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CORRESP
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NITCHES, INC.
10280 Camino Santa
Fe
San Diego, California 92121

January 14, 2008

VIA EDGAR

Messrs. H. Christopher Owings and Blair
F. Petrillo
U. S. Securities and Exchange Commission
Division of
Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

    Re:

    Nitches,
      Inc.

    Amendment No.
      1 to Registration Statement on Form S-3

    Filed
      December 7, 2007 (File No. 333-145613)

Mr. Owings and Ms. Petrillo:

     Nitches,
Inc. ("we,"
"our,"
"us" or the
"Company"),
has filed through EDGAR, Pre-Effective Amendment No. 2 ("Amendment No. 2") to the
above-referenced registration statement (the "Registration Statement"). This letter
sets forth the Company's responses to the comments of the staff (the
"Staff") of
the Securities and Exchange Commission (the "Commission") set forth in its comment
letter dated January 4, 2008 (the "Comment
Letter") with respect to the Registration
Statement.

     We have
reproduced below in bold font each of the Staff's comments set forth in the
Comment Letter. Immediately following each such comment is the Company's
response in regular font. The Company's responses in this letter correspond to
the numbers placed adjacent to the Staff's comments in the Comment Letter. The
Company's responses indicate whether Amendment No. 2 reflects a response to the
Staff's comments or the reasons why the Company believes a response is either
inapplicable or inappropriate. Page numbers set forth in the Company's responses
refer to page numbers of Amendment No. 2.

COMMENT 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.

RESPONSE: The "Incorporation by Reference" section in each of the Registration
Statements has been revised as requested. In addition, we included other Form
8-Ks that have since been filed.

COMMENT 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-affiliates, the nature of the offering and the
selling securityholders, the transaction appears to be a primary offering. If
you disagree with our analysis, please advise the staff of the company's basis
for determining that the transaction is appropriately characterized as a
transaction that is eligible to be made under Rule 415(a)(1)(i). In your
analysis, please address the following among any other relevant
factors:

  The percentage of the overall offering made by each
  shareholder;

  The relationship of each selling 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 registered in
  relation to the proceeds that the company received from the selling
  shareholders 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.

RESPONSE: We respectfully submit that, for the reasons set forth below, the
resale of shares of our common stock by the selling stockholders in the
Registration Statement is an offering being made "by or on behalf of a person or
persons other than the registrant" and that therefore the offering is eligible
to be made on a shelf basis under Rule 415(a)(1)(i).

The Percentage of the Overall
Offering made by each Stockholder

     The selling stockholders consist of
two unaffiliated entities – Birchten Investments, Ltd. ("Birchten") and Granite Financial Group, LLC ("Granite"). We are seeking to register
for resale an aggregate of 1,342,063 shares of our common stock on behalf of the
selling stockholders consisting of the following:

     # of Shares

    Selling Stockholder

     Sought to be
      Registered

     % of
      Offering

    Birchten

    1,278,155

    95.2
    %

    Granite

    63,908

    4.8
    %

      Total

    1,342,063

    100.0
    %

The Relationship of each Selling
Stockholder with the Company, including an Analysis of Whether the Selling Stockholder is an
Affiliate of the Company

     None of the selling stockholders are
or ever were an affiliate of the Company.

     The
selling stockholders do not have, and do not have the contractual right to
appoint, any representatives as directors or executive officers of the Company.
Prior to the June 2007 Private Placement, none of the selling stockholders
holders had any prior relationship with us or any of our officers or
directors.

     None of
the selling stockholders have ever beneficially owned more than 10% of our
common stock. As of January 1, 2008, their beneficial ownership percentage was
as follows:

     # of Shares

     % of Class

    Selling Stockholder

     Beneficially
      Owned

     Beneficially
      Owned

    Birchten

    621,870
    (1)

    9.9%

    Granite

    63,908

    1.1%

____________________

(1) Does not include 656,285 shares of
common stock acquirable upon the conversion of debentures and exercise of
warrants, all of which are subject to conversion or exercise caps discussed
below.

