SecProbe.io

November 24, 2025
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Form 10-K for the fiscal year ended August 31, 2024
File No. 000-13851
Dear John Morgan:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Correspondence

NITCHES, INC.

1333 N. BUFFALO DR., UNIT 210

LAS VEGAS, NV 89128

June 16, 2025

Division of Corporation Finance

Securities and Exchange Commission

Re:Nitches, Inc.

Form 10-K for the fiscal year ended August 31, 2023

Filed December 7, 2023

File No. 000-13851

Dear Mr. West:

I am writing to confirm receipt of your letter dated June 5, 2025. As previously disclosed, Nitches, Inc. (the “Company”) engaged a new auditor on or around October 21, 2024. Since that time, the Company has been working diligently to complete the audits required for its 10-K filing. When the Company informed the auditor of the deadline set forth in your letter, the auditor stated it is still a few weeks away from being able to finalize the audit (I can provide a copy of the email chain with these timelines if needed). The Company understands the need to timely file these reports and is doing everything it can to move this process along. Given the delays with finalizing the audit, I respectfully request that the deadline to respond/comply be extended to June 30, 2025. I appreciate your consideration in granting this request. Furthermore, I remain happy to schedule a conference call with you and the auditor if that would be beneficial.

Sincerely,

NITCHES, INC.

/s/ John Morgan

CEO and Director

June 5, 2025
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
File No. 000-13851
Dear John Morgan:
            We have reviewed your May 5, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended August 31, 2023
General
1.We note that you have not filed your Form 10-K for the year ended August 31, 2024
or any subsequent exchange act reports and these filings are delinquent. Please file all
delinquent exchange act reports.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Correspondence

NITCHES, INC.

1333 N. BUFFALO DR., UNIT 210

LAS VEGAS, NV 89128

May 5, 2025

Division of Corporation Finance

Securities and Exchange Commission

Re:Nitches, Inc.

Form 10-K for the fiscal year ended August 31, 2023

Filed December 7, 2023

Form 8-K furnished on March 6, 2025

File No. 000-13851

Dear Mr. West:

I am writing to confirm receipt of your letter dated April 22, 2025. As previously disclosed, Nitches, Inc. (the “Company”) engaged a new auditor on or around October 21, 2024. Since that time, the Company has been working diligently to complete the audits required for its 10-K filing. When the Company informed the auditor of the May 6 deadline set forth in your letter, the auditor stated it is still a few weeks away from being able to finalize the audit. The Company understands the need to timely file these reports and is doing everything it can to move this process along. Given the delays with finalizing the audit, I respectfully request that the deadline to respond/comply be extended to May 21, 2025. I appreciate your consideration in granting this request. Furthermore, I am happy to schedule a conference call with you and the auditor if that would be beneficial.

Sincerely,

NITCHES, INC.

/s/ John Morgan

CEO and Director

April 22, 2025
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
Form 8-K furnished on March 6, 2025
File No. 000-13851
Dear John Morgan:
            We issued comments to you on the above captioned filings on March 26, 2025. As of
the date of this letter, these comments remain outstanding and unresolved. We expect you to
provide a complete, substantive response to these comments by May 6, 2025.
            If you do not respond, we will, consistent with our obligations under the federal
securities laws, decide how we will seek to resolve material outstanding comments and
complete our review of your filings and your disclosure. Among other things, we may decide
to release publicly, through the agency's EDGAR system, all correspondence, including this
letter, relating to the review of your filings, consistent with the staff's decision to publicly
release comment and response letters relating to disclosure filings it has reviewed.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

March 26, 2025
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
Form 8-K furnished on March 6, 2025
File No. 000-13851
Dear John Morgan:
            We have reviewed your March 6, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K furnished on March 6, 2025
General
1.Your response to prior comment 3 in your response letter dated February 7, 2025
indicated that you anticipate filing the Form 10-K for the fiscal year ended August 31,
2024 by the end of February 2025 and will subsequently file the Form 10-Q for the
quarter ended November 30, 2024. Please tell us when you plan to file your
delinquent Exchange Act reports.

March 26, 2025
Page 2
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 25, 2025
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
Amendment No. 3 to Form 10-K for the fiscal year ended August 31, 2023
Filed February 7, 2025
File No. 000-13851
Dear John Morgan:
            We have reviewed your February 7, 2025 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 20, 2024 letter.
Amendment No.3 to Form 10-K for the fiscal year ended August 31, 2023
Report of the Independent Registered Public Accounting Firm, page F-1
1.We note your response to prior comment 3 where you indicate that you engaged a
new auditor to audit your fiscal year 2024 financial statements. If you had a change in
auditor, you are required to report such a change within four business days after
occurrence of the event by filing an Item 4.01 Form 8-K. Please file the Form 8-K
accordingly.

February 25, 2025
Page 2
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Correspondence

NITCHES, INC.

1333 N. BUFFALO DR., UNIT 210

LAS VEGAS, NV 89128

December 26, 2024

Division of Corporation Finance

Securities and Exchange Commission

Re:Nitches, Inc.

Form 10-K for the fiscal year ended August 31, 2023

Filed December 7, 2023

Amendment No.1 to Form 10-K for the fiscal year ended August 31, 2023

Filed August 30, 2024

Form 10-Q for the quarter ended May 31, 2024

Filed July 15, 2024

File No. 000-13851

Dear Mr. West:

I am writing to confirm receipt of your letter dated December 20, 2024. Due to extenuating circumstances (recent change in auditor, limited staffing due to holidays, etc.), the company respectfully requests that the deadline to respond/comply be extended to January 24, 2025. I appreciate your consideration in granting this request.

Sincerely,

NITCHES, INC.

/s/ John Morgan

CEO and Director

December 20, 2024
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
Amendment No.1 to Form 10-K for the fiscal year ended August 31, 2023
Filed August 30, 2024
Form 10-Q for the quarter ended May 31, 2024
Filed July 15, 2024
File No. 000-13851
Dear John Morgan:
            We have reviewed your Form 10-K/A filed on August 30, 2024 and have the
following comment. We have also reissued a prior comment which remains outstanding, as
you still have not filed a Form 10-Q/A or provided a response to our August 15, 2024
comment letter.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
15, 2024 letter.
Amendment No.1 to Form 10-K for the fiscal year ended August 31, 2023
Control and Procedures, page 12
Please address the following issues related to your disclosures on internal control over
financial reporting ("ICFR") as of August 31, 2023:
We note that you have identified material weaknesses in your ICFR. Revise to
clearly describe your current plans to remediate the material weaknesses including
the steps taken to date, and how long you estimate it will take to complete your •1.

December 20, 2024
Page 2
remediation plans and any associated material costs that you have incurred or
expect to incur.
•Revise to include disclosure of management's assessment of the effectiveness of
your ICFR as of August 31, 2023.
Form 10-Q for the quarter ended May 31, 2024
Condensed Consolidated Financial Statements
Statement of Changes in Stockholders' Equity, page 3
2.We reissue prior comment 3 as you have neither filed the amended Form 10-Qs nor
submitted your correspondence. Please revise to replace the statement of changes in
stockholders’ equity for the fiscal year ended August 31, 2023, with the statement for
the nine months ended May 31, 2023. Refer to Rule 8-03 of Regulation S-X for the
comparative periods to be provided. Similar issue is noted in your Form 10-Qs for the
periods ended November 30, 2023 and February 29, 2024.
General
3.We note that you filed a Form 12b-25 on November 29, 2024, and it is now past the
prescribed due date of your Form 10-K for the fiscal year ended August 31, 2024.
Please tell us when you plan to file your delinquent Exchange Act report.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 15, 2024
John Morgan
Chief Executive Officer
Niches, Inc.
1333 N. Buffalo Dr., Unit 210
Las Vegas, NV 89128
Re:Niches, Inc.
Form 10-K for the fiscal year ended August 31, 2023
Filed December 7, 2023
Form 10-Q for the quarter ended May 31, 2024
Filed July 15, 2024
File No. 000-13851
Dear John Morgan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended August 31, 2023
Control and Procedures, page 12
1.Your disclosure here states that you are a smaller reporting company and a non-
accelerated filer, and therefore, are not required to provide the information specified in
Item 9A. Please note that you are only exempt from the requirements of Section 404(b) of
the Sarbanes-Oxley Act to have your independent registered public accounting firm attest
to, and report on, management’s assessment of its internal controls. Smaller reporting
companies must still provide information specified in Item 9A, including management’s
report on internal control over financial reporting. Please revise your disclosure
accordingly.

August 15, 2024
Page 2
Report of the Independent Registered Public Accounting Firm, page F-1
2.Please obtain a revised audit report which addresses the following issues:
•Revise the opinion paragraph to include the consolidated statements of operations,
changes in stockholders’ equity and cash flows for the year ended August 31, 2022.
•Revise the opinion paragraph to reference the basis of presentation (e.g., U.S GAAP,
IFRS).
•The critical audit matters paragraph states that the auditor does not have any critical
audit matters to communicate as of August 31, 2023. Revise to cover any matters
identified through the date of the audit report.
•Revise to indicate how long OLAYINKA OYEBOLA & CO served as the
Company’s auditor.
•Revise to include the date of the report.
Form 10-Q for the quarter ended May 31, 2024
Condensed Consolidated Financial Statements
Statement of Changes in Stockholders' Equity, page 3
3.Please revise to replace the statement of changes in stockholders’ equity for the fiscal year
ended August 31, 2023, with the statement for the nine months ended May 31, 2023.
Refer to Rule 8-03 of Regulation S-X for the comparative periods to be provided. Similar
issue is noted in your Form 10-Qs for the periods ended November 30, 2023 and February
29, 2024.
General
4.We note that you have affected a one-for-sixty thousand reverse stock split of the shares
of your common stock in June 2024. Revise your disclosures throughout the filing to
retroactively reflect the reverse stock split. Refer to SAB Topic 4C.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Hugh West at 202-551-3872 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
March 8, 2023
John Morgan
Chief Executive Officer
Nitches Inc.
1333 N Buffalo Dr., Suite 110
Las Vegas, NV 89128
Re:Nitches Inc.
Offering Statement on Form 1-A POS
Filed March 6, 2023
File No. 024-12029
Dear John Morgan:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Qualification Request

Dallin G. Drescher – Attorney at Law

1731 N Gregory Dr.

Layton, UT 84041

dallin@drescherlawgroup.com

Admitted in the State of Utah

March 8, 2023

Attorney Alex King

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

Re:Nitches, Inc.

Form 1-A POS: Request for Qualification

File No. 024-12029

Dear Mr. King:

On behalf of Nitches, Inc. (the “Company”), I hereby request qualification of the Company’s above-referenced Offering Statement on Form 1-A POS effective at 12:00 PM EST on Friday, March 10, 2023 or as soon as practicable thereafter.

We appreciate your prompt attention to this matter.  Please notify me if you need anything further.

Sincerely,

DRESCHER LAW GROUP, PLLC

/s/ Dallin G. Drescher

Dallin G. Drescher

Counsel for Nitches, Inc.

CORRESP
1
filename1.htm

Qualification Request

Dallin G. Drescher – Attorney at Law

1731 N Gregory Dr.

Layton, UT 84041

dallin@drescherlawgroup.com

Admitted in the State of Utah

March 1, 2023

Attorney Alex King

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

Re:Nitches, Inc.

Form 1-A: Request for Qualification

File No. 024-12029

Dear Mr. King:

On behalf of Nitches, Inc. (the “Company”), I hereby request qualification of the Company’s above-referenced Offering Statement on Form 1-A effective at 12:00 PM EST on Friday, March 3, 2023 or as soon as practicable thereafter.

We appreciate your prompt attention to this matter.  Please notify me if you need anything further.

Sincerely,

DRESCHER LAW GROUP, PLLC

/s/ Dallin G. Drescher

Dallin G. Drescher

Counsel for Nitches, Inc.

United States securities and exchange commission logo
March 1, 2023
John Morgan
Chief Executive Officer
Nitches Inc.
1333 N Buffalo Dr.
Suite 210
Las Vegas, NV 89128
Re:Nitches Inc.
Form 10-12G
Filed December 2, 2022
File No. 000-13851
Dear John Morgan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                              February 10, 2023

       John Morgan
       Chief Executive Officer
       Nitches Inc.
       1333 N Buffalo Dr.
       Suite 210
       Las Vegas, NV 89128

                                                        Re: Nitches Inc.
                                                            Amendment No. 1 to
Form 10-12G
                                                            Filed January 26,
2023
                                                            File No. 000-13851

       Dear John Morgan:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment No. 1 to Form 10-12G

       Executive Compensation, page 21

   1.                                                   Please update your
compensation disclosure to reflect the fiscal year ended August 31,
                                                        2022.
       Item 15. Financial Statements and Exhibits
       a) Financial Statements, page 26

   2.                                                   Please revise to update
the financial statements and related disclosures included in your
                                                        Form 10 pursuant to
Article 8-08 of Regulation S-X.
 John Morgan
FirstName
Nitches Inc.LastNameJohn Morgan
Comapany10,
February    NameNitches
              2023      Inc.
February
Page 2 10, 2023 Page 2
FirstName LastName
General

3.       We note your responses to comments 9 and 10. Please confirm that you
have ceased all
         activities/initiatives involving NFTs other than in regards to OVS.
Please also explain
         your ongoing role(s) relating to the POM project and the related POM
NFTs, including
         any fees that you are entitled to in connection with resales.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Melissa Gilmore at 202-551-3777 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754 with
any other
questions.

                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 29, 2022
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N Buffalo Dr., Suite 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed December 2, 2022
File No. 024-12029
Dear John Morgan:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 10, 2022 letter.
Offering Statement on Form 1-A
General
1.We note that you did not file correspondence with your last amendment.  We will defer
our review of prior comments until you provide a response letter in the form of EDGAR
correspondence.  Please address each of the prior comments from our letter dated
November 10, 2022. Please also submit correspondence in response to this current
comment letter and any future comment letters.
Business Overview, page 8
2.We note your disclosure that you will continue to assist and launch the Peace on Mars

 FirstName LastNameJohn Morgan
 Comapany NameNitches, Inc.
 December 29, 2022 Page 2
 FirstName LastName
John Morgan
Nitches, Inc.
December 29, 2022
Page 2
(POM) NFT collection and believe those NFTs are almost ready to be minted. Please
quantify for us any revenue and costs recognized for the NFT business and provide any
other relevant metrics to describe the materiality of the NFT on your financial results and
business plan.  Additionally, tell us how you expect the NFTs to specifically impact your
financial results and trends in future periods.

Notes to the Condensed Consolidated Financial Statements, page F-6
3.Please revise to include an inventory footnote that includes a tabular presentation of the
major categories of inventories (e.g., raw materials, work in process, finished goods, etc.)
presented.
            You may contact Melissa Gilmore at 202-551-3777 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 28, 2022
John Morgan
Chief Executive Officer
Nitches Inc/
1333 N Buffalo Dr.
Suite 210
Las Vegas, NV 89128
Re:Nitches Inc.
Form 10-12G
Filed December 2, 2022
File No. 000-13851
Dear John Morgan:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed December 2, 2022
Item 1. Business, page 1
1.Please clarify whether Nitches has entered into partnerships with any manufacturing
partners and where those partners are located.
2.We note your disclosure regarding various agreements that you have entered into. Please
revise to elaborate on the material terms of such agreements including, but not limited to,
the term, fees, and intellectual property rights and obligations.
Item 1. Business, page 3
3.We note your disclosure that you will continue to assist and launch the Peace on Mars
(POM) NFT collection and believe those NFTs are almost ready to be minted. Please

 FirstName LastNameJohn Morgan
 Comapany NameNitches Inc/
 December 28, 2022 Page 2
 FirstName LastNameJohn Morgan
Nitches Inc/
December 28, 2022
Page 2
quantify for us any revenue and costs recognized for the NFT business and provide any
other relevant metrics to describe the materiality of the NFT on your financial results and
business plan.  Additionally, tell us how you expect the NFTs to specifically impact your
financial results and trends in future periods.
Item 1A. Risk Factors
We have a history of losses...continuing losses for at least the foreseeable future, page 7
4.Please update your disclosure to reflect your more recent net losses for fiscal year ended
August 31, 2021 and August 31, 2022.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 18
5.Please reconcile the disclosure on Page 19 that John Morgan owns one share of 2020
Series A Preferred Stock with the disclosure on Page F-12 that he converted that share for
100,000,000 shares of the Issuer's common stock and that as of August 31, 2022 the
Company had no shares of Preferred Stock Series A issued and outstanding.
Item 6. Executive Compensation, page 21
6.Please clarify whether the $100,000 in other compensation for John Morgan was due to
his conversion of his 2020 Series A Preferred Share or due to a separate grant of
100,000,000 shares of the Issuer.
Item 11. Description of the Registrant's Securities to be Registered, page 24
7.Please reconcile the disclosure that John Morgan owns 1 share of the 2020 Series A
Preferred Stock against the disclosure on page F-12 that "At August 31, 2022 the
Company had no shares of Preferred Stock Series A issued and outstanding."
Item 15. Financial Statements and Exhibits
Notes to the Condensed Consolidated Financial Statements, page F-6
8.Please revise to include an inventory footnote that includes a tabular presentation of the
major categories of inventories (e.g., raw materials, work in process, finished goods, etc.)
presented.
General
9.We note your press release on April 19, 2022 regarding your intent to create your own
metaverse for users to create 3D avatars and buy and sell NFTs. We have the following
comments:
•Please provide a materially complete description of the NFTs, including their
purpose, terms, characteristics, minting, distribution, custody, and transferability, as
well as the availability of secondary markets. Please specifically address the
company’s role(s) and, to the extent applicable, the role(s) of third parties.
•Please supplementally provide us with the company’s legal analysis as to whether the

