It appears that you have not incorporated by reference all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by your latest annual report, as required by Item 12(a)(2) of Form S-3. Please revise accordingly.
Form 10-Q/A for Fiscal Quarter Ended May 31, 2006, Form 10-K/A for Fiscal Year Ended August 31, 2006 and Form 10-Q/A for Fiscal Quarter Ended November 30, 2006
Controls and Procedures 2. We note your disclosures “Except as set forth above, no changes were made…,” “With the exception of the Home Décor acquisition, no changes were made…” and “Except as described above, no cha nges were made…,” as stated in your Form 10-Q/A for Fiscal Quarter Ende d May 31, 2006, Form 10-K/A for Fiscal Year Ended August 31, 2006 and Form 10-Q/A for Fiscal Quarter Ended November 30, 2006, respectively. Please conf irm that in future filings, you will revise to state clearly, if correct, that there were changes in your internal control over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to mate rially affect, your in ternal control over financial reporting.
* * * * * *
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:
Steven P. Wyandt Nitches, Inc. February 8, 2007 Page 3
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. 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 Kurt Murao, Attorney Advisor, at (202) 551-3338, or Ellie Quarles, Special Counsel, at (202) 551-3238 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
Show Raw Text
Mail Stop 3561
February 8, 2007
Steven P. Wyandt
Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121
Re: Nitches, Inc.
Post Effective Amendment No. 2 to Form S-1 on Form S-3
Filed February 1, 2007
File No. 333-136470
Form 10-Q/A for Fiscal Quarter Ended May 31, 2006
Filed January 31, 2007
Form 10-K/A for Fiscal Year Ended August 31, 2006
Filed January 31, 2007
Form 10-Q/A for Fiscal Quarter Ended November 30, 2006
Filed January 31, 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.
Steven P. Wyandt
Nitches, Inc.
February 8, 2007 Page 2
Post Effective Amendment No. 2 to Form S-1 on Form S-3
Incorporation By Reference, page 9
1. It appears that you have not incorporated by reference all reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by your latest annual report, as required by Item 12(a)(2) of Form S-3.
Please revise accordingly.
Form 10-Q/A for Fiscal Quarter Ended May 31, 2006, Form 10-K/A for Fiscal Year
Ended August 31, 2006 and Form 10-Q/A for Fiscal Quarter Ended November 30, 2006
Controls and Procedures
2. We note your disclosures “Except as set forth above, no changes were made…,”
“With the exception of the Home Décor acquisition, no changes were made…”
and “Except as described above, no cha nges were made…,” as stated in your
Form 10-Q/A for Fiscal Quarter Ende d May 31, 2006, Form 10-K/A for Fiscal
Year Ended August 31, 2006 and Form 10-Q/A for Fiscal Quarter Ended November 30, 2006, respectively. Please conf irm that in future filings, you will
revise to state clearly, if correct, that there were changes in your internal control
over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to mate rially affect, your in ternal control over
financial reporting.
* * * * * *
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:
Steven P. Wyandt
Nitches, Inc.
February 8, 2007 Page 3
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.
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 Kurt Murao, Attorney Advisor, at (202) 551-3338, or Ellie
Quarles, Special Counsel, at (202) 551-3238 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