2

     As
explained in the Registration Statement, both the debentures and warrants held
by Birchten and Granite are subject to caps on the percentage of beneficial
ownership immediately following the conversion or exercise of such securities.
Specifically, both the debentures and the warrants contain provisions that
prohibit the conversion and/or exercise of such securities to the extent that
the conversion and/or exercise of such securities would result in the holder,
together with its affiliates, beneficially owning in excess of 9.9% of our
outstanding shares of common stock following such conversion or exercise. This
cap may not be waived without at least 61 days' prior notice.

     As a
result of this limitation on ownership, Birchten is currently contractually
prohibited from owning, at any one time, more than 9.9% of our common stock. The
Commission has previously upheld the position that contractual restrictions
preventing stockholders from owning more than a certain percentage of an
issuer's common stock also prevents such stockholders from being considered
beneficial owners of more than the contractual cap on beneficial ownership.
(See, e.g., the Commission's Amicus Brief filed with the United States Court of
Appeals, Second Circuit, regarding Levy v.
Southbrook International Investments, Ltd.,
263 F.3d 10 (2nd Cir. 2001)). Accordingly, none of the selling stockholders
beneficially own more than 10% of our outstanding common stock.

     There are
no contractual agreements relating to voting, or other agreements or
arrangements in place between us or any of our affiliates and any of the selling
stockholders with respect to the voting of any shares of our common stock. In
addition, none of the selling stockholders have greater access than any other
stockholder to information about us, our operations or our financial
results.

     Moreover,
our executive officers and directors beneficially own approximately 24.8% of our
outstanding common stock. These individuals will be able to significantly
control—both through voting and management—our policies and
procedures.

     In
summary, none of the selling stockholders is an officer or director of the
Company. None of the selling stockholders has a contractual right to appoint a
director of the Company. Our current management beneficially owns more shares of
our common stock than either selling stockholder. There are no contractual
arrangements in place granting the selling stockholders any extraordinary voting
rights with respect to our common stock.

Any Relationships Among the Selling
Stockholders

     The
selling stockholders are two unaffiliated investors. To our knowledge, and based
on representations made to us by the selling stockholders:

  none of the selling stockholders have any intention to act in
  concert;

  none of the selling stockholders have any agreement or
  understanding with any person to distribute any of the shares sought to be
  registered; and

  none of the selling stockholders are affiliated, nor do they
  have any contractual obligation, understanding or arrangement between them
  pursuant to which they should be viewed as or deemed to be acting as a
  group.

     For these
reasons, the selling stockholders should be viewed as separate investors and not
be viewed as or deemed to be a group or acting as a unified block.

3

The Dollar Value of the Shares
Registered in Relation to the Proceeds that the Company Received
from the
Selling Stockholders for the Securities, Excluding Amounts of Proceeds that were
Returned (or will be Returned) to the Selling Stockholders and/or their Affiliates in Fees
or Other Payments

     The table
below provides the following information relative to the June 2007 Private
Placement: (i) the dollar value of the shares of common stock underlying the
debentures and warrants sold in the private placement (calculated by multiplying
the number of underlying shares by the closing price of our common stock on the
date we sold the overlying securities) (ii) the proceeds to us from the private
placement, excluding amounts of proceeds that were returned (or will be
returned) to the selling stockholders and/or their affiliates in fees or other
payments, (iii) the amount of proceeds we will receive upon exercise of warrants
we issued in the private placement assuming all currently outstanding warrants
are exercised on a cash-basis, (iv) the total proceeds (i.e., sum of the net
proceeds from the private placement and warrant proceeds), and (v) the
percentage of total proceeds to the dollar value of securities
registered.

     % of Total

     Proceeds to

     Dollar Value of

     Dollar Value of

     Securities

     Net Proceeds

     Warrant

     Total

     Securities

     Registered

     (1)

     Proceeds

     Proceeds

     Registered

    $5,234,046

    $1,695,555

    $2,379,300

    $4,074,855

    77.9%

____________________

(1) We received gross proceeds of $3
million. We may pay the selling stockholders a total of $1,304,445, which
consists of (i) $957,945 payable in respect of interest over the terms of the
debentures and (ii) $326,500 potentially payable in respect of liquidated
damages if the Registration Statement is never declared effective.