 FirstName LastNameJohn Morgan
 Comapany NameNitches Inc/
 December 28, 2022 Page 3
 FirstName LastNameJohn Morgan
Nitches Inc/
December 28, 2022
Page 3
NFTs are securities under Section 2(a)(1) of the Securities Act of 1933. Your analysis
should address not only the NFTs themselves but also the operation of the platform
through which they are minted and the development and operation of the metaverse.
•To the extent that third parties will be able to mint the NFTs, please describe the
internal processes you will establish to determine whether such NFTs are securities as
defined in the Securities Act of 1933. Please also describe the internal processes you
will establish to ensure that you are not facilitating, or causing you to engage in,
transactions in unregistered securities.
•Please identify the blockchain network on which the NFTs will be minted. To the
extent it will be a third-party network, please describe the network and the risks and
challenges related to relying on a third-party network.
•Please describe any and all applicable laws and regulations relating to the minting
and distribution of the NFTs.
•Please describe the risks relating to holding the NFTs, including any risks and
challenges related to the storage or custody of the NFTs and the use of wallets.
10.We note that the company currently mints and distributes NFTs that represent QR codes.
We have the following comments:
•Please provide a materially complete description of the NFTs, including their
purpose, terms, characteristics, minting, distribution, custody, and transferability, as
well as the availability of secondary markets. Please specifically address the
company’s role(s) and, to the extent applicable, the role(s) of third parties.
•Please supplementally provide us with the company’s legal analysis as to whether the
NFTs are securities under Section 2(a)(1) of the Securities Act of 1933.
•We note that the NFTs are minted on the polygon network. Please describe the
polygon network and the risks and challenges related to relying on a third-party
network.
•Please describe any and all applicable laws and regulations relating to the minting
and distribution of the NFTs.
•Please describe the risks relating to holding the NFTs, including any risks and
challenges related to the storage or custody of the NFTs and the use of wallets.
11.Please update your disclosure so that it is current. In that regard, we note your disclosure
that you entered into an agreement with Mr. John Lewis and that you expect to have the
first order to be fulfilled and for sale in time for the holiday season. Please revise to clarify
whether orders have be fulfilled yet.
12.We note references to an "Equity Incentive Program" and "Equity Incentive Plan" on
pages 1-5. Please describe the terms of your Equity Incentive Plan and Equity Incentive
Program. Please also describe your equity incentive plan under Item 6.
13.Please note that the safe harbor protections for forward-looking statements under the
Private Securities Litigation Reform Act is not available for issuers that are not subject to
the reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act or
issuers of penny stock. Please revise to remove the reference.

 FirstName LastNameJohn Morgan
 Comapany NameNitches Inc/
 December 28, 2022 Page 4
 FirstName LastName
John Morgan
Nitches Inc/
December 28, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Melissa Gilmore at 202-551-3777 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alexander King at 202-551-8631or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 10, 2022
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N Buffalo Dr., Suite 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Offering Statement on Form 1-A
Filed October 14, 2022
File No. 024-12029
Dear John Morgan:
             We have reviewed your offering statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
General
1.We note your press release on April 19, 2022 regarding your intent to create your own
metaverse for users to create 3D avatars and buy and sell NFTs. We have the following
comments:
•Please provide a materially complete description of the proposed metaverse,
including the timing of development and launch.
•Please provide a materially complete description of the NFTs, including their
purpose, terms, characteristics, minting, distribution, custody, and transferability, as
well as the availability of secondary markets. Please specifically address the
company’s role(s) and, to the extent applicable, the role(s) of third parties.
•Please provide us with the company’s legal analysis as to whether the NFTs are
securities under Section 2(a)(1) of the Securities Act of 1933. Your analysis should
address not only the NFTs themselves but also the operation of the platform through

 FirstName LastNameJohn Morgan
 Comapany NameNitches, Inc.
 November 10, 2022 Page 2
 FirstName LastNameJohn Morgan
Nitches, Inc.
November 10, 2022
Page 2
which they are minted and the development and operation of the metaverse.
•To the extent that third parties will be able to mint the NFTs, please describe the
internal processes you will establish to determine whether such NFTs are securities as
defined in the Securities Act of 1933. Please also describe the internal processes you
will establish to ensure that you are not facilitating, or causing you to engage in,
transactions in unregistered securities.
•Please identify the blockchain network on which the NFTs will be minted. To the
extent it will be a third-party network, please describe the network and the risks and
challenges related to relying on a third-party network.
•Please describe any and all applicable laws and regulations relating to the minting
and distribution of the NFTs.
•Please describe the risks relating to holding the NFTs, including any risks and
challenges related to the storage or custody of the NFTs and the use of wallets.
2.We note that the company currently mints and distributes NFTs that represent QR codes.
We have the following comments:
•Please provide a materially complete description of the NFTs, including their
purpose, terms, characteristics, minting, distribution, custody, and transferability, as
well as the availability of secondary markets. Please specifically address the
company’s role(s) and, to the extent applicable, the role(s) of third parties.
•Please supplementally provide us with the company’s legal analysis as to whether the
NFTs are securities under Section 2(a)(1) of the Securities Act of 1933.
•Please describe any and all applicable laws and regulations relating to the minting
and distribution of the NFTs.
•Please describe the risks relating to holding the NFTs, including any risks and
challenges related to the storage or custody of the NFTs and the use of wallets.
3.Please clarify whether you intend to accept crypto assets as payment or otherwise
acquire crypto assets. Please also clarify whether you intend to custody NFTs or other
crypto assets.
4.Please describe the terms of your Equity Incentive Plan and Equity Incentive Program.
We note your disclosure on pg. 6 that the Company plans to use their publicly traded
common stock for the Equity Incentive Plan for Social Media in Phase I of the business.
Please reconcile that disclosure with the disclosure on pg. 36 indicating that the Company
does not plan to create the Equity Incentive Plan until after completion of Phase III of the
business plan.
5.Please revise your filing throughout to remove improper "prospectus" and "registration
statement" references.
6.We note that the purchase price for your securities reflected in your subscription
agreement is different than the purchase price disclosed in your Offering Statement. We
also note that the subscription agreement does not include a minimum investment amount.
Please advise or revise.

 FirstName LastNameJohn Morgan
 Comapany NameNitches, Inc.
 November 10, 2022 Page 3
 FirstName LastNameJohn Morgan
Nitches, Inc.
November 10, 2022
Page 3
7.Please revise page ii to reflect the minimum purchase requirement.
Our Business, page 6
8.Please clarify whether Nitches has entered into any partnerships with any manufacturing
partners and where those partners are located.
9.We note your disclosure regarding your three phases of business development. Please
revise to clarify which phase of the business you are in.
10.We note your disclosure that you have a small sales and marketing organization. Please
disclose the number of full-time and part-time employees that you have.
Management's Discussion & Analysis of Financial Condition & Results of Operations, page 30
11.We note you references to the financial statements at December 31 in several disclosures
within your filing. Please remove and revise with appropriate accounting periods
throughout your filing.
Directors, Executive Officers & Corporate Governance, page 34
12.Please expand Mr. John Morgan's biographical information to include his specific
business experience during the past five years. Refer to Item 10(c) of Part II of Form 1-A.
13.Mr. John Morgan is identified as the CEO and sole Director of the Company. Please
reconcile with the disclosure found on Page 13 in the Risk Factor section discussing a Mr.
Richard Papaleo as being CEO. Please also revise this section to identify Mr. Papaleo's
and provide the information required by Item 10 of Part II of Form 1-A.

Executive Compensation, page 36
14.Please clarify whether the $100,000 in other compensation for John Morgan was due to
his conversion of his 2020 Series A Preferred Share or due to a separate grant of
100,000,000 shares of the Issuer.
Security Ownership of Management & Certain Securityholders, page 37
15.Please reconcile the disclosure in the table on pg. 37 that John Morgan owns one share of
2020 Series A Preferred Stock with the disclosure on pg. F-20 that Mr. Morgan converted
that share into 100,000,000 shares of Common Stock on November 4, 2021 and that as of
May 31, 2022 the Company had no shares of Preferred Stock Series A issued and
outstanding.
Description of Securities, page 38
16.Please reconcile the disclosure that there were 56,759,444 shares of common stock
outstanding as of October 11, 2022 with information on Page F-21 that there were

 FirstName LastNameJohn Morgan
 Comapany NameNitches, Inc.
 November 10, 2022 Page 4
 FirstName LastName
John Morgan
Nitches, Inc.
November 10, 2022
Page 4
44,839,644 shares of Common Stock issued and outstanding as of May 31, 2022.
Preferred Stock, page 38
17.Please revise the table to clarify what the 25,200,000 amount represents.
Report of Independent Registered Public Accounting Firm
Opinion on the Financial Statements, page F-1
18.We note in the first paragraph, your auditor references the related statements of
operations, changes in shareholders' equity and cash flows for each of the two years in the
period ended August 31. 2021. Please have your auditors revise to specifically state "and
2020" to include both periods. Also, have your auditors revise the second paragraph to
also cover the period ended August 31, 2020.
Financial Statements, page F-3
19.Please revise the column headings labeled December 31, 2021 on pages F-3 and F-5 to the
appropriate period (i.e., August 31).
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Melissa Gilmore at 202-551-3777 or Hugh West at 202-551-3872 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Request for Qualification    Nitches, Inc.

 1330 N. Buffalo Dr., Ste. 210 850

 Las Vegas, NV 89128

 (251) 272-6917

 October 6, 2021

 REQUEST FOR QUALIFICATION

 Mr. Jay Mumford

 Ms. Sherry Haywood

    Re:

   Nitches, Inc. Form 1-A/A

   Amendment No. 1 - Request for Qualification

   File No. 024-11601

 Dear Mr. Mumford and Ms. Haywood:

 On behalf of Nitches, Inc. (the “Company”), I hereby request qualification of the above- referenced Amendment at 4:00 p.m., Eastern Time, on Thursday, October 7, 2021, or as soon thereafter as is practicable.

 The Company’s Offering in its Form 1-A/A has been qualified by coordination in the state of Georgia. Under this exemption, the offering is qualified in Georgia pending qualification by the SEC and the Company’s undertaking to submit to the Georgia Secretary of State Securities Division any later filed amendments of the Form 1-A/A.

 Very Truly Yours,

 /s/ John Morgan

 John Morgan

 CEO

 Nitches, Inc.

CORRESP
1
filename1.htm

Request for Qualification    Nitches, Inc.

 1330 N. Buffalo Dr., Ste. 210

 Las Vegas, NV 89128

 (251) 272-6917

 October 5, 2021

 REQUEST FOR QUALIFICATION

 Mr. Jay Mumford

 Ms. Sherry Haywood

    Re:

   Nitches, Inc. Form 1-A/A

   Amendment No. 1 - Request for Qualification

   File No. 024-11601

 Dear Mr. Mumford and Ms. Haywood:

 On behalf of Nitches, Inc. (the “Company”), I hereby request qualification of the above-referenced Amendment at 4:00 p.m., Eastern Time, on Thursday, October 7, 2021, or as soon thereafter as is practicable.

 In making this request, the Company acknowledges that:

 ·Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

 ·The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of the disclosure in the filing; and

 ·The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very Truly Yours,

 /s/ John Morgan

 John Morgan

 CEO

 Nitches, Inc.

CORRESP
1
filename1.htm

Correspondence    September 28, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

 100 F Street, N.E.

 Washington, D.C. 20549

    Attn:

   Jay Mumford

   Sherry Haywood

   RE:

   Nitches, Inc. (the “Company”)

   Offering Statement on Form 1-A

   File No. 024-11601

 Ladies and Gentlemen:

 In response to your comment letter dated August 27, 2021 issued for our Offering Statement of Form 1-A filed August 4, 2021, the Company filed a Form 1-A/A on September 8, 2021 addressing each of the comments in your letter.

 The Company now provides this letter in support our Form 1-A/A explaining how each of the comments was addressed.

 Comment #1

 The Company is not disqualified from conducting a Regulation A offering by Rule 251(b)(3) notwithstanding that its business plan is to merge with or acquire an unidentified company or companies because any such acquisitions would only occur in Phase 3 of its business plan after such companies would be identified through execution of Phase 2 of its business plan that sets the methodology for identifying the target companies: the target companies would be in the sector of manufacturing of retail goods, and would be identified by profitably completing a marketing campaign of their goods white labeled under the Company’s “Nitches” brand and marketed by our team of social media influencers, which gets built out in Phase 1.

 Using an already established business as a process to determine of a target is a suitable acquisition does not make a company a development stage company by having either no specific business plan or purpose or a business plan to merge with or acquire an unidentified company or companies.  Our filed Form 1-A/A clarifies that the Company’s business plan is to be executed in phases with any acquisitions only occurring in Phase 2 and only after the Company goes through a marketing campaign with the possible target in Phase 1.  Furthermore, the Company may or may not make any acquisitions so its business plan is not to merge with or acquire unidentified company or companies.

 Comment #2

 With its Form 1-A/A, the Company included, Exhibit 25, the Certificate of Change the Company filed with the Nevada Secretary of State increasing its authorized Common Stock to 300,000,000 shares (par value $.001).

 Comment #3

 With its Form 1-A/A, the Company included, Exhibit 24, the Certificate of Designation for its Series A Preferred Stock the Company filed with the Nevada Secretary of State, which at Section 2(a) entitles the class to 60% of the Company’s shareholder voting power.

   Comment #4

 The typos were corrected, and other revisions made throughout the document, particularly in the Risk Factors section, to better reflect the Company’s business plan.

 Comment #5

 The Form 1-A/A was amended to state the offering proceeds of $4,500,000.00 throughout the document.

 Comment #6

 The disclosures required by Item 14(c) of Form 1-A have been added to the Company’s Form 1-A/A in the Plan of Distribution section.

 In our conversation with Mr. Mumford on Friday September 24, 2021, he wanted us to inform him when a state had qualified our offering.  The Company’s Offering in its Form 1-A/A has been qualified by coordination in the state of Georgia.  Under this exemption, the offering is qualified in Georgia pending qualification by the SEC and the Company’s undertaking to submit to the Georgia Secretary of State Securities Division any later filed amendments of the Form 1-A/A.

 If you have any questions regarding this application for withdrawal, please do not hesitate to call Milan Saha, the Company’s counsel, at (646) 397-9056 or (518) 478-4208.

 Very truly yours,

 Nitches, Inc.

