SecProbe.io

CORRESP
1
filename1.htm

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

February 5, 2008

VIA EDGAR

Mr. H. Christopher Owings and Ms. Blair
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.
      2 to Registration Statement on Form S-3

    Filed January
      14, 2008

    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. 3 ("Amendment No. 3") 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 29, 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. 3 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. 3.

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

Selling Stockholders, page
8

COMMENT 1. We note the disclosure in
the second paragraph on page eight regarding the adjustment of the conversion
price of the debentures and the exercise price of the warrants in the event the
company issues securities with a purchase price, conversion price or exercise
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 price 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 exercise price of the warrants may be adjusted.

     RESPONSE: The requested revision has been made. Please see the second
paragraph on page 8.

COMMENT 2. In the discussion in the
last paragraph on page 10 regarding the company's ability to elect to convert
the debentures, please provide a discussion of the factors or parameters that
the company will use to determine whether to elect to convert the debentures.

RESPONSE: We have added the
following discussion on page 10:

At this time, there are two scenarios where we believe that we
would request that the holders convert the debentures into shares of our common
stock.

The first scenario is if we believed that a 15% discount to
the VWAP for the relevant 10 trading day period would be higher than the then
current conversion price (currently $4.12). In that instance, conversion would
occur at then current conversion price (currently $4.12), but we would be
converting the debentures at the highest conversion price possible and therefore
issuing the least number of shares upon conversion while retaining cash for
other purposes.

The second scenario where we may request that the holders
convert the debentures is if we determine that (i) it is in our best interests
to retain cash for other purposes, and (ii) the effective conversion price at
the relevant time represents fair value for the shares that would be
issued.

In either case, under the terms of the debentures our common
stock price must exceed $2.00 per share on the date we give the holders notice
of our election to convert the debenture. Further, there is a maximum principal
amount of the debentures that we may convert within any 10-day period. The table
below sets forth this information:

    Maximum Amount
      of

    Stock Price Per Share on Notice
      Date

    Debenture that Can be Converted

    Above $9

    $1,500,000

    $8.00
      - $8.99

    $1,150,000

    $7.00 - $7.99

    $1,000,000

    $6.00
      - $6.99

    $850,000

    $5.00 - $5.99

    $700,000

    $4.00
      - $4.99

    $550,000

    $3.00 - $3.99

    $400,000

    $2.00
      - $2.99

    $250,000

Incorporation by Reference, page
15

COMMENT 3. Please update the
Incorporation by Reference section on page 15 of the registration statement to
include the recently filed Form 10-Q for the quarter ended November 30, 2007.

     RESPONSE: The "Incorporation by
Reference" section was updated to include the recently filed Form 10-Q for the
quarter ended November 30, 2007. In addition, we included other Form 8-Ks that
have since been filed.

*   *   *
 *   *   *

2

     Thank you
for your assistance in this matter. Please call me at (858) 731-0520 or James A.
Mercer III of Duane Morris LLP, our outside legal counsel, at (619) 744-2209 if
you have any questions, or if we can be of any assistance.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

3