Whether or Not any of the Selling
Stockholders is in the Business of Buying and Selling Securities.

     In
connection with the preparation of Amendment No. 2 we submitted to each selling
stockholder a questionnaire. Based on representations and warranties made in
those questionnaires by each of the selling stockholders, none of the selling
stockholders are in the business of underwriting securities. In addition, each
of the selling stockholders represented to us that it did not have any agreement
or understanding with any person to distribute any of the shares sought to be
registered under the Registration Statement, and that it is neither a
broker-dealer nor is it affiliated with a broker-dealer, other than Granite.
Granite is an affiliate of a broker-dealer. Granite acted as our financial
advisor in connection with the June 2007 Private Placement in exchange for a fee
equal to 5% of the amount raised, which amounted to $150,000 on the $3 million
investment by Birchten. Granite agreed to take its fees in kind and received a
debenture with a principal amount of $150,000 and warrants to purchase to 27,500
shares of our common stock in exchange for its services. Granite acquired the
debentures and warrants in the ordinary course of business, and at that time of
such acquisition, had no agreements or understandings, directly or indirectly,
with any person to distribute the common stock registered for resale
hereunder.

     We issued
the overlying securities in a private placement pursuant to Section 4(2) of the
Securities Act. We negotiated the terms of the transaction on an arms-length
basis.

4

     Each
selling stockholder is an "accredited investor" as that term is defined in Rule
501 of Regulation D under the Securities Act, and each selling stockholder
represented to us in writing as such, as well as to its financial sophistication
and that it was purchasing the securities for its own account and without a
present view toward the public sale or distribution thereof and that it had no
intention of selling or distributing the securities in any manner that would
result in a violation of the Securities Act. In addition, each selling
stockholder acknowledged that the securities acquired in the private placement
would constitute "restricted securities" under Rule 144. Each selling
stockholder also acknowledged that such securities would contain a restrictive
legend and that a stop-transfer order could be placed against transfer of the
certificates for such securities. Consequently, the selling stockholders will
have to bear the risk of owning the securities for an indefinite period of time
unless the resale of the securities is registered pursuant to an effective
registration statement, or the selling stockholders can resell the shares
relying on another applicable exemption from the registration requirements of
the Securities Act.

     Interpretation 3S.(b) in the March 1999 supplement to the Manual of
Publicly Available Telephone Interpretations states that the Staff will not
object if a company registers the resale of securities purchased in a Section
4(2) exempt sale "if the investor is at market risk at the time of filing of the
resale registration statement." In contrast to "equity lines" and other similar
transactions in which the filing or effectiveness of the registration statement
is a condition to the investors' obligation to close the transaction, all of the
private placements are complete and the selling stockholders' investment
decision was not conditioned on the filing or effectiveness of a registration
statement. To the contrary, each selling stockholder paid for the securities
purchased in the private placements in full, in cash at the close of each
respective private placement. Indeed, the selling stockholders have been at risk
since purchasing the securities from us in the private placements and will
continue to be at risk unless the resale of the shares is registered pursuant to
an effective registration statement, or the selling stockholder can resell the
shares relying on another applicable exemption from the registration
requirements of the Securities Act.

     To
provide the selling stockholders with liquidity in their investment, and as is
customary in similar "PIPE" transactions, we agreed to register the shares for
resale. We were subject to certain penalties if a registration statement was not
filed by an agreed to date and we remain subject to certain penalties if the
Registration Statement does not become effective within an agreed to timeframe.
But in no event will the purchase price of the securities or the conversion and
exercise price of the debentures or warrants be subject to change as a result of
us failing to meet the foregoing obligations.

Conclusion

     On the
basis of the foregoing, we respectfully request that the Staff concur in our
view that the resale of shares of our common stock by the selling stockholders
is an offering being made "by or on behalf of a person or persons other than the
registrant" and that therefore the offering can be made under Rule
415(a)(1)(i).

COMMENT 3. We note the company's
response to prior comment one. Please disclose in the prospectus the total
dollar value of the securities underlying the convertible notes that you have
registered for resale using the number of underlyi