 By: /s/ John Morgan

 Name: John Morgan

 Title: Chief Executive Officer

United States securities and exchange commission logo
August 27, 2021
John Morgan
Chief Executive Officer
Nitches, Inc.
1333 N. Buffalo Dr., Suite 210
Las Vegas, NV 89128
Re:Nitches, Inc.
Offering Statement on Form 1-A
Filed August 4, 2021
File No. 024-11601
Dear Mr. Morgan:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form 1-A
Offering Circular Summary, page 2
1.We note the purpose of this offering is "financing and/or acquisitions of and global
manufacturers of high margin goods."  Rule 251(b)(3) states that Regulation A is not
available for a development stage company that either has no specific business plan or
purpose, or has indicated that its business plan is to merge with or acquire an unidentified
company or companies.   Please tell us why you believe you are eligible to conduct a
Regulation A offering.
2.We note you are seeking to register 150,000,000 shares of common stock and that prior to
the offering you had 105,659,644 shares of common stock outstanding.   However, the
Amended and Restated Articles of Incorporation filed as an exhibit only authorize
75,000,000 shares of which 50,000,000 are designated as common stock.  Please clarify.
3.We note your reference to 2020 Series A Preferred stock that this "one share effectively

 FirstName LastNameJohn Morgan
 Comapany NameNitches, Inc.
 August 27, 2021 Page 2
 FirstName LastName
John Morgan
Nitches, Inc.
August 27, 2021
Page 2
controls the Company by representing no less than 60% of all combined votes of Common
and Preferred Stock at any time"   However, Section 2(d) of the Articles of Incorporation
filed as an exhibit states that "Series A Preferred Stock shall not be entitled to voting
rights and shall not be entitled to vote on matters submitted to a vote of the Corporation's
shareholders."  Please clarify.
Risks Related to our Company, page 8
4.We note your references to "solar" in the first, 28th and 31st risk factors as well as
references to facilities in North Carolina in the third and 29th risk factors.  Please revise to
reflect the issuers current status.
Inadequacy of capital, page 11
5.You disclose that the expected gross offering proceeds of a maximum of $15,000,000 may
never be realized. We note that this is an offering of $4,500,000. Please revise to ensure
that your disclosure is consistent.
Use of Proceeds, page 25
6.You disclose on page iii footnote (2) that selling shareholders [are] getting $150,000 of
the Offering and here that a portion of the offering is allotted for sales on behalf
of noteholders converting $150,000 of convertible debt. Please revise to provide the
disclosure required by Item 14(c) of Form 1-A.
            We will consider qualifying your offering statement at your request.  In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering.  If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jay Mumford at (202) 551-3637 or Sherry Haywood at (202) 551-3345
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561
 September 17, 2007

 Steven P. Wyandt, Chief Executive Officer Nitches, Inc.  10280 Camino Santa Fe San Diego, California  92121
Re: Nitches, Inc.
Registration Statement on Form S-3  Filed August 21, 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 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.
 General

1. Please provide us, with a view toward di sclosure in the prospectus, with the
total dollar value of the s ecurities underlying the convert ible notes that you have
registered for resale using the number of underlying securities that you have
registered for resale and the market price per share for those securities on the date of the sale of the convertible note.
2. Please provide us, with a view toward disclosure in the prospectus, tabular
disclosure of the dollar amount of each payment, including the value of any

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 2
payments to be made in common stock, in  connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the tr ansaction, including
any interest payments, liquidated damage s, payments made to “finders” or
“placement agents,” and any other payments or potential payments.  Please provide footnote disclosure of the terms of each such payment.  Please do not
include any repayment of principal on th e convertible notes in this disclosure.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.
3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit the selling shar eholders could rea lize as a result of
the conversion discount for the secur ities underlying the convertible note,
presented in a table with the followi ng information disclosed separately:
o the market price per share of the securities underlying the convertible
note on the date of the sale of the convertible note; and
o the conversion price per share of th e underlying securitie s on the date of
the sale of the convertible note, calculated as follows:
ƒ if the conversion price per share is set at a fixed price, use the price
per share established in the convertible note; and
ƒ if the conversion price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of
the underlying security, use the c onversion discount rate and the
market rate per share on the date of the sale of the convertible note
and determine the conversion price per share as of that date;
• the total possible shares underlying the convertible note, assuming no
interest payments and complete conv ersion throughout the term of the note;
• the combined market price of the total number of shares underlying the
convertible note, calculated by using th e market price per share on the date
of the sale of the convertible note and the total possible shares underlying
the convertible note;

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 3
• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible note calculated by using the conversion price on the date of the sale of the convertible note and the total possible number of shares the
selling shareholders may receive; and
• the total possible discount to  the market price as of th e date of the sale of the
convertible note, calculated by subtr acting the total conv ersion price on the
date of the sale of the convertible no te from the combined market price of
the total number of shares underlying the convertible note on that date.
If there are provisions in th e convertible note that could result in a change in the
price per share upon the occurrence of cer tain events, please provide additional
tabular disclosure as appropriate.  For ex ample, if the conversion price per share
is fixed unless and until the market pri ce falls below a stated price, at which
point the conversion price per share drops to a lowe r price, please provide
additional disclosure.
4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other
securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, pr esented in a table with the following
information disclosed separately:
o market price per share of the underlying securities on the date of the sale
of that other security; and
o the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows: ƒ if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and
ƒ if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market
price of the underlying security, us e the conversion/exercise discount
rate and the market rate per share on the date of the sale of that other
security and determine the conversion price per share as of that date;

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 4
• the total possible shares to be received under the particular securities,
assuming complete conversion/exercise;
• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;
• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the da te of the sale of that  other security and the
total possible number of underlying shares; and
• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that ot her security from the combined market
price of the total number of unde rlying shares on that date.
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the gross proceeds paid or payable to  the issuer in the convertible note
transaction;
• all payments that have been made or that may be required to be made by the
issuer that are disclosed in re sponse to current comment 2;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to current comments 3 and 4.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to current commen t 2, and the total pos sible discount to
the market price of the shares underlying the convertible note, as disclosed in
response to current comment 3, divided by the net proceeds to the issuer from
the sale of the convertible notes, as well as the amount of that resulting
percentage averaged over the te rm of the convertible notes.

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 5
6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer, or any of its
predecessors, and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship rega rding the transaction, or any predecessors of those
persons, with the table including the follo wing information disclosed separately
for each transaction:
• the date of the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;
• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction, assuming full issuance, with the percentage
calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction, reverse split ad justed, if necessary; and
• the current market price per share of the class of securities subject to the
transaction, reverse split adjusted, if necessary.
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:
• the number of shares outstanding prior to the convertible note
transaction that are held by persons other than the selling shareholders,
affiliates of the company, and affiliates of the selling shareholders;

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 6
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current transaction.
In this analysis, the calculation of th e number of outstanding shares should
not include any securities  underlying any outstanding convertible securities,
options, or warrants.
8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:
• whether the issuer has th e intention, and a reason able basis to believe
that it will have the financial ability, to make all payments on the
overlying securities; and
• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s stock, the following additional information:
o the date on which each such selling sh areholder entered into that short
position; and
o the relationship of the date on which each such selling shareholder
entered into that short position to the date of the announcement of the
convertible note transaction and the f iling of the registration statement,
e.g., before or after the announcem ent of the convertible note
transaction, before the filing or af ter the filing of the registration
statement, etc.

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 7
9. Please provide us, with a view toward disclosure in the prospectus, with:
• a materially complete description of the relationships and arrangements that
have existed in the past three years or  are to be performed in the future
between the issuer, or any of its predecessors, and the selling shareholders,
any affiliates of the selling sharehol ders, or any person with whom any
selling shareholder has a contractual relationship regarding the transaction,
or any predecessors of those pers ons – the information provided should
include, in reasonable detail, a comp lete description of the rights and
obligations of the parties in connecti on with the sale of the convertible
notes; and
• copies of all agreements between the issuer, or any of its predecessors, and
the selling shareholders, any affiliates of the selling shareholders, or any
person with whom any selling share holder has a contractual relationship
regarding the transaction, or any predecessors of those persons, in
connection with the sale of the convertible notes.
If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those parties are included as exhibits to
the registration statement, please provide us with confirmation of your view in
this regard.
10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which th e company determined the number of
shares it seeks to register in connection w ith this registration statement.  In this
regard, please ensure that the number of shares registered in the fee table is consistent with the shares listed in the Stock Ownership of Management and
Principal Stockholders section and the Selling Stockholders section of the
prospectus.

Selling Stockholders, page 7

11. We note your disclosure in the second pa ragraph of this sec tion that you issued
an aggregate of $3.15 million principal am ount of debentures and warrants to
purchase up to 577,500 shares of your co mmon stock in your June 2007 private
placement to Birchten Investments, Ltd. and Granite Financial Group, LLC.
Please revise to clarify that these de bentures and warrant s you discuss allow
Birchten Investments and Granite Fi nancial Group to receive up to 1,342,063
shares of common stock.

Steven P. Wyandt
Nitches, Inc.
September 17, 2007  Page 8
12. We note that the conversion price of y our debentures into shares of your
common stock is $4.12 and the exercise  price of your warrants is $4.12 per
share.  Additionally, you state that th e conversion and exercise prices are
“subject to adjustment, including anti-dil ution protection.”  In this section,
please discuss these adjustments and anti-dilution protections.  Also, please consider adding a risk factor.
13. Please disclose whether either selling stockholder is a broker-dealer.  If so, please identify that stock holder as an

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

CORRESP
1
filename1.htm

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

February 8, 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. - Registration Statement on Form S-3 (File No.
      333-145613)

Mr. Owings and Ms. Petrillo:

     Pursuant
to Rule 461(a) of the rules and regulations promulgated under the Securities Act
of 1933, as amended (the "Act"), Nitches, Inc. (the "Company"), hereby requests that the
above-referenced registration statement be declared effective on Tuesday, February 12, 2008, at 10:00 a.m. Washington, D.C.
time, or as soon thereafter as practicable.
The Company hereby confirms that it is aware of its obligations under the Act
and under the Securities Exchange Act of 1934 as they relate to the proposed
offering of the securities specified in the registration statement. The Company
acknowledges that:

  should the Commission or the staff, acting
  pursuant to delegated authority, declare the filing effective, it does not
  foreclose the 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 and 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.

     The
Company respectfully requests confirmation of effectiveness and requests that
the same be communicated to our legal counsel James A. Mercer, III, via
telephone (619.744.2209) or fax (619.744.2201). Your consideration in this
matter is greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

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

CORRESP
1
filename1.htm

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

January 25, 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.
      - Registration Statement on Form S-3 (File No.
      333-141659)

Mr. Owings and Ms. Petrillo:

Pursuant to Rule 461(a) of the rules
and regulations promulgated under the Securities Act of 1933, as amended (the
"Act"),
Nitches, Inc. (the "Company"), hereby requests that the above-referenced registration
statement be declared effective on Tuesday,
January 29, 2008, at 10:00 a.m. Washington, D.C. time, or as soon thereafter as practicable. The Company hereby confirms that
it is aware of its obligations under the Act and under the Securities Exchange
Act of 1934 as they relate to the proposed offering of the securities specified
in the registration statement. The Company acknowledges that:

  should the Commission or the staff, acting pursuant to
  delegated authority, declare the filing effective, it does not foreclose the
  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 and 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.

     The
Company respectfully requests confirmation of effectiveness and requests that
the same be communicated to our legal counsel James A. Mercer, III, via
telephone (619.744.2209) or fax (619.744.2201) . Your consideration in this
matter is greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

CORRESP
1
filename1.htm

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

January 25, 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.
      - Registration Statement on Form S-3 (File No.
      333-142478)

Mr. Owings and Ms. Petrillo:

Pursuant to Rule 461(a) of the rules
and regulations promulgated under the Securities Act of 1933, as amended (the
"Act"),
Nitches, Inc. (the "Company"), hereby requests that the above-referenced registration
statement be declared effective on Tuesday,
January 29, 2008, at 10:00 a.m. Washington, D.C. time, or as soon thereafter as practicable. The Company hereby confirms that
it is aware of its obligations under the Act and under the Securities Exchange
Act of 1934 as they relate to the proposed offering of the securities specified
in the registration statement. The Company acknowledges that:

  should the Commission or the staff, acting pursuant to
  delegated authority, declare the filing effective, it does not foreclose the
  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 and 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.

     The
Company respectfully requests confirmation of effectiveness and requests that
the same be communicated to our legal counsel James A. Mercer, III, via
telephone (619.744.2209) or fax (619.744.2201). Your consideration in this
matter is greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

CORRESP
1
filename1.htm

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

January 24, 2008

VIA EDGAR
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. 3 to
      Registration Statement on Form S-3 (File
      No.  333-142478)

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

Mr. Owings and Ms. Petrillo:

     Nitches,
Inc. ("we,"
"our,"
"us" or the
"Company"),
has filed through EDGAR, Pre-Effective Amendment No. 3 to each of the
above-referenced registration statements (the "Registration Statements"). The Company
filed a Pre-Effective Amendment No. 2 to each of the Registration Statements on
January 9, 2008. We were advised that the Commission had no further comment to
the Registration Statements. However, because the Company did not timely file
its Quarterly Report on Form 10-Q for the period ended November 30, 2007, we
were advised that we would have to file a Pre-Effective Amendment No. 3 to each
of the Registration Statements to update the "Incorporation by Reference"
section in each of the Registration Statements to include the Quarterly Report
on Form 10-Q for the period ended November 30, 2007. That quarterly report was
filed on January 24, 2008. Accordingly, among other items that were updated, the
"Incorporation by Reference" section in each of the Registration Statements was
revised to include the Quarterly Report on Form 10-Q for the period ended
November 30, 2007.

     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

CORRESP
1
filename1.htm

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

January 16, 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.

    Registration
      Statement on Form S-3 (File No. 333-141659)

    Registration
      Statement on Form S-3 (File No. 333-142478)

Mr. Owings and Ms. Petrillo:

     Nitches,
Inc. (the "Company"), hereby withdrawals the acceleration requests made in respect of each
of the above-referenced registration statements, which the Company submitted via
EDGAR on January 14, 2008.

     Your assistance in this matter is
greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

CORRESP
1
filename1.htm

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. - Registration
      Statement on Form S-3 (File No. 333-142478)

Mr. Owings and Ms. Petrillo:

Pursuant to Rule 461(a) of the rules and
regulations promulgated under the Securities Act of 1933, as amended (the
"Act"),
Nitches, Inc. (the "Company"), hereby requests that the above-referenced registration
statement be declared effective on Thursday,
January 17, 2008, at 10:00 a.m. Washington, D.C. time, or as soon thereafter as practicable. The Company hereby confirms that
it is aware of its obligations under the Act and under the Securities Exchange
Act of 1934 as they relate to the proposed offering of the securities specified
in the registration statement. The Company acknowledges that:

  should the Commission or the staff, acting pursuant to
  delegated authority, declare the filing effective, it does not foreclose the
  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 and 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.

     The Company
respectfully requests confirmation of effectiveness and requests that the same
be communicated to our legal counsel James A. Mercer, III, via telephone
(619.744.2209) or fax (619.744.2201). Your consideration in this matter is
greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

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.
      - Registration Statement on Form S-3 (File No.
      333-141659)

Mr. Owings and Ms. Petrillo:

Pursuant to Rule 461(a) of the rules and
regulations promulgated under the Securities Act of 1933, as amended (the
"Act"),
Nitches, Inc. (the "Company"), hereby requests that the above-referenced registration
statement be declared effective on Thursday,
January 17, 2008, at 10:00 a.m. Washington, D.C. time, or as soon thereafter as practicable. The Company hereby confirms that
it is aware of its obligations under the Act and under the Securities Exchange
Act of 1934 as they relate to the proposed offering of the securities specified
in the registration statement. The Company acknowledges that:

  should the Commission
  or the staff, acting pursuant to delegated authority, declare the filing
  effective, it does not foreclose the 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 and 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.

     The Company
respectfully requests confirmation of effectiveness and requests that the same
be communicated to our legal counsel James A. Mercer, III, via telephone
(619.744.2209) or fax (619.744.2201). Your consideration in this matter is
greatly appreciated.

    Sincerely,

    /s/ Steven P.
      Wyandt

    Chief Executive
      Officer

CORRESP
1
filename1.htm

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

January 8, 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 6, 2007 (File
      No.  333-142478)

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

    Filed
      December 6, 2007 (File
      No.  333-141659)

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 each
of the above-referenced registration statements (the "Registration Statements"). 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
Statements.

     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.

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.

*
 *    *    *    *    *

     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

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

CORRESP
1
filename1.htm

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

December 7, 2007

VIA EDGAR

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

    Re:

    Nitches,
      Inc.

    Registration
      Statement on Form S-3

    Filed August
      21, 2007

    File No.
      333-145613

Messrs. Owings and Fieldsend:

     Nitches,
Inc. ("we," "our," "us" or the "Company"), has filed through EDGAR,
Pre-Effective Amendment No. 1 ("Amendment No. 1") 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 September 17, 2007 (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. 1 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. 1.

     The
Registration Statement relates to the resale of an aggregate of 1,342,063 shares
of our common stock by Birchten Investments, Ltd. and Granite Financial Group,
LLC. Such shares of common stock are issuable by us upon conversion and
exercise, respectively, of debentures and warrants we sold in a private
placement to Birchten and Granite on June 21, 2007. In this letter we refer to
such private placement as our June 2007 Private Placement.

General

COMMENT 1. Please provide us, with a
view toward disclosure in the prospectus, with the total dollar value of the
securities underlying the convertible notes that you have registered for resale
using the number of underlying securities that you have registered for resale
and the market price per share for those securities on the date of the sale of
the convertible note.

     RESPONSE: We are seeking to register
for resale an aggregate of 1,342,063 shares of our common stock on behalf of
Birchten Investments, Ltd. and Granite Financial Group, LLC, consisting of the
following:

    # of
      Shares

    # of
      Shares

     Selling Stockholder

    Underlying Debenture

    Underlying Warrant

    Total

     Birchten

    728,155

    550,000

    1,278,155

     Granite

    36,408

    27,500

    63,908

    Total

    764,563

    577,500

    1,342,063

     The
closing market price per share of our common stock on the date we sold the
debentures and warrants to the selling stockholders (June 21, 2007) was $3.90.
Accordingly, the total dollar value of our common stock underlying the
debentures is $2,981,796.

COMMENT 2. Please provide us, with a
view toward disclosure in the prospectus, tabular disclosure of the dollar
amount of each payment, including the value of any payments to be made in common
stock, in connection with the transaction that you have made or may be required
to make to any selling shareholder, any affiliate of a selling shareholder, or
any person with whom any selling shareholder has a contractual relationship
regarding the transaction, including any interest payments, liquidated damages,
payments made to "finders" or "placement agents," and any other payments or
potential payments. Please provide footnote disclosure of the terms of each such
payment. Please do not include any repayment of principal on the convertible
notes in this disclosure.

Further, please provide us, with a
view toward disclosure in the prospectus, with disclosure of the net proceeds to
the issuer from the sale of the convertible notes and the total possible
payments to all selling shareholders and any of their affiliates in the first
year following the sale of convertible notes.

     RESPONSE: The table below provides the
dollar amount of every payment that we have made or may be required to make in
connection with our June 2007 Private Placement to the selling stockholders, any
affiliate of a selling stockholder, or any person with whom any selling
stockholder has a contractual relationship regarding our June 2007 Private
Placement. Such payments consist solely of interest payments and liquidated
damages, each of which are payable to the selling stockholders. We have not made
and will not be required to make any other payments, other than the repayment of
principal on the debentures, which your comment states not to include in the
table, to either selling stockholder, any of their affiliates or any person with
whom any selling stockholder has a contractual relationship regarding our June
2007 Private Placement.

      Type of
      Payment

    Total Amount

      Interest (1)

    $957,945

      Liquidated Damages (2)

    $346,500

    Total

    $1,304,445

____________________

(1)
Consists of the total dollar amount of interest payments we will be required to
make under the terms of the debentures assuming all interest payments are made
in cash and the debentures are held until maturity.

(2) Under the
terms of registration rights agreement we entered into with each of Birchten and
Granite, we agreed to maintain the effectiveness of the Registration Statement
for a period of time until Birchten and Granite can sell the common stock
underlying the debentures and warrants without volume restrictions under Rule
144. If the Registration Statement is not declared effective by October 25,
2007, or if we fail to maintain the effectiveness of the Registration Statement,
we are required to pay to each of Birchten and Granite an amount equal to 1.0%
of the principal amount of the debentures outstanding for any 30 day period, or
pro rata portion thereof, that such a failure continues during the first year
the debentures are outstanding and 0.5 % of the principal amount outstanding for
any 30 day period, or pro rata portion thereof,
that such a failure continues during the second year the debentures are
outstanding. The dollar amounts shown here assume the Registration Statement is
never declared effective and the debentures remain outstanding for their entire
term.

2

     The table
below sets forth the net proceeds to us from our June 2007 Private Placement:

    Proceeds

    Birchten

    $
    3,000,000(1)

    Granite

    -- (2)

    Gross
      proceeds

    3,000,000

    Less fees and expenses:

             Payment for investor's legal fees

    (25,000)

         Payment for our legal
      fees

    (25,000)

    (50,000)

    Net
      proceeds

    $

    2,950,000

____________________

(1) Total dollar amount Birchten paid
to us for the convertible dentures and warrants purchased in our June 2007
Private Placement.

(2) Granite acted
as our financial advisor in connection with our 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.

     The
following table sets forth the amount of total possible payments that we may be
required to make to each selling stockholder in the first year following the
sale of the debentures issued in our June 2007 Private Placement, assuming that
the debentures are held through maturity and all payments are made in cash when
due. Other than the payment interest in respect of such debentures, we are not
required to make any other payments to any selling stockholder or any of their
affiliates during such time period.

    Payments Required Through
      June 21, 2008

    Selling
      Stockholder

    Principal (1)

    Interest

    Total

    Birchten

    -

    $
    341,260

    $
    341,260

    Granite

      -

    17,063

    17,063

    Total

      -

    $

    358,323

    $

    358,323

____________________

(1) There are no principal payments
until December 31, 2009, at which time the entire amount of principal and
accrued and unpaid interest is due.

3

COMMENT 3. Please provide us, with a
view toward disclosure in the prospectus, with tabular disclosure
of:

     ·     the total possible profit
the selling shareholders could realize as a result of the conversion discount
for the securities underlying the convertible note, presented in a table with
the following information disclosed separately.

¡
the market price per share of the securities
underlying the convertible note on the date of the sale of the convertible note;
and

          ¡     the conversion price per share of the
underlying securities on the date of the sale of the convertible note,
calculated as follows:

n     if the conversion price per share is set
at a fixed price, use the price per share established in the convertible note;
and

n     if the conversion price per share is not
set at a fixed price and, instead, is set at a floating rate in relationship to
the market price of the underlying security, use the conversion discount rate
and the market rate per share on the date of the sale of the convertible note
and determine the conversion price per share as of that
date;

·     the total possible shares
underlying the convertible note, assuming no interest payments and complete
conversion throughout the term of the note;

·     the combined market price of the
total number of shares underlying the convertible note, calculated by using the
market price per share on the date of the sale of the convertible note and the
total possible shares underlying the convertible note;

·     the total possible shares the
selling shareholders may receive and the combined conversion price of the total
number of shares underlying the convertible note calculated by using the
conversion price on the date of the sale of the convertible note and the total
possible number of shares the selling shareholders may receive;
and

·     the total possible discount to
the market price as of the date of the sale of the convertible note, calculated
by subtracting the total conversion price on the date of the sale of the
convertible note from the combined market price of the total number of shares
underlying the convertible note on that date.

     If
there are provisions in the convertible note that could result in a change in
the price per share upon the occurrence of certain events, please provide
additional tabular disclosure as appropriate. For example, if the conversion
price per share is fixed unless and until the market price falls below a stated
price, at which point the conversion price per share drops to a lower price,
please provide additional disclosure.

     RESPONSE: The following tables set
forth the total possible profit the selling stockholders could realize as a
result of the conversion or exercise discount for the shares of common stock
underlying the debentures and warrants we issued in our June 2007 Private
Placement.

     Neither
the conversion price of the debentures nor the exercise price of the warrants
adjusts in relation to our stock price at the time of conversion or exercise,
unless the conversion is at our election in which case the conversion price is
the lower of (i) the then current conversion price or (ii) a 15% discount to the
variable weighted average price, or VWAP, for our common stock for the 10
trading days following the date we provide notice of our decision to have the
holders convert their debentures. For purposes of this disclosure, we calculated
the possible discount under two scenarios with respect to the debentures: (1)
assuming the conversion price at the time of conversion remains at the initial
conversion price of $4.12, which it currently is; and (2) assuming the
conversion price is adjusted to reflect a VWAP for our common stock of $3.90,
which was the closing price of our common stock on the date we sold the
debentures. In each case, we assume that all
principal and interest as to the debentures will be converted into shares of our
common stock and the debentures will be outstanding for their entire term.

4

     In the
following tables the column entitled:

  "Market Price" reflects the closing price per share of our common stock
  on the date we issued the convertible debentures and warrants.

  "Debentures-Conversion Price"
  reflects the conversion price of the debenture on the date the debenture was
  issued.

  "Debentures-Shares" reflects the
  number of shares issuable upon conversion of the debenture under the given
  scenario.

  "Warrants-Exercise Price" reflects
  the exercise price of the warrant on the date the warrant was issued.

  "Warrants-Shares" reflects the
  number of shares issuable upon exercise of the warrant;

  "Total Shares" reflects the total number of shares of our common stock
  issuable upon conversion and exercise of the debenture and warrant under the
  given scenario.

  "Combined Market Price" reflects the total dollar amount of the market
  price of our common stock calculated by multiplying the "Total Shares" amount
  by the "Market Price" dollar amount.

  "Combined Conversion/Exercise
  Price" reflects the total dollar amount the selling stockholder will incur to
  convert the debentures and warrants calculated by adding together the (i)
  product of the "Debenture-Shares" amount by the "Conversion Price" dollar
  amount and (ii) the product of the "Warrant-Shares" amount by the "Exercise
  Price" dollar amount.

  "Premium to the Market Price" or "Discount to the Market Price"
  reflects the premium or discount, as the case may be, the selling stockholder
  may realize upon conversion and exercise of the debentures and warrants under
  the given scenario.

Conversion Price Remains at the
Initial Conversion Price of $4.12 at the Time of Conversion

    Combined

    Premium

    Debentures

    Warrants

    Conversion/

    to the

    Selling

    Market

    Conversion

    Exercise

     Combined

    Exercise

    Market

    Stockholder

    Price

    Price

    Shares

    Price

    Shares

    Total Shares

    Market Price

    Price

    Price

    Birchten

    $  3.90

    $  4.12

    728,155

    $  4.12

    550,000

    1,278,155

    $
    4,984,806

    $
    5,266,000

    $
    281,194

    Granite

    $
      3.90

    $
      4.12

    36,408

    $
      4.12

    27,500

    63,908

    $
      249,240

    $
      263,300

    $
    14,060

Assuming an Adjusted Conversion Price
Reflecting a VWAP of $3.90 at the Time of Conversion

    Combined

    Discount

    Debentures

    Warrants

    Conversion/

    to the

    Selling

    Market

    Conversion

    Exercise

     Combined

    Exercise

    Market

    Stockholder

    Price

    Price

    Shares

    Price

    Shares

    Total Shares

    Market Price

    Price

    Price

    Birchten

    $  3.90

    $  3.32

    904,977

    $  4.12

    550,000

    1,454,977

    $
    5,674,412

    $
    5,266,000

    $
    408,412

    Granite

    $
      3.90

    $
      3.32

    45,249

    $
      4.12

    27,500

    72,749

    $
    283,721

    $
      263,300

    $
    20,421

     As
indicated in the tables above, with respect to the debentures, there is no
profit realizable if the conversion price remains at $4.12, and there is an
aggregate profit of $428,832 realizable if the conversion price decreases to
$3.32. However, the conversion price only decreases if we elect to make a
payment with common stock instead of in cash at a time when a 15

CORRESP
1
filename1.htm

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

December 6, 2007

VIA EDGAR

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

Re:
Nitches, Inc.

Registration Statement on Form S-3

Filed May 1, 2007

File No. 333-142478

Messrs. Owings and Benson:

     Nitches, Inc. ("we," "our," "us" or the "Company"), has filed through EDGAR, Pre-Effective Amendment No. 1 ("Amendment No. 1") 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 May 16, 2007 (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. 1 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. 1.

Form S-3

COMMENT 1. Please update your incorporation by reference disclosure to include the Form 8-K filed on May 2, 2007.

     RESPONSE: The incorporation by reference disclosure in Amendment No. 1 has been updated to include the Form 8-K filed on May 2, 2007 as well all other filings required to be included.

     In addition, given the amount of time that has passed since we initially filed the Registration Statement, Amendment No. 1 includes additional and updated information as appropriate.

Form 10-K filed for the period ended August 31, 2006.

COMMENT 2. Please be advised that we are unable to accelerate effectiveness of the Form S-3 until the remaining accounting issues are resolved on the Form 10-K.

     RESPONSE: All of the accounting issues with respect to the Form 10-K filed for the period ended August 31, 2006 have been resolved as of November 6, 2007.

*     *     *     *     *     *

     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,

Nitches, Inc.

/s/ Steven P. Wyandt

    Chief Executive Officer

2

CORRESP
1
filename1.htm

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

December 6, 2007

VIA EDGAR

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

    Re:

    Nitches, Inc.

    Registration Statement on Form S-3

    Filed March 29, 2007

    File No. 333-141659

Messrs. Owing:

     Nitches,
Inc. ("we," "our," "us" or the "Company"), has filed through EDGAR,
Pre-Effective Amendment No. 1 ("Amendment No. 1") to the above-referenced
registration statement (the "Registration Statement").

     By
telephone, we were advised by the staff of the Securities and Exchange
Commission (the "Commission") that its sole comment in respect of the
Registration Statement was that the Commission was unable to accelerate
effectiveness of the Registration Statement until the accounting issues related
to our Form 10-K filed for the period ended August 31, 2006 were resolved. All
such accounting issues have been resolved as of November 6, 2007.

     Further,
given the amount of time that has passed since we initially filed the
Registration Statement, Amendment No. 1 includes additional and updated
information as appropriate.

*     *
   *     *     *     *

     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,

    Nitches, Inc.

    /s/
    Steven P. Wyandt

    Chief
      Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

         November 7, 2007   Mr. Steven P. Wyandt Chief Executive Officer and Chief Financial Officer Nitches, Inc. 10280 Camino Santa Fe San Diego, California 92121
  RE: Nitches, Inc.
  Forms 10-K and 10-K/A for Fiscal Year Ended August 31, 2006
Filed December 14, 2006, January 31, 2007 and October 26, 2007
Forms 10-Q and 10-Q/A for Fiscal Quarters Ended November 30, 2006, February 28, 2007 and May 31, 2007 File No. 0-13851

Dear Mr. Wyandt:
  We have completed our review of your Form 10-K and related filings and have no further comments at this time.

                S i n c e r e l y ,           William Thompson         B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      September 13, 2007

Mr. Steven P. Wyandt Chief Executive Officer and Chief Financial Officer Nitches, Inc. 10280 Camino Santa Fe San Diego, California 92121
 Re: Nitches, Inc.
  Forms 10-K and 10-K/A for Fisc al Year Ended August 31, 2006
Filed December 14, 2006 and January 31, 2007
Forms 10-Q and 10-Q/A for Fiscal Quarters Ended No vember 30, 2006,
February 28, 2007  and May 31, 2007
File No. 0-13851

Dear Mr. Wyandt:
We have reviewed your response dated August 21, 2007 to our comment letter
dated May 29, 2007 and have the following a dditional comments.  Where indicated, we
think you should revise your docum ents 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 provide a wr itten response to our comments.  Please be as detailed
as necessary in your explanation.  In some of our comments, we may ask you to provide
us with information so that we may bette r understand your disclosure.  After reviewing
this information, we may raise additional comments.  Form 10-Q for Fiscal Quarter Ended February 28, 2006

 Item 1.  Financial Statements

 Note 9.  Stock-Based Compensation

 1. We have reviewed your response to co mment two in our letter dated May 29,
2007.  Please show us exactly how you computed share-based compensation expense for each of the first three quarters of fiscal 2007 as it remains unclear how your computation complies with SFAS 123R.  In particular, it appears you

Mr. Wyandt
Nitches, Inc.
September 13, 2007 Page 2 of 3
have only recorded compensation expense to the extent of the immediate grant
date vesting of each of the option awards whereas we would expect you to record additional expense associated with the c ontinued vesting of these awards during
the periods.  Moreover, it remains unclear how you considered expected
forfeitures in computing share-based comp ensation costs.  Please advise.  Finally,
as previously requested, please tell us a nd disclose the requisite service periods
and vesting terms of the stock option aw ards.  In filing your amended Forms 10-Q
for the periods ended November 30, 2006, February 28, 2007 and May 31, 2007, please ensure you comply with the disc losure requirements in SFAS 154 with
respect to the restatement of previously issued financial statements.
 Form 10-Q/A for Fiscal Quarter Ended May 31, 2007

 Item 1.  Financial Statements

 Note 15.  Pending Restatements

 2. In your response to comment one in our letter dated May 29, 2007, you take the position that you will not restate your historic al financial statements for the errors
you have identified in your income tax accounting due to materiality considerations.  This position appears to be inconsistent with the presentation and
disclosure in the filing.  Based on our teleconference on September 5, 2007, we
understand that you intend to file an amendment to restate your financial
statements to conform to the position ta ken in your correspondence.  In the
amendment, please ensure you comply with  the disclosure requirements of SFAS
154 with respect to the restatement.   Al so disclose in a reasonable amount of
detail the nature and amount of the income tax accounting error(s) included in previously issued financial statements  and your basis for not restating those
financial statements to correct such errors.

*    *    *    *

As appropriate, please amend your filings and  respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed response letters greatly facilitate our  review.  Please submit your response letter
on EDGAR.  Please understand that we may have additional comments after reviewing
your amendment and responses to our comments.

Mr. Wyandt
Nitches, Inc. September 13, 2007 Page 3 of 3
You may contact Staff Accountant Robyn Manuel at (202) 551-3823 if you have
questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551-3344 with any other questions.
         S i n c e r e l y ,             William Thompson         B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

November 6, 2007

VIA EDGAR

Ms. Robyn Manuel
U. S. Securities and Exchange Commission
Division of
Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

    Re:

    Nitches, Inc.

    Forms 10-K and 10-K/A for Fiscal Year Ended August 31,
      2006

    Filed December 14, 2006 and January 31,
  2007

    Forms 10-Q and 10-Q/A for Fiscal Quarters Ended November
      30, 2006,

    February 28, 2007 and May 31, 2007

    File No. 0-13851

Ms. Manuel:

     This
letter contains the responses of Nitches, Inc. ("we," "our," "us" or the
"Company"), to the comments of the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") set forth in its comment letter dated
September 13, 2007 (the "Comment Letter") with respect to the above referenced
filings. We filed amendments to each of the above reports on October 26,
2007.

     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.

Form 10-Q for Fiscal Quarter Ended
February 28, 2006

Item 1. Financial
Statements

Note. 9. Stock-Based
Compensation

COMMENT 1. We have reviewed your
response to comment two in our letter dated May 29, 2007. Please show us exactly
how you computed share-based compensation expense for each of the first three
quarters of fiscal 2007 as it remains unclear how your computation complies with
SFAS 123R. In particular, it appears you have only recorded compensation expense
to the extent of the immediate grant date vesting of each of the option awards
whereas we would expect you to record additional expense associated with the
continued vesting of these awards during the periods. Moreover, it remains
unclear how you considered expected forfeitures in computing share-based
compensation cost. Please advise. Finally, as previously requested, please tell
us and disclose the requisite service periods and vesting terms of the stock
option awards. In filing your amended Forms 10-Q for the periods ended November
30, 2006, February 28, 2007 and May 31, 2007, please ensure you comply with the
disclosure requirements in SFAS 154 with respect to the restatement of
previously issued financial statements.

     RESPONSE. During the first three
months of fiscal 2007 we granted options to purchase up to 305,000 shares of our
common stock. During the three months ended February 28, 2007 we granted options
to purchase up to an additional 135,000 shares of our common stock. We did not
grant any other options through May 31, 2007. All options granted vest at a rate
of 25% immediately upon grant date and 75% ratably per month over the 36 month
service period commencing on the first anniversary of the grant date.

     Accordingly, as of November 30, 2006, options to purchase 76,250 shares
of common stock were vested and exercisable and as of February 28, 2007, options
to purchase an additional 33,750 shares of common stock were vested and
exercisable. As of May 31, 2007, options to purchase 110,000 shares of our
common stock were vested and exercisable. Each of our amended filings discloses
the relevant requisite service periods and vesting terms of the option.

     With
respect to expected forfeitures, at the time of the grant of the options, we did
not have any recent option history to use as a reference with respect to
anticipated forfeitures. Also, we have historically experienced very little
turnover in our employment base. Accordingly, we took what we believed was the
most conservative approach, calculating the compensation expense on the basis
that there would be no expected forfeitures. Our amended filings have been
revised to disclose that compensation expense was calculated assuming that no
forfeitures would occur.

     We have
included a disclosure in each of our amended Forms 10-Qs for the periods ended
November 30, 2006, February 28, 2007 and May 31, 2007 to comply with the
disclosure requirements in SFAS 154 with respect to the restatement of
previously issued financial statements.

Form 10-Q/A for Fiscal Quarter Ended
May 31, 2007

Item 1. Financial
Statements

Note. 15. Pending
Restatements

COMMENT 2. In your response to
comment one in our letter dated May 29, 2007, you take the position that you
will not restate your historical financial statements for the errors you have
identified in your income tax accounting due to materiality considerations. This
position appears to be inconsistent with the presentation and disclosure in the
filing. Based on our teleconference on September 5, 2007, we understand that you
intend to file an amendment to restate your financial statements to conform to
the position taken in your correspondence. In the amendment, please ensure you
comply with the disclosure requirements of SFAS 154 with respect to the
restatement. Also disclosure in a reasonable amount of detail the nature and
amount of the income tax accounting error(s) included in previously issued
financial statements and your basis for not restating those financial statements
to correct such errors.

     RESPONSE. The amendment we filed to
our Quarterly Report on Form 10-Q/A for the period ended May 31, 2007 (Amendment
No. 2) ("Amendment No. 2"), states that after further analysis, we determined
that although there was an error in the calculation of the income tax provision
for 2005, correcting the issue would not be material to our operating results.
The correction, if made, would reduce net income for 2006 by $103,000 and
correspondingly reduce the net loss recorded in 2005 by the same amount. While
the changes to our fiscal 2006 financial statements would be quantitatively
significant when measured as a percentage of net income (the effect on our
statement of operations would be to reduce our net income from $468,000 or $0.11
per share to $365,000 or $0.09 per share, a percentage change of 22.0%), the
significance is largely attributable to the nominal amount of net income
recorded in the period. Amendment No. 2 also states that we believe that it is
not quantitatively significant when

2

compared to the overall scale of our
financial position or results of operation, and that we also do not believe that
the change would be material from a qualitative standpoint. During 2006 we
completed three acquisitions that had a significant impact on our operations in
2006 and are expected to have a larger impact on our operations for 2007. We
believe that investors who are evaluating our stock will be concerned with a
multitude of factors such as financial position, gross profit margin, new
product initiatives, and integration of acquisitions. Amendment No. 2 goes on to
state that based on this analysis, we do not believe that change is material
from a quantitative or qualitative standpoint, and accordingly do not intend to
amend and restate our financial statements for the year ended August 31,
2006.

     In
addition, we included a disclosure in Amendment No. 2 to comply with the
disclosure requirements in SFAS 154 with respect to this matter.

     We
confirm that our Annual Report on Form 10-K for the period ended August 31, 2007
will discuss the nature and amount of the error in the calculation of the income
tax provision for 2005 and 2006 and disclose our basis for not restating our
financial statements for the year ended August 31, 2006.

*
*     *     *
*     *

     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

CORRESP
1
filename1.htm

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

August 21, 2007

VIA EDGAR

Mr. William Thompson, Branch Chief
U. S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

Re:

Nitches, Inc.

Forms 10-K and 10-K/A for Fiscal Year Ended August 31, 2006

Filed December 14, 2006 and January 31, 2007

Forms 10-Q and 10-Q/A for Fiscal Quarter Ended November 30, 2006

and February 28, 2007

File No. 0-13851

Mr. Thompson:

     This letter constitutes Nitches, Inc.'s response to your correspondence dated May 29, 2007, with respect to the above referenced filings.

     We have prepared this letter to facilitate your review. Set forth below are copies of the comments from your letter, and our detailed responses.

Form 10-K/A Amendment No. 1 for Fiscal Year Ended August 31, 2006

Item 8. Financial Statements and Supplementary Data, page 17

Note 9. Income Taxes, page 29

1.

We reviewed your response to comment two in our letter dated April 23, 2007. Please explain to us why you believe that the true up of temporary differences resulting in an increase in deferred tax assets and decrease in deferred tax expense are changes in estimates as opposed to corrections of accounting errors. In this regard, you state that the items resulting in the true-up were either understated or overstated in your deferred tax analysis and did not result in a change in prior year current tax liability or prepaid asset. A1so, it appears that the effect of the true-ups is material to reported net income. Regarding the change in the blended state tax rate, we are unclear why an increase in the blended rate would result in a decrease in income tax expense given your net deferred tax liability. Please advise. In addition, tell us how you classified the net deferred tax liability recognized in the Designer Intimates acquisition in the table of assets and
liabilities acquired on page 26. Finally, tell us how you accounted for deferred tax assets and liabilities for differences between the assigned values and tax bases of assets acquired in the Home Décor transaction, including classification in the table of assets acquired on page 27.

After a more detailed review of our original treatment and referencing our last response, we believe 3 categories of items comprising the $122,000 should be considered and addressed separately.

     1) The $19,000 effect of the change in the blended state tax rate:

Regarding the change in the state tax rate, the effective state tax rate was 1.26% higher than originally estimated for the deferred tax benefit due to a higher income allocation percentage in the state of California. This change in estimate represents a permanent difference that we believe is properly reflected as a current year adjustment to the 2006 income statement. The difference of 1.26% was applied to a $2.2 million loss for 2005 to arrive at the $19,000 adjustment net of federal benefits that reduced the income tax provision for 2006.

     2) The $59,000 true up of a permanent item difference:

A $140,000 loss on a minority interest was not included in calculating the 2005 tax provision. Since this $140,000 was in the 2005 income tax return but not part of the 2005 income tax provision, the true up of this permanent difference in 2006 affects the tax provision and therefore correctly flows through to the 2006 income statement as a prospective adjustment. At an effective tax rate of 42% for 2005, this adjustment results in a $59,000 income tax benefit that reduced the income tax provision for 2006.

     3) The $44,000 true up of temporary item differences:

Additional true up adjustments of timing items made as part of the 2006 income tax provision represent changes in estimates from and corrections of errors in the 2005 income tax provision. The August 31, 2005 income tax return was not filed until May 2006. In light of subsequent information that became available as of the preparation of the return but not known or available as of the filing of our financial statements, we were able to obtain accurate tax information with regards to certain temporary items such as inventory reserves and bad debt allowances. In the normal course of preparing our income tax provision for 2006, we conducted a detailed review of the prior period tax provision and tax returns as filed. Based on the information incorporated as of the tax filing, we determined that our 2005 deferred tax asset was understated.

2

Upon further consideration we have determined that the $44,000 true up adjustment should not have produced an income statement effect, creating instead a deferred tax liability as of August 31, 2005. If we recorded the $44,000 as an adjustment to the 2005 balance sheet, rather than as an adjustment to the tax provision for 2006, our 2006 income statement would also reflect the following adjustments:

Fiscal Year Ended August 31, 2006

As Reported

Adjustments

Restated

Income before income taxes
$
589,000

$
-

$
589,000

Provision for income taxes

     (121,000
)

     (44,000
)

     (165,000
)

Net income
$
468,000

$
(44,000
)

$
424,000

Effective tax rate

20.5
%

7.5
%

28.0
%

     Assessment of Materiality:

In considering the potential impact of these changes to the 2005 and 2006 financial statements, management has reviewed the materiality of the changes from both a quantitative and qualitative perspective. After analysis and careful consideration, management does not believe that the net effect of the changes would be deemed material, and therefore does not believe that it is necessary to restate its financial statements for the fiscal years ended 2005 and 2006.

Evaluating the quantitative impact of the changes on the 2005 financial statements, the adjustment to the balance sheet would have added an additional deferred tax liability of $44,000 and brought total current liabilities up to $6,091,000, an increase of less than 1%. With current assets of $10,388,000 and total assets of $10,453,000 on August 31, 2005, the impact on working capital would also be minimal. The change would effect a 1% decrease in shareholder equity at that date. The effect on the statement of operations would have been to reduce the net loss incurred of ($1,201,000) or ($0.34) per share to ($1,157,000) or ($0.33) per share, a percentage change of 3.7 %.

Looking at the quantitative impact of the changes on the 2006 financial statements, the $44,000 adjustment represents less than 0.3% of total current liabilities of $20,790,000. With total current assets of $24,426,000, the impact on working capital is again minimal. The effect on the statement of operations would have been to reduce the net income from $468,000 or $0.11 per share to $424,000 or $0.10 per share, a percentage change of 10.3 %.

Management acknowledges that measured solely against net income, the percentage change in 2006 is material from a quantitative standpoint. However, that materiality is derived primarily from the small amount of income generated during the year. With a low base figure for net income, smaller changes will necessarily result in higher percentage swings. The same $44,000 adjustment in 2005 effects a 3.7% change against a loss of ($1,201,000), but a 10.3% change against income of $468,000 the next year. Compared to the scale of our operations in 2006, our net income was essentially "break even", with net income amounting to less than 1% of revenues.

3

Over the past five years, our operating results have varied substantially, including swings between losses and profit from year to year. As reported our summary operating results over the past five years were as follows:

OPERATING RESULTS DATA:

Fiscal Year Ended August 31,

2006

2005

2004

2003

2002

(In thousands, except per share amounts)

Net sales
$
54,832

$
26,320

$
32,179

$
28,440

$
29,589

Cost of goods sold

39,985

20,534

22,783

21,856

22,214

   Gross profit

14,847

5,786

9,396

6,584

7,375

Selling, general and administrative

13,763

8,175

8,389

7,663

7,132

Income (loss) from operations

1,084

(2,389
)

1,007

(1,079
)

243

Other income

2

460

--

3

16

Interest expense

(486
)

(102
)

(93
)

(83
)

(80
)

Net income (loss) from equity investment

(11
)

(64
)

14

(236
)

--

   Income (loss) before income taxes

589

(2,095
)

928

(1,395
)

179

Provision for (benefit from) income taxes

121

(894
)

371

(425
)

63

   Net income (loss)
$
468

$
(1,201
)

$
557

$
(970
)

$
116

Basic earnings per share
$
0.11

$
(0.34
)

$
0.16

$
(0.28
)

$
0.03

Diluted earnings per share
$
0.11

$
(0.34
)

$
0.16

$
(0.28
)

$
0.03

Against this volatility, we do not believe that the effect of shifting $44,000 of income from 2006 to 2005 would significantly impact an investor's view of our historical operating results. Similarly, we do not believe that investors will look at the 2006 net income number alone as indicative of results to be expected from our future operations.

During 2006 we completed three acquisitions that had a significant impact on our operations in 2006 and are expected to have a larger impact on our operations for 2007. We believe that investors who are evaluating our stock will be concerned with a multitude of factors such as financial position, gross profit margin, new product initiatives, and integration of acquisitions.

Based on this analysis, we do not believe that the effect of the changes to our fiscal 2005 financial statements would be meaningful from a quantitative or qualitative standpoint. Further, while the changes to our fiscal 2006 financial statements would be quantitatively significant when compared to net income, we believe that it is not quantitatively significant when compared to the overall scale of our financial position or results of operation, and that from a qualitative standpoint the change would not be material. Therefore we do not believe that a restatement would provide material information to current or potential investors.

In the table of assets and liabilities acquired on page 26, the net deferred tax liability of $1,033,000 recognized in the Designer Intimates acquisition was classified as part of current liabilities of $7,765,000.

4

Finally, no deferred tax assets or liabilities were created from the Home Décor acquisition. This transaction was not a business combination but rather an asset purchase which receives consistent treatment for book and tax purposes and therefore did not generate any deferred tax assets or liabilities.

Form 10-Q for Fiscal Quarter Ended February 28, 2007

Item 1. Financial Statements

Note 9. Stock-Based Compensation

2.

We reviewed your response to comment six in our letter dated April 23, 2007. Based on the information in your response regarding the grant-date fair value of options granted and vested, it appears that the disclosure of stock-based compensation costs under the "Compensation Costs" subheading is incorrect. We would expect the aggregate amount of compensation cost recognized at any date to be at least equal to the grant-date fair value of awards vested as of that date. Also, it does not appear that you have considered expected forfeitures in computing share-based compensation costs. In addition, it is still unclear to us how you computed the aggregate intrinsic value of options outstanding and options vested and exercisable in the table under the "Summary of Stock Options" subheading. With respect to each of these matters, please advise. Please also revise your disclosure as appropriate. In doing so, disclose the requisite service periods and vesting terms of the
stock option awards.

In response to your comment, we will revise the disclosures in "Note 9. Stock-Based Compensation" of each of our Form 10-Q for our fiscal quarter ended February 28, 2007, and our Form 10-Q for our fiscal quarter ended November 30, 2006. Set forth below is the as-revised version of "Note 9. Stock-Based Compensation" of each such quarterly report in its entirety. We will also make appropriate revisions throughout our Form 10-Q for our fiscal quarter ended February 28, 2007 to reflect the increase in our stock-based compensation costs from $70,000 to $102,000. Similarly, we will also make appropriate revisions throughout our Form 10-Q for our fiscal quarter ended November 30, 2006 to reflect the increase in our stock-based compensation costs from $49,000 to $199,000.

Revised Note 9. Stock-Based Compensation of Form 10-Q for our fiscal quarter ended February 28, 2007

9. Stock-Based Compensation

Adoption of SFAS 123R

     Effective September 1, 2006, we adopted SFAS No. 123R (revised 2004), "Share-Based Payment", ("SFAS 123R") which establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123R. We have applied the provisions of SAB 107 in our adoption of SFAS 123R.

5

     We adopted SFAS 123R in conjunction with our issuance of stock options under our 2006 Equity Incentive Plan as approved by our shareholders on March 15, 2006. Our first issuance of stock options under the plan occurred on September 1, 2006.

     SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Condensed Consolidated Statements of Operations.

Compensation Costs

     Results of operations for the six months ended February 28, 2007 include stock-based compensation costs of approximately $301,000 comprised of employee stock option grants. We had no stock options outstanding in the prior period. The total fair value of options vested is $301,000. After recording expense through February 28, 2007, there remains $904,000 of unrecognized compensation costs related to unvested stock options to be recognized over the next 3.6 years.

     All stock-based compensation costs have been recorded to our selling, general and administrative classification within our Condensed Consolidated Statements of Operations.

Valuation of Stock Option Awards

     We estimated the fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton closed-form option valuation model that uses the assumptions noted in the following table. All options granted have a maximum term of ten years. As permitted by SAB 107, for the six months ended February 28, 2007, we utilized the “shortcut approach” to estimate the options’ expected term of six years, which represents the period of time that options granted are expected to be outstanding. We utilized this approach because the historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term. Expected volatilities are based on historical volatility of the stock and were 64.6% for the three months ended November 30, 2006 and 65.5% for the three months ended February 28, 2007. The risk-free rate for periods within the contractual life
of the option is based on the U.S. 7 year Treasury yield in effect at the time of grant and was 4.68%. We have not declared or paid dividends for more than 2 years and have no plans to do so in the foreseeable future.

6

The following assum

Mail Stop 3561
May 16, 2007

Steven P. Wyandt
Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

Re: Nitches, Inc.
Registration Statement on Form S-3
Filed May 1, 2007
File No. 333-142478

Dear Mr. Wyandt:

We have limited our review of your filings 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 unnecessary.  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.

Form S-3
1. Please update your incorporation by referen ce disclosure to include the Form 8-K
filed on May 2, 2007.

Form 10-K filed for the period ended August 31, 2006
2. Please be advised that we are unable to accelerate effectiveness on the Form S-3 until the remaining accounting issues are resolved on the Form 10-K.

Steven P. Wyandt
Nitches, Inc.
May 16, 2007 Page 2
* * * * * *

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:

‚ 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.

Steven P. Wyandt
Nitches, Inc.
May 16, 2007 Page 3
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.

You may contact Matthew Benson, Attorney -Advisor, at (202) 551-3335 or me at
(202) 551-3725 with any questions you may have.

       S i n c e r e l y ,

       H. Christopher Owings
       A s s i s t a n t  D i r e c t o r

Cc: James Mercer III, Esq.
 Duane Morris LLP
Via Fax: (619) 744-2201

Steven P. Wyandt
Nitches, Inc.
May 16, 2007 Page 4

CORRESP
1
filename1.htm

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

May 14, 2007

VIA EDGAR

Mr. William Thompson, Branch Chief
U. S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

Re:
Nitches, Inc.

Forms 10-K and 10-K/A for Fiscal Year Ended August 31, 2006

Filed December 14, 2006 and January 31, 2007

Forms 10-Q and 10-Q/A for Fiscal Quarter Ended November 30, 2006

File No. 0-13851

Mr. Thompson:

     This letter constitutes Nitches, Inc.'s response to your correspondence dated April 23, 2007, with respect to the above referenced filings. We have prepared this letter to facilitate your review. Set forth below are copies of the comments from your letter, and our detailed responses.

     As noted in our prior letter dated April 3, 2007, we will file an Amendment No. 2 on form 10-K/A for the year ended August 31, 2006, and amendments to our quarterly reports on form 10-Q/A for the periods ended November 30, 2006 and February 28, 2007, as appropriate, promptly upon confirming our positions with the Commission.

Form 10-K/A Amendment No. 1 for Fiscal Year Ended August 31, 2006

Item 8. Financial Statements and Supplementary Data, page 17

Note 3. Acquisitions, page 26

Home Décor, page 27

1.

We have considered your response to comment three in our letter dated March 20, 2007. Please revise your purchase price allocation to allocate the purchase price based on the estimated fair values of all tangible and intangible assets acquired. In doing so, please address the following:

Revise the estimated fair value of the Bill Blass license based on a direct valuation of this intangible asset as the use of the residual method to value acquired intangible assets does not comply with SFAS 141. Refer to EITF Topic D-108. Tell us how you arrive at the revised fair value.

Allocate a portion of the purchase price to the acquired customer list. Irrespective of the fact that the customer list is substantially comprised of retailers who were already your customers, we believe these acquired customer relationships have value because you now have the ability to sell new products to the existing customers. The fair value should be based on the cash flows expected to be generated from the incremental sales to the overlapping customers.

Revise the recorded amount of order backlog so that it represents the amount a buyer would be willing to pay to acquire the future cash flows expected to arise from the backlog. In this regard, we are unclear as to why you believe that your avoided design and sales costs represent the fair value of the purchased backlog.

Allocate the excess cost of the acquired business over the amounts assigned to assets acquired as goodwill or, alternatively, allocate the excess of the fair value of acquired assets over cost as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets. Refer to paragraphs 43 and 44 of SFAS 141.

Refer also, for guidance, to SFAS 141 and EITF 02-17, as applicable.

We have recalculated the purchase price allocation to allocate the purchase price based on the estimated fair values of all tangible and intangible assets acquired.

After reviewing EITF D-108, we have revised the estimated fair value of the Bill Blass license using the direct method of Discounted Future Income. We calculated the value using estimated income from the license for the current year, which is substantially complete. We then calculated the Discounted Future Income over the remaining fifteen and one-half years of the license term, using a growth rate of 4% per annum and a discount rate of 15%. On this basis the fair value of the license is estimated at $3,086,000.

We have reviewed SFAS 141 and EITF 02-17 and believe that the customer list does not have independent value and cannot be separated from the Bill Blass license in this instance, because the customer list is comprised of large well known retailers and the customer list is of no value without the rights under the Bill Blass license.

We believe that our allocation to backlog was based on the fair market value. The home décor products, primarily candles, are simple to make and available from a number of manufacturing sources. In addition, the retailers purchasing the products are primarily retailers, well known by a number of independent sales representatives. Accordingly, we estimate the amount a third party would pay for the backlog would be equal to the amount it would save in designing and selling costs or approximately 7% of the backlog. We believe that for this product, this valuation method is appropriate and represents the fair market value of the backlog. In accordance with paragraph 44 of SFAS 141 we did not prorate back any of the excess value over the cost to the backlog, since it is a current asset.

Accordingly we believe that the purchase price allocation is appropriate and the original allocation of the purchase price should remain as is.

2

Note 9. Income Taxes, page 29

2.

We have reviewed your proposed revisions in response to comment four in our letter dated March 20, 2007. Please tell us why the "reconciliation of deferred tax assets from prior year tax return" had an effect on income tax expense. A summary of the book/tax temporary differences giving rise to the adjustment would facilitate our understanding. Also, tell us how the temporary differences giving rise to the adjustment arose. In addition, tell us how you have accounted for deferred tax assets or liabilities for differences between the assigned values and tax bases of assets and liabilities in purchase business combinations and why your accounting treatment complies with paragraph 30 of SFAS 109.

One of the basic principles of accounting for income taxes is that a deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and carry forwards. This principle is applied at the date of the financial statements.

In general, the change in the balance of the deferred tax asset / liability at the beginning of the reporting period to the balance in deferred tax asset / liability at the date of the financial statements is caused by temporary differences during the reporting period.

Many times, the amounts of these temporary differences are estimated based on the best information available at the time the SFAS 109 analysis is prepared. Therefore, in the course of preparing the SFAS 109 analysis, a ‘true up’ of the temporary items that existed at the beginning of the reporting period is required. In some situations, these temporary items affect both:

1.

The true-up of the prior year current income tax liability / prepaid tax and

2.

The prior year deferred tax asset / liability.

However, the true-up of some temporary items can affect only the prior year deferred tax asset / liability and have no affect on the prior year current tax liability / prepaid tax. For example, a change in a reserve (contingent deduction for tax) that reduces financial reporting income but does not reduce taxable income, will not change the current tax payable, but will increase the deferred tax asset.

Changes in accounting estimates are common in practice and result from new events or occur as a company gains more experience, or obtains additional information. Changes in estimates are reported in the period the estimate is revised or in both the current and future periods if the change affects future periods.

In the immediate case, there is a true up of temporary items. The net operating loss carry forward in the August 13, 2005 deferred tax analysis was understated by $70,000. The inventory reserve was understated in the deferred tax analysis by $30,000. Other small reserves and accruals were understated by $3,000. The effect of the true up of these temporary items was an increase in deferred tax assets of $103,000. None of these items caused a change in the prior year current tax liability / prepaid tax.

3

There was another true-up item relative to deferred taxes. This was a change in the blended state tax rate from 7.58% to 8.84%. The effect of this change in rates was an increase to deferred tax assets of $19,000.

The deferred tax effect of the true up of these three temporary differences and the change in the blended state rate are reflected in the tax provision rate reconciliation as Other.

The following represents a more detailed reconciliation of the “Other” line item

Deferred Tax Asset
Reconciling Amount

Net Operating Loss
$70,000

Inventory Reserve
30,000

Other Various Deferred Tax Assets
3,000

Change in Blended State Tax Rate
19,000

     Total Reconciling Amount

$122,000

Paragraph 30 of SFAS 109 requires that in a business combination deferred taxes be established for differences between book and tax bases of the acquired assets and liabilities. During the current year we acquired an additional interest in Designer Intimates, Inc. The tax bases and book bases of all acquired assets and liabilities were compared and the resulting deferred tax assets and liabilities were included on the balance sheet. The following deferred tax assets and liabilities were reported at the date of the business combination:

Deferred Tax Asset/(Liability)
Amount

Bad Debt Reserve
$100,000

Fixed Assets
100,000

Inventory
(232,000)

Customer List
(355,000)

Trademark
(359,000)

License
(287,000)

     Net Deferred Tax Liability as of

           Business Combination

($1,033,000)

There was no effect on tax expense for the adjustment to deferred tax assets and liabilities associated with the business combination.

4

Schedule II, page 42

3.

We have reviewed your proposed revisions in response to comment five in our letter dated March 20, 2007. In light of the disclosure you propose to include in footnote 2 to the table, please confirm to us that inventory markdown allowances are only reversed upon sale or disposition of specific inventory items and that such allowances are not reversed if the market value recovers prior to sale or disposition of the inventory.

Refer to footnote 2 to ARB 43 and SAB Topic 5:BB which provide that inventory markdowns create a new cost basis that subsequently cannot be marked up when the circumstances that gave rise to the markdown no longer exist. If revisions to your financial statements are required to comply with this guidance, please advise. Also, consider clarifying your proposed disclosure in footnote 2 to indicate, if true, that deductions represent write-offs as well as recoveries with respect to accounts receivable.

We affirm that inventory markdown allowances are only reversed upon sale or disposition of specific inventory items. We do not reverse allowances on inventory if the market value of the inventory recovers. No revisions to our financial statements are required. We will clarify footnote 2 in our amendment to indicate as true that with respect to accounts receivable deductions represent write-offs as well as recoveries.

(1)

Deductions consist of amounts released from reserves due to either (a) a write-off of the underlying accounts receivable or inventory and the resulting loss having been charged directly to costs or expenses (b) with respect to accounts receivable, the recovery of monies owed and the elimination of related reserves or (c) with respect to inventory, a higher value having been realized upon disposition of marked down inventory and the subsequent elimination of related reserves.

Form 10-Q/A Amendment No. 1 for Fiscal Quarter Ended November 30, 2006

Item 1. Financial Statements, page 2

Note 8. Acquisition of Saguaro LLC, page 8

4.

We have considered your response to comment six in our letter dated March 20, 2007. It is unclear to us why you recognized goodwill given that the acquired entity has no operations and its assets consist solely of the two trademarks. Please explain to us in detail your basis in GAAP for recognizing goodwill. In doing so, please address the following:

The nature of the goodwill acquired;

Why the fair value of the securities and promissory note issued in the acquisition do not represent the fair value of the acquired trademarks;

Why you believe the methodology you used to determine the fair value of the trademarks is consistent with FASB Concepts Statement 7;

The facts and circumstances that resulted in a purchase price in excess of the fair value of the trademarks; and

5

The significant terms of the preexisting strategic alliance with the seller, whether the purchase price included amounts relating to settlement of the preexisting strategic alliance and whether the pricing of the preexisting contract with the seller was favorable or unfavorable when compared to pricing for current market transactions for similar alliances. Please note that we believe an acquisition of a controlling equity interest in an entity is within the scope of SFAS 141 as set forth in paragraph 9 and that the consensuses in EITF 04-01 should be applied.

We will amend our disclosure with respect to the Saguaro transaction to ascribe the fair value of the securities and promissory note to the value of the trademarks acquired, rather than to goodwill.

The preexisting strategic alliance was established to design, produce, and distribute branded leather and non-leather apparel under the SaguaroTM label and private label apparel to independent, multi-store, and national retail chains within the United States of America. Under the terms of the alliance Impex provided the Saguaro mark to Nitches and performed design and merchandising; direct selling, marketing and sales representative management; and sourcing and production oversight to the alliance. Nitches arranged for financing, production, warehousing and distribution of the apparel products. For its services, Nitches paid to Impex the following:

Design and production support fees equal to 2% of net sales.

Sales management fees equal to 2% of net sales made through independent sales representatives.

Sales commissions equal to 5% of net sales made by direct selling.

A 50% split of the profits earned after all costs and fees including these above and those due Nitches were deducted. We recorded this as a royalty payment.

The purchase price did not include any amounts allocable to the termination of the strategic alliance. All amounts due and owing under the strategic alliance were paid in full. The pricing under the alliance agreement is similar to arrangements that we have with other licensors and we believe is comparable to similar arrangements by third parties in our industry.

Form 10-Q for Fiscal Quarter Ended February 28, 2007

5.

Please address the comments above, as applicable.

Consistent with our response to item 4 with respect to the Saguaro transaction, we will file an amendment to our Quarterly Report for the period ended February 28, 2007 to reflect the allocation of the fair value of the securities and promissory note to the value of the trademarks acquired, rather than to goodwill.

6

Item 1. Financial Statements

Note 9. Stock-Based Compensation

6.

Please disclose the weighted-average grant-date fair value of options granted, total fair value of options vested and total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which it is expected to be realized. Refer to the minimum disclosure requirements in paragraph A240 of SFAS 123(R). In addition, explain to us how you computed the aggregate intrinsic value of options outstanding and options vested and exercisable. Also, tell us how you computed the amount of stock-based compensation expense recognized during the most recent six month period.

In amendment to our Quarterly Report for the period ended February 28, 2007 we will include the following disclosure in Note 9.

In the table under Valuation of Options we will add a row to show Anti

CORRESP
1
filename1.htm

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

April 3, 2007

VIA EDGAR

Mr. William Thompson, Branch Chief
U. S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

Re:

Nitches, Inc.
Forms 10-K and 10-K/A for Fiscal Year Ended August 31, 2006
Filed December 14, 2006 and January 31, 2007
Forms 10-Q and 10-Q/A for Fiscal Quarter Ended November 30, 2006
File No. 0-13851

Mr. Thompson:

     This letter constitutes Nitches, Inc.'s response to your correspondence dated March 20, 2007, with respect to the above referenced filings.

     We have prepared this letter to facilitate your review. Set forth below are copies of the comments from your letter, and our detailed responses.

Form 10-K/A Amendment No. 1 for Fiscal Year Ended August 31, 2006

Item 8. Financial Statements and Supplementary Data, page 17

Consolidated Balance Sheets, page 20

1.

Please tell us and disclose the pertinent rights and privileges of outstanding common and preferred stock. Your disclosure with respect to the terms of your outstanding preferred stock should include any dividend and liquidation preferences, participation rights, call prices or rates, redemption provisions and conversion terms. Refer to paragraph 4 of SFAS 129. Also, please file the instrument defining the rights of the holders of your preferred stock as an exhibit. Refer to Item 601(b)(4) of Regulation S-K.

     We are authorized to issue up to 25,000,000 shares of Preferred Stock, in one or more series of Preferred Stock. Each series that is issued will have such rights, privileges and preferences as are determined by our Board of Directors. We currently have a series of Preferred Stock outstanding, designated as "Series A Preferred Stock", and comprised of eight thousand eight hundred twenty (8,820) shares, with a $100.00 par value per share.

     The Series A Preferred Stock is ranked senior to any other series of Preferred Stock that may be issued in the future and to the Common Stock. In the event of a liquidation, dissolution or winding up of the company, holders of Series A Preferred Stock are entitled to receive $100.00 per share, plus any accrued and unpaid dividends (if any), prior to any distribution being made in respect of any other series of Preferred Stock or Common Stock. Except as may be required by law, the Series A Preferred Stock is non-voting. The Series A Preferred Stock does not have any special dividend rights, and is entitled to receive dividends only if declared by the Board of Directors. The company has the right to redeem the Series A Preferred Stock at any time upon a per share payment of $100.00 plus any accrued and unpaid dividends (if any).

     After reviewing our positions with the Commission, we will file an Amendment No. 2 on Form 10-K/A to our Annual Report 10-K revising our disclosure to include a discussion of the Series A Preferred Stock as outlined above. We will also file the Certificate of Designations, designating the rights, privileges and preferences of the Series A Preferred Stock as an exhibit to the Annual Report on 10-K.

Note 3. Acquisitions, page 26

Designer Intimates, page 26

2.

Reference is made to your table of contractual obligations and commercial commitments included on page 14, and specifically to the $3 million line item captioned "guarantees." We assume that the guarantee in the table is the same guarantee you discuss in this footnote. If this is incorrect, please advise. Otherwise, revise your disclosure here and on page 14 to clarify the nature and extent of this guarantee in light of your acquisition of Designer Intimates.

     The guarantee in the table is the same guarantee that is discussed in the footnote. Designer Intimates, a wholly owned subsidiary of Nitches, has a separate factoring agreement, and Nitches guarantees $3 million dollars in that agreement. We will revise our disclosures in Amendment No. 2 to clarify this point.

Home Décor, page 27

3.

We assume that the assets acquired constitute a "business" as that term is contemplated in both SFAS 141 and Rule II-01(d) of Regulation S-X. If so, please provide us your significance tests under Rule 3-05 of Regulation S-X indicating whether separate financial statements and related pro forma financial information is required pursuant to Items 2.01 and 9.01 of Form 8-K. If you concluded that the assets acquired do not represent a business, please refer to paragraph 9 and footnote 4 of SFAS 141, EITF 98-3 and Rule 11-01(d) of Regulation S-X and provide us with a detailed explanation as to how you arrived at this conclusion. In any event, please tell us how you determined the values assigned to the acquired assets. We are particularly interested in understanding why no values were allocated to order backlog, customer lists and license agreements, other than the Bill Blass license.

2

     Our significance Tests Under Rule 3-05 of Regulation S-X were evaluated as follows:

     Investment test. Our investment in Home Decor was $2,730,000. Our total assets at the fiscal year ended August 31, 2005, as reported in our Annual Report on Form 10-K/A filed on July 17, 2006 were $10.5 million. Subsequent to our fiscal year end we made a significant acquisition; acquiring 72% of the outstanding common stock of Designer Intimates, Inc. on October 24, 2005. We filed a Current Report on Form 8-K with respect to that acquisition which was subsequently amended to include audited financial statements of Designer Intimates, Inc. and pro forma financial statements on January 10, 2006. We have subsequently amended that filing on a Form 8-K/A on September 13, 2006 to correct the presentation of assets and liabilities resulting from our financing activities. Under Rule 3.05(b)(3) the determination of significance is being made using pro forma amounts for the latest fiscal year in the
Current Report on Form 8-K/A rather than by using the historical amounts. Accordingly, our total pro forma assets at the fiscal year ended August 31, 2005, as reflected in recent Form 8-K/A filed September 13, 2006 were $19.7 million and our investment in Home Decor would represent 13.9% of our total assets.

     Asset Test. Taresha showed on its Balance Sheet a value of $1.8 million for its assets as of December 31, 2005, its fiscal year end. Based on our $19.7 million in pro forma total assets at the fiscal year ended August 31, 2005, the Taresha assets would represent 9.1% of our total assets.

     Net Income Test. Taresha showed on its Statement of Income for the year ending December 31, 2005 a net income of $80,000. Because we had a loss for the fiscal year ending August 31, 2005, using the guidance presented in Regulation S-X (210-1-01 (w) (3) 2., the average of our income for the five fiscal years was $585,000. Based on $585,000 of income, the Taresha net income would represent 13.7% of our average income.

     Our valuation of the assets of Home Décor was done on the following basis:

     Inventory. The inventory acquired was valued at $1,506,000.

     Backlog. We allocated $149,000 to the backlog. This was based on design and sales cost, historically 7.1%, applied to the backlog of $2,100,000. This amount of $149,000 was amortized to cost of goods sold with no tax benefit as the respective backlog was shipped.

     Licenses. The balance of $1,075,000 was allocated to the Bill Blass license as this license was renewed in July, 2006 for three years beginning January 1, 2007. Furthermore, this license has four renewal options of three years. The Michael Coffindaffer Home and MC Home were not renewed. The Newport Blue label is a label of Nitches.

3

     Customer Lists. The customer list was substantially comprised of retailers who were already customers of Nitches and the identity, referred to as the vendor number, that Nitches has with the retailers is being used for customer orders. Taresha retained its vendor number identity. Therefore, no value was assigned to the customer list.

Note 9. Income Taxes, page 29

4.

Please tell us the items and their amounts included in "other items" in the reconciliation between the federal statutory tax rate and the effective tax rate for the most recent fiscal year. In addition, please revise the reconciliation to disclose the amount and nature of each significant reconciling item between the reported amount of income tax expense or benefit and the amount from applying the federal statutory tax rate. Refer to paragraph 47 of SFAS 109.

     The category “other items” for 2006 consists of:

Reconciliation of Deferred Tax Asset from prior year tax return
$122,000
20.7
%

Reconciliation of Prepaid income Taxes and Income Taxes Payable
13,000
2.2
%

Immaterial unreconciled differences
1,405
-0.2
%

   Total other items
$133,595
22.7
%

     In Amendment No. 2 we will revise the reconciliation portion of Footnote 9 to read as follows:

     Differences between the statutory Federal income tax rate and the effective tax rate as a percentage of pre-tax income are as follows:

Year ended August 31,

2006

2005

2004

Statutory rate
34.0
%

(34.0
%)

34.0
%

State income taxes, net of federal benefit
5.8
%

(5.8
%)

5.8
%

(Income)/loss on equity investment
0.7
%

(2.8
%)

(0.5
%)

Nondeductible expenses
2.5
%

0.0
%

0.2
%

Reconciliation of deferred tax asset to prior year actual
(20.7
%)

0.0
%

0.0
%

Reconciliation of prepaid taxes and taxes payable to prior year actual
(2.2
%)

0.0
%

0.0
%

Other
0.2
%

(0.1
%)

0.5
%

Effective rate
20.3
%

(42.7
%)

40.0
%

Schedule II, page 42

5.

Please tell us what the additions to the reserves in the column labeled "charged to other accounts" represent. In addition, please revise to describe the nature of amounts charged to other accounts and the amounts included in the deductions column. Refer to Rule 12-09 of Regulation S-X.

4

      The additions to the reserves in the column labeled "charged to other accounts represent reserve balances acquired in connection with our Designer Intimates acquisition. In Amendment No. 2 we will revise the Schedule II information to incorporate footnotes and read as follows:

NITCHES, INC.

Valuation and Qualifying Accounts and Reserves

Additions

Balance at

Charged to

Charged to

Deductions(2)

Balance at

Beginning

Costs and

Other

End of

of Year

Expenses

Accounts(1)

Year

Year ended August 31, 2004

     Allowance for doubtful accounts

     & sales returns
$549,000

$330,000

-

$387,000

$492,000

     Inventory markdown allowance
$140,000

$118,000

-

$173,000

$85,000

Year ended August 31, 2005

     Allowance for doubtful accounts

     & sales returns
$492,000

$318,000

-

$538,000

$272,000

     Inventory markdown allowance
$85,000

$61,000

-

$61,000

$85,000

Year ended August 31, 2006

     Allowance for doubtful accounts

     & sales returns
$272,000

$242,000

$300,000

$171,000

$643,000

     Inventory markdown allowance
$85,000

$117,000

$340,000

$154,000

$388,000

(1)

Additions charged to other accounts reflect reserve balances acquired in the purchase of Designer Intimates on October 24, 2005.

(2)

Deductions consist of amounts released from reserves due to either (a) the reduced value of accounts receivable or inventory having been realized and the resulting loss charged directly to costs or expenses or (b) a higher value for the accounts receivable or inventory having been realized, warranting a reduction or elimination of estimated reserve amounts.

Form 10-Q/A Amendment No. 1 for Fiscal Quarter Ended November 30. 2006

Item 1. Financial Statements, page 2

Note 8. Acquisition of Saguaro LLC, page 8

6.

Please provide us your significance tests under Rule 3-05 of Regulation S-X indicating whether separate financial statements and related pro forma financial information is required pursuant to Items 2.01 and 9.01 of Form 8-K. In addition, please disclose the information required by paragraph 58 of SFAS 141. Further, please tell us:

5

How you determined the fair value of intangible assets acquired and the factors contributing to a purchase price that resulted in the amount of goodwill recognized;

Whether the purchase price allocation has been finalized; and

How you evaluated whether or not a settlement of the preexisting relationship occurred, how you measured the amount of the settlement and the gain or loss recognized. Please refer to EITF 04-1.

     We previously responded to the Commission's question concerning significance tests in connection with a registration statement on Form S-3 file no. 333-136470. In our September 14, 2006 correspondence we stated:

     "We determined that Saguaro LLC does not constitute a significant subsidiary under the tests of Rule 3-05 and Article 11 of Regulation S-X on the basis that it does not constitute a "business" within the meaning of Rule 11.01(d) of Regulation S-X. Saguaro LLC has only two assets—the trademarks "Saguaro" and "Saguaro West" for use in connection with apparel. The trademarks were contributed into Saguaro LLC earlier this year. Saguaro LLC has never conducted operations. Accordingly, disclosure of its financial statements would not be meaningful to an evaluation of our future operations with respect to the trademarks. There are no physical facilities, employees, market distribution systems, sales force, customer base, operating rights or production techniques being transferred in connection with the transaction.

     If the acquisition of Saguaro LLC was considered a business combination, the results of the significance tests would be as follows:

     Investment test. Our investment in Saguaro LLC will be $3.0 million. Our total assets at the fiscal year ended August 31, 2005, as reported in our Annual Report on Form 10-K/A filed on July 17, 2006 were $10.5 million. Subsequent to our fiscal year end we made a significant acquisition; acquiring 72% of the outstanding common stock of Designer Intimates, Inc. on October 24, 2005. We filed a Current Report on Form 8-K with respect to that acquisition which was subsequently amended to include audited financial statements of Designer Intimates, Inc. and pro forma financial statements on January 10, 2006. We have subsequently amended that filing on a Form 8-K/A on September 13, 2006 to correct the presentation of assets and liabilities resulting from our financing activities. Under Rule 3.05(b)(3) the determination of significance is being made using pro forma amounts for
the latest fiscal year in the Current Report on Form 8-K/A rather than by using the historical amounts. Accordingly, our total pro forma assets at the fiscal year ended August 31, 2005, as reflected in recent Form 8-K/A filed September 13, 2006 were $19.7 million and our investment in Saguaro LLC would represent 15.2% of our total assets.

6

     Asset Test. We are acquiring 100% of the membership interests of Saguaro LLC, and accordingly our share of its assets will be 100%. Saguaro LLC showed a book value of $6,284 for its assets as of December 31, 2005, its fiscal year end. Based on our $19.7 million in pro forma total assets at the fiscal year ended August 31, 2005, the Saguaro LLC assets would represent 0.03% of our total assets.

     Net Income Test. Saguaro LLC does not have any net income from continuing operations."

     With respect to paragraph 58 of SFAS 141, we determined, for the reasons set forth above, that Saguaro LLC does not constitute a "business" within the meaning of Rule 11.01(d) of Regulation S-X. Accordingly we determined that the acquisition of Saguaro LLC did not constitute a material business combination under paragraph 58 of SFAS 141.

     With respect the determination of the fair value of intangible assets acquired and the determination of the amount of goodwill recognized, we allocated $306,000 or 10.1% of the purchase price to the value of the "Saguaro" mark, and the remaining $2,724,0

CORRESP
1
filename1.htm

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

March 14, 2007

VIA
EDGAR

Mr. H. Christopher Owings,
Assistant Director
U. S. Securities and Exchange Commission
Division of
Corporate Finance
One Station Place
701 First Street,
N.E.
Washington, D.C.
20002

    Re:
    Nitches
      Inc.

    Preliminary Proxy
      Statement on Schedule 14A

    Filed January 5,
      2007

    File No.
      0-13851

Mr. Owings:

     With respect to the above referenced
filing, Nitches, Inc, a California corporation (the “Company”) hereby
acknowledges that:

  The Company is responsible for the adequacy and
  accuracy of the disclosure in the filing;

  Staff comments, or changes to disclosure in
  response to staff comments, do not foreclose the Commission from taking any
  action with respect to the filing; and

  The Company may not assert staff comments as a
  defense in any proceeding initiated by the Commission or any person under the
  federal securities laws of the United States.

    Sincerely,

    /s/ Steven P.
      Wyandt

          Chief
      Executive Officer

Mail Stop 3561
  February 13, 2007

Steven P. Wyandt
Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

Re: Nitches, Inc.
 Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
 Filed January 5, 2007
  File No. 0-13851

Dear Mr. Wyandt:

We have completed our review of your  preliminary proxy statement on Schedule
14A and related filings and have no further comments at this time.

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

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

CORRESP
1
filename1.htm

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

January 31, 2007

VIA EDGAR

Mr. H. Christopher Owings, Assistant
Director
U. S. Securities and Exchange Commission
Division of Corporate
Finance
One Station Place
701 First Street, N.E.
Washington, D.C. 20002

    Re:

    Nitches, Inc.

    Preliminary Proxy Statement on
      Schedule 14A

    Filed November 7,
      2006

    File No. 0-13851

    Amended Form 10-Q/A for Fiscal
      Quarter Ended May 31, 2006

    Filed December 20,
      2006

    Form 10-K for Fiscal Year Ended
      August 31, 2006

    Filed December 14,
      2006

    Form 10-Q for Fiscal Quarter
      Ended November 30, 2006

    Filed January 22,
      2007

    File No. 0-13851

Mr. Owings:

     This letter
constitutes Nitches, Inc.'s response to your correspondence dated January 24,
2006 with respect to the above referenced filings. (File No.
0-13851).

     We have prepared
this letter to facilitate your review. Set forth below are copies of the
comments from your letter, and our detailed responses.

Form 10-Q/A for Fiscal Quarter Ended May
31, 2006

    1.

    We note that in response to our
      comments in our letter dated December 4, 2006, you filed a short-form
      amended Form 10-Q/A for fiscal quarter ended May 31, 2006. Please refile
      the full Form lO-Q for fiscal quarter ended May 31, 2006 in a subsequent
      amendment that includes new 302 and 906
  certifications.

     We are
concurrently submitting a second amendment on Form 10-Q/A for the fiscal quarter
ended May 31, 2006 which includes the full Form 10-Q and new 302 and 906
certifications.

Controls and Procedures, page
2

    2.

    We note your response to comment 3
      in our letter dated December 4, 2006. In this regard, we note your added
      disclosure that a "[c]ontrol system, no matter how well designed and
      operated, can provide only reasonable, not absolute, assurance that the
      control system's objectives will be met." Please revise to state clearly,
      if we, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and
      that your principal executive officer and principal financial officer
      concluded that your disclosure controls and procedures are effective or
      not effective at that reasonable assurance level. In the alternative,
      please remove the reference to the level of assurance of your disclosure
      controls and procedures. Please refer to Section II.F.4 of Management's
      Reports on Internal Control Over Financial Reporting and Certification of
      Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238,
      available on our website at <http://www.sec.gov/rules/final/33-8238.htm>.

     We have revised
our disclosure to state clearly that our controls and procedures are designed to
provide reasonable assurance of achieving their objectives and our chief
executive and financial officers' conclusion of their effectiveness at that
reasonable assurance level.

    3.

    We note your revised disclosure
      that upon re-evaluation, your chief executive and financial officer
      concluded that as of May 31, 2006, the design and operation of your
      disclosure controls and procedures were not effective as of May 31, 2006.
      Please disclose in greater detail the nature of the material weakness
      identified in your disclosure. In this regard, please also revise to
      disclose the specific steps that you are taking or have taken, if any, to
      remediate the material weakness. Further, please disclose when the
      material weakness was identified, by whom it was identified and when the
      material weakness first began.

     We have expanded
our disclosure to describe the deficiency in more detail as well as the specific
steps taken to remediate the weakness.

Exhibits 31.1 and 32.1

    4.

    We note your response to comment 6
      in our letter dated December 4, 2006. It appears, however, that you have
      not used the exact wording of the certification provided in Item
      601(b)(31) of Regulation S-K, as required. For example, paragraph 4(c)
      does not include the parenthetical language. Please revise your 302
      certification to use the exact wording of the certification provided in
      Item 601(b)(31) of Regulation S-K.

     We have revised
our 302 certification to use the exact wording of the certification provided in
Item 601(b)(31) of Regulation S-K.

2

Form 10-K for Fiscal Year Ended August 31.
2006 and Form 10-Q for Fiscal Quarter Ended
November 30. 2006

    5.

    Please comply with comments issued on
      the Form 10-Q/A for fiscal quarter ended May 31, 2006, as
      applicable.

     We are
concurrently submitting an amendment on Form 10-K/A for our fiscal year ended
August 31, 2006 and an amendment on Form 10-Q/A for our fiscal quarter ended
November 30, 2006 which contain revisions corresponding to the comments issued
on the Form 10-Q/A for the period ended May 31, 2006, as applicable.

Form 10-K for Fiscal Year Ended August 31,
2006

Controls and Procedures, page
33

    6.

    We note your disclosure that your
      chief executive and financial officer "[o]riginally concluded that, as of
      the end of such period, our disclosure controls and procedures were not
      effective in recording, processing, summarizing and reporting...and are
      effective in ensuring that information required to be disclosed by us in
      the reports that we me or submit under the Exchange Act is accumulated and
      communicated..." It appears that you disclose your chief executive and
      financial officers' original effectiveness conclusion, but not your chief
      executive and financial officers' final effectiveness conclusion. Further,
      please note that the effectiveness conclusion should not be bifurcated,
      but rather stated as a single conclusion of the effectiveness of your
      disclosure controls and procedures as a whole. Please revise your
      disclosure accordingly.

     We have revised
our disclosure to clarify our chief executive and financial officer's final
conclusion of the effectiveness of our disclosure controls in a single
integrated statement.

     Thank you for
your assistance in this matter. Please call me at (858) 625-2636 or James Mercer
of Duane Morris LLP, counsel to Nitches, at (619) 744-2209 if you have any
questions, or if I can be of any assistance.

    Sincerely,

    /s/ Steven P. Wyandt

        Chief Executive Officer

3

Mail Stop 3561
  January 24, 2007

Steven P. Wyandt
Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

Re: Nitches, Inc.
 Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
 Filed January 5, 2007
  File No. 0-13851

Amended Form 10-Q/A for Fiscal Quarter Ended May 31, 2006
  Filed December 20, 2006
Form 10-K for Fiscal Year Ended August 31, 2006
Filed December 14, 2006
Form 10-Q for Fiscal Quarter Ended November 30, 2006
Filed January 22, 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.

Form 10-Q/A for Fiscal Quarter Ended May 31, 2006
1. We note that in response to our comments in our letter dated December 4, 2006, you filed a short-form amended Form 10- Q/A for fiscal quarter ended May 31,

Steven P. Wyandt
Nitches, Inc.
January 24, 2007 Page 2
2006.  Please refile the full Form 10-Q fo r fiscal quarter ended May 31, 2006 in a
subsequent amendment that include s new 302 and 906 certifications.

Controls and Procedures, page 2
2. We note your response to comment 3 in our letter dated December 4, 2006.  In
this regard, we note your added disclosure  that a “[c]ontrol system, no matter how
well designed and operated, can provide onl y reasonable, not absolute, assurance
that the control system’s objectives will be met.”  Please revise to state clearly, if
true, that your disclosure controls and procedures are designed to  provide
reasonable assurance of achieving their objectives and that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective or not effective at that reasonable assurance
level.  In the alternative, please remove the reference to the le vel of assurance of
your disclosure controls and procedures .  Please refer to Section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at <
http://www.sec.gov/rules/final/33-
8238.htm >.
3. We note your revised disclosure that upon re-evaluation, your chief executive and
financial officer conclude d that as of May 31, 2006, th e design and operation of
your disclosure controls and procedures  were not effective as of May 31, 2006.
Please disclose in greater detail the nature of the material weakness identified in your disclosure.  In this regard, please also  revise to disclose  the specific steps
that you are taking or have taken, if any, to remediate the material weakness.
Further, please disclose when the material weakness was identified, by whom it was identified and when the material weakness first began.

Exhibits 31.1 and 32.1
4. We note your response to comment 6 in our letter dated December 4, 2006.  It
appears, however, that you have not used  the exact wording of the certification
provided in Item 601(b)(31)  of Regulation S-K, as required.  For example,
paragraph 4(c) does not include the parenthetical language.  Please revise your 302 certification to use the exact wording of the certification provided in Item
601(b)(31) of Regulation S-K.

Form 10-K for Fiscal Year Ended August 31, 2006 and Form 10-Q for Fiscal Quarter
Ended November 30, 2006
5. Please comply with comments issued on th e Form 10-Q/A for fiscal quarter ended
May 31, 2006, as applicable.

Steven P. Wyandt
Nitches, Inc.
January 24, 2007 Page 3

Form 10-K for Fiscal Year Ended August 31, 2006

Controls and Procedures, page 33
6. We note your disclosure that your ch ief executive and financial officer
“[o]riginally concluded that, as of the end of such period, our disclosure controls and procedures were not effective in  recording, processi ng, summarizing and
reporting…and are effective in ensuring that  information required to be disclosed
by us in the reports that we file or su bmit under the Exchange Act is accumulated
and communicated….”  It appears that you disclose  your chief executive and
financial officers’ original effectivene ss conclusion, but not your chief executive
and financial officers’ final effectiveness c onclusion.  Further, please note that the
effectiveness conclusion should not be bi furcated, but rather stated as a single
conclusion of the effectiveness of your di sclosure controls and procedures as a
whole.  Please revise your disclosure accordingly.

* * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Please contact Kurt Murao, Attorney Advi sor, at (202) 551-3338, 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

Mail Stop 3561
  December 4, 2006

Steven P. Wyandt
Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

Re: Nitches, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed November 7, 2006
  File No. 0-13851

Form 10-Q for Fiscal Quarter Ended May 31, 2006
  Filed July 21, 2006
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.

Preliminary Proxy Statement on Schedule 14A
1. We note that you are soliciting the sharehol ders’ consent to and ratification of the
issuance of 600,000 shares of your common st ock for the acquisition of the Home
Décor business assets of Taresha, LLC.  Since the 600,000 common shares were issued to acquire assets of a going busin ess, it appears that Item 14 of Schedule
14A is applicable.  Please revise your document accordingly, or explain to us why

Steven P. Wyandt
Nitches, Inc.
December 4, 2006 Page 2
you believe disclosure is not required.  We may have further comment upon
review of your response.
2. Please expand your disclosure to discuss how  the acquisition, including the shares
of common stock already issued as consid eration, will be treated should you fail
to obtain shareholder consent to a nd ratification of the acquisition.

Form 10-Q for Fiscal Quarter Ended May 31, 2006

Controls and Procedures, page 14
3. We note your disclosure that your chie f executive and chief financial officer
concluded that your disclosure controls  and procedures “[a]re effective in
ensuring that information required to be disclosed by the Company in the reports that it files or submits with the Securities and Exchange Commission is accumulated and communicated to manage ment…as appropriate to allow timely
decisions regarding requir ed disclosure.”  We also note that the following
sentence continues to state that your chief executive and chief financial officer
“[c]oncluded that the information required to be disclosed in these filings is
recorded, processed, summarized, and reporte d within the time periods specified
in the rules and forms of the Commission.”   It appears that the effectiveness
conclusion does not specifically extend to  the second part of the definition of
disclosure controls and procedures, as  disclosed in the second sentence.
Accordingly, please revise to disclose, if  true, that your disclosure controls and
procedures are effective to ensure that information required to be disclosed by the
issuer in the reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time pe riods specified in the Commission’s
rules and forms.  See Exchange Act Rule 13a-15(e).
4. Your disclosure does not appear to a ddress Item 308(c) of Regulation S-K.
Accordingly, please confirm, if true, that  there were no changes in your internal
control over financial reporti ng that occurred during the la st fiscal quarter that has
materially affected or is reasonably like ly to materially affect, your internal
control over financial reporting.
5. We note that in the three most recent quart erly reports, as well as in the most
recent annual report, your chief executive and chief financial officer concluded
that your disclosure controls and procedur es were effective.  Please tell us the
basis for your chief executive and ch ief financial officer’s effectiveness
conclusion for each of those periods, given that it was necessary for you to file a
Form 12b-25 for each of those reports.

Steven P. Wyandt
Nitches, Inc.
December 4, 2006 Page 3
Exhibits 31.1 and 32.1
6. Please note that the exact wording of the certification provided in Item 601(b)(31)
of Regulation S-K is required.  For exam ple, paragraph 4(d) does not include the
parenthetical language and the introductory language in paragraph 5 does not
include the language “of internal control over financial reporting.”  Please revise
your 302 certification to use the exact wording of the ce rtification provided in
Item 601(b)(31) of Regulation S-K.
7. We note that the 906 certification has not been dated.  Please revise accordingly.

* * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Steven P. Wyandt
Nitches, Inc.
December 4, 2006 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact Kurt Murao, Attorney Advi sor, at (202) 551-3338, 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

CORRESP
1
filename1.htm

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

October 23, 2006

VIA EDGAR

Mr. H. Christopher Owings, Assistant Director
U. S. Securities and Exchange Commission
Division of Corporate Finance
One Station Place
701 First Street, N.E.
Washington, D.C. 20002

Re:     Nitches Inc.
           Registration Statement on Form S-1
           File No. 333-136470

Mr. Owings:

           Pursuant to Rule 461 under the Securities Act of 1933, Nitches, Inc, a California corporation (“Nitches”) hereby requests that the effectiveness of Nitches' Registration Statement on Form S-1 (File No. 333-136470), be accelerated to 9:00 a.m. on Tuesday, October 24, 2006, or as soon thereafter as practicable.

           The Registrant acknowledges that:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 Nitches from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Nitches may not assert the declaration of effectiveness and staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Steven P. Wyandt

    Chief Executive Officer

CORRESP
1
filename1.htm

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

October 19, 2006

VIA EDGAR

Mr. H. Christopher Owings, Assistant
Director
U. S. Securities and Exchange Commission
Division of Corporate
Finance
One Station Place
701 First Street, N.E.
Washington, D.C. 20002

Re:     Nitches
Inc.

Registration Statement on Form
S-1
           File No.
333-136470

Mr. Owings:

Pursuant to Rule 461 under the Securities Act of 1933, Nitches, Inc, a
California corporation (“Nitches”) hereby requests that the effectiveness of
Nitches' Registration Statement on Form S-1 (File No. 333-136470), be
accelerated to 9:00 a.m. on Tuesday, October 24, 2006, or as soon thereafter as
practicable.

The Registrant acknowledges that:

  should the Commission or the staff, acting
  pursuant to delegated authority, declare the filing effective, it does not
  foreclose the 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
  Nitches from its full responsibility for the adequacy and accuracy of the
  disclosure in the filing; and

  Nitches may not assert 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.

    Sincerely,

    /s/ Steven P. Wyandt

        Chief Executive
      Officer

Mail Stop 3561

 September 28, 2006

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, California  92121

Re: Nitches, Inc.
Amendment No. 1 to Registrati on Statement on Form S-3
Filed September 15, 2006
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.

General
1. We note your response to comment 1 in our letter dated September 6, 2006.  In
addition to information report on Form 8-K that you filed in an untimely manner
on October 31, 2005, your information statement on Form 8-K that you filed on January 10, 2006 was untimely as well.  We note that in your October 31, 2005
Form 8-K, you did not file the Designer Intimates financial statements or the pro
forma financial information.  Instead, you filed the financial statements and pro
forma information in an amended Form 8-K/A, as permitted by Items 9.01(a)(4) and (b)(2) of Form 8-K, on January 10, 2006.  However, Item 9.01(a)(4) of Form
8-K states that these financial statemen ts must be filed by an amended Form 8-
K/A no later than 71 calendar days after th e date that the initial report on Form 8-
K “must be filed.”  As the initial Form  8-K was required to be filed on October
28, 2005, the count of 71 calendar days began on October 28, 2005, making the
amended Form 8-K/A untimely.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 2
In this regard, General Instru ction I.A.3(b) states  that to be eligible to use Form
S-3 you must have filed in a timely manner all required reports during the previous twelve months.  Therefore, pl ease withdraw this Form S-3 and re-file
your registration statement on a form for which you meet the eligibility
requirements.

* * * * * *

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.

Please contact John Fieldsend, Staff Attorney, at (202) 551-3343, David
Mittelman, Legal Branch Chief, at (202) 551-3214, or me at ( 202) 551-3720 with any
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: James A. Mercer III, Esq.
 Duane Morris LLP
 Via Fax: (619) 744-2201

CORRESP
1
filename1.htm

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

October 10, 2006

VIA EDGAR

Mr. H. Christopher Owings, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
One Station Place
701 First Street, N.E.
Washington, D.C. 20002

    Re:

    Nitches
      Inc.

    Registration
      Statement on Form S-3

    Filed August 10,
      2006

    File No.
      333-136470

Mr. Owings:

     Concurrently with the delivery of this correspondence, we are filing a pre-effective Amendment No. 2 to the Registration Statement referred to above.

     We have filed Amendment No. 2 on Form S-1. In accordance with Instruction VII to Form S-1 we have elected to provide the information required by Item 11 of the Form through incorporation by reference pursuant to Items 11A and 12 of the Form.

     In determining our eligibility to use incorporation by reference, we note the following:

          (i) we are subject to the requirements to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);

          (ii) we and have filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months;

          (iii) we are not, and have not been during the past three years, a blank check company (as defined in Rule 419(a)(2)), a shell company (as defined in Rule 405), or a registrant for an offering of penny stock (as defined in Rule 3a51-1) of the Exchange Act;

          (iv) the offering that we are registering is not effecting a business combination transaction (as defined in Rule 165(f)(1)); and

          (v) we make our periodic and current reports filed under Section 13 and Section 15(d) of the Exchange Act, including the ones incorporated by reference in the Registration Statement, readily available and accessible by a link on our website at www.nitches.com.

     With respect to clause (iv) above, the offering being registered relates to the resale of shares of our common stock that are being acquired by the selling stockholders in a private transaction.

     Thank you for your assistance in this matter. Please call me at (858) 625-2636 or James Mercer of Duane Morris LLP, counsel to Nitches, at (619) 744-2209 if you have any questions, or if I can be of any assistance.

Sincerely,

/s/
Steven P. Wyandt

Chief Executive Officer

2

CORRESP
1
filename1.htm

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

September 15, 2006

VIA EDGAR

Mr. H. Christopher Owings, Assistant Director
 U. S. Securities and Exchange Commission
 Division of Corporate Finance
 One Station Place
 701 First Street, N.E.
 Washington, D.C. 20002

Re:

Nitches Inc.

Registration Statement on Form S-3

Filed August 10, 2006

File No. 333-136470

Mr. Owings:

          This letter constitutes Nitches, Inc.’s response to your correspondence dated September 6, 2006 with respect to Nitches’ registration statement on Form S-3 (File No. 333-136470).  Concurrently with the delivery of this correspondence, we are filing a pre-effective Amendment No. 1 to the registration statement, which includes revisions to address the concerns raised in your correspondence.

          We have prepared this letter to facilitate your review of the amended registration statement.  Set forth below are copies of the comments from your letter, and our detailed responses.

General

1.

It appears the information reports on Form   8-K that you filed on October 31, 2005 and March 22, 2006 were filed on the   fifth business day after the occurrences of the events.  Form 8-K’s General Instruction B.l states   that you must file a Form 8-K within four business days of the event.  Similarly, General Instruction I.A.3(b)   states that to be eligible to use Form S-3 you must have filed in a timely   manner all required reports during the previous twelve months.  Therefore, please tell us why you are   eligible to use Form S-3 for this transaction.

          Our Form 8-K that was filed on October 31, 2005, related to the entry into a material definitive agreement and the completion of an acquisition of assets which took place on October 24, 2005.  Accordingly, the due date for the filing was Friday, October 28, 2005.  We submitted the information for the Form 8-K to our EDGAR filing service in a timely manner and approved

the filing of the Form 8-K on October 28,
2005; however, because of a procedural breakdown within the filing service, our
approval was not processed and the filing service did not submit the filing
until the following business day.  We have separately submitted to the
Securities and Exchange Commission under correspondence dated September 11, 2006
a request that the Form 8-K either be (1) corrected to October 28, 2005, or (2)
adjusted to October 28, 2005 pursuant to Rule 13(b) of Regulation S-T, on the
basis that the delay was caused by a third party, and we made a reasonable
effort to file our report on a timely basis.  Alternatively, we have
requested that we receive a waiver of the late filing so that we be deemed to
have timely filed the Subject 8-K for purposes of meeting the eligibility
requirements for the use of Form S-3.

          Our Form 8-K that was filed on March 22, 2006, related to the entry into two material definitive agreements that were effective or entered into on March 15, 2006.  Accordingly the due date for the filing was March 21, 2006.  Under Section A.3 (b) of the General Instructions for Use of Form S-3 the registrant must have timely filed all filings “other than a report that is required solely by pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a), 6.01, 6.03 or 6.05 of Form 8-K.”  The Form 8-K that was filed on March 22, 2006 related solely to the entry into material definitive agreements under Item 1.01 of Form 8-K.  The exhibits to that report filed under item 9.01 were copies of the material definitive agreements and were not required to be filed with the 8-K.  Accordingly, we respectfully request that Nitches, Inc. be deemed to have timely filed all reports
required to be filed during the preceding twelve calendar months, and be deemed eligible to use Form S-3 for this transaction.

2.

Please tell us the results of the   significance tests you performed under Rule 3-05 and Article 11 of Regulation   S-X and whether you are required to provide the audited financial statements   and pro forma information relating to your acquisition of Saguaro LLC.  If you have not performed these tests,   please do so, tell us your conclusions, and disclose any required information   as appropriate.

          We determined that Saguaro LLC does not constitute a significant subsidiary under the tests of Rule 3-05 and Article 11 of Regulation S-X on the basis that it does not constitute a “business” within the meaning of Rule 11.01(d) of Regulation S-X.  Saguaro LLC has only two assets—the trademarks “Saguaro” and “Saguaro West” for use in connection with apparel.  The trademarks were contributed into Saguaro LLC earlier this year.  Saguaro LLC has never conducted operations.  Accordingly, disclosure of its financial statements would not be meaningful to an evaluation of our future operations with respect to the trademarks.  There are no physical facilities, employees, market distribution systems, sales force, customer base, operating rights or production techniques being transferred in connection with the transaction.

          If the acquisition of Saguaro LLC was considered a business combination, the results of the significance tests would be as follows:

          Investment test. Our investment in Saguaro LLC will be $3.0 million.  Our total assets at the fiscal year ended August 31, 2005, as reported in our Annual Report on Form 10-K/A filed on July 17, 2006 were $10.5 million.  Subsequent to our fiscal year end we made a significant acquisition; acquiring 72% of the outstanding common stock of Designer Intimates, Inc. on October 24, 2005.  We filed a Current Report on Form 8-K with respect to that acquisition which

2

was subsequently amended to include
audited financial statements of Designer Intimates, Inc. and pro forma financial
statements on January 10, 2006.  We have subsequently amended that filing
on a Form 8-K/A on September 14, 2006 to correct the presentation of assets and
liabilities resulting from our financing activities.  Under Rule 3.05(b)(3)
the determination of significance is being made using pro forma amounts for the
latest fiscal year in the Current Report on Form 8-K/A rather than by using the
historical amounts.  Accordingly, our total pro forma assets at the fiscal
year ended August 31, 2005, as reflected in recent Form 8-K/A filed September
13, 2006 were $19.7 million and our investment in Saguaro LLC would represent
15.2% of our total assets.

          Asset Test.  We are acquiring 100% of the membership interests of Saguaro LLC, and accordingly our share of its assets will be 100%.  Saguaro LLC showed a book value of $6,284 for its assets as of December 31, 2005, its fiscal year end.  Based on our $19.7 million in pro forma total assets at the fiscal year ended August 31, 2005, the Saguaro LLC assets would represent 0.03% of our total assets.

          Net Income Test.  Saguaro LLC does not have any net income from continuing operations.

Outside Front Cover

3.

You state that this prospectus relates to   up to 600,000 shares of your common stock that may be sold from time to time   by your “selling shareholders.”    However, it appears that you have only one selling shareholder, Impex   Inc. Please revise your entire document, including your Selling   Stockholders section, to make clear that you have only one selling   stockholder.

          In accordance with your