SecProbe.io

Mail Stop 3561                   January 4, 2008   Steven P. Wyandt Chief Executive Officer Nitches, Inc. 10280 Camino Santa Fe San Diego, California 92121
 Re:  Nitches, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
  Filed December 6, 2007
  File No. 333-142478   Amendment No. 1 to Registra tion Statement on Form S-3
  Filed December 6, 2007   File No. 333-141659   Amendment No. 1 to Registra tion Statement on Form S-3
  Filed December 7, 2007
  File No. 333-145613

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 will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After re viewing this information, we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  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
numbers listed at the end of this letter.
Amendment No. 1 to Registration Statement on Form S-3 (333-142478)

Amendment No. 1 to Registration Statement on Form S-3 (333-141659)
Amendment No. 1 to Registration Statement on Form S-3 (333-145613)

Steven P. Wyandt
Nitches, Inc.
January 4, 2008 Page 2
1. Please revise the “Incorporation by Reference” section in each registration statement to
include the Form 10-K filed on December 21, 2007 as well as the Forms 8-K filed on
December 26, 2007 and January 2, 2008.
 Amendment No. 1 to Registration Statement on Form S-3 (333-145613)

2. We note that you are registering the sale of 1,342,063 shares.  Given the size relative to the
number of shares outstanding held by non-aff iliates, the nature of the offering and the
selling securityholders, the tran saction appears to be a prim ary offering.  If you disagree
with our analysis, please advise  the staff of the company’s basis for determining that the
transaction is appropriately char acterized as a transaction that is eligible to be made under
Rule 415(a)(1)(i).  In your analysis, please ad dress the following among any other relevant
factors:

• The percentage of the overall offering made by each shareholder;

• The relationship of each selli ng shareholder with the company, including an analysis
of whether the selling shareholder is an affiliate of the company;

• Any relationships among the selling shareholders;

• The dollar value of the shares being register ed in relation to the proceeds that the
company received from the selling share holders for the securities, excluding
amounts of proceeds that were returned (or will be returned) to the selling
shareholders and/or their affiliates in fees or other payments;

• Whether or not any of the selling shareholders is in the business of buying and selling securities.
3. We note the company’s response to prior commen t one.  Please disclose in the prospectus
the total dollar valu e of the securities underlying the convertible notes that you have
registered for resale using th e number of underlying securities that you have registered for
resale and the market price per share for thos e securities on the date of the sale of the
convertible note.
4. We note the company’s response to prior comm ent two.  Please provide the information
included in the response in an appropriate place in the prospectus.
5. We note the company’s response to prior comment three.  Please provide the information
included in the response in an appropriate place in the prospectus.
6. We note the company’s response to prior comm ent five.  Please provide the information
included in the response in an appropriate place in the prospectus.

 2

Steven P. Wyandt
Nitches, Inc.
January 4, 2008 Page 3
7. We note the company’s response to prior comment seven.  Please disclose in the prospectus
the number of shares outstanding prior to the company’s June 2007 prior placement other than shares held by affi liates of the company.
8. Please revise the “Experts” section on page 10 of  the prospectus to al so refer to the Form
10-K for the fiscal year ended August 31, 2007.

*****

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  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 filings reviewed by the staff to be certain th at the filing includes all information required under
the Securities Act of 1933 and they have provided a ll information investors re quire for an informed
investment decision.  Since the company and its ma nagement are in possession of all facts relating
to a company’s disclosure, they are responsible fo r 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 advised that the Division of Enforcemen t 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.

 3

Steven P. Wyandt
Nitches, Inc. January 4, 2008 Page 4
 4We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelera tion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.
 Please contact Blair Petrillo, Attorney-Adviso r, at (202) 551-3550 or  me at (202) 551-3725
with any questions.
Sincerely,

H. Christopher Owings Assistant Director
     cc: James A. Mercer  Edwin Astudillo
Duane Morris LLP