SecProbe.io

Mail Stop 3561                   January 29, 2008   Steven P. Wyandt Chief Executive Officer Nitches, Inc. 10280 Camino Santa Fe San Diego, California 92121
 Re:  Nitches, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-3
  Filed January 14, 2008
  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.

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

Selling Stockholders, page 8
1. We note the disclosure in the second paragraph on page eight regarding the adjustment of
the conversion price of the debentures and the ex ercise price of the wa rrants in the event the
company issues securities with a purchase price,  conversion price or ex ercise price less than
the current conversion price of the debentures or exercise price of the warrants.  Please also
include in this discussion the adjustment of the conversion pr ice of the debentures if the
conversion is at the election of the company as  disclosed on page 10 of the prospectus so
that investors have a clear understanding of all of the circumstances under which the
conversion price of the debentures and the exer cise price of the warrants may be adjusted.
2. In the discussion in the last paragraph on page 10 regarding the company’s ability to elect to
convert the debentures, please pr ovide a discussion of the fact ors or parameters that the
company will use to determine whether to elect to convert the debentures.

Steven P. Wyandt
Nitches, Inc.
January 29, 2008 Page 2  Incorporation by Reference, page 15

3. Please update the Incorporation by Referen ce section on page 15 of the registration
statement to include the recently filed Form  10-Q for the quarter ended November 30, 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.
 We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of

Steven P. Wyandt
Nitches, Inc. January 29, 2008 Page 3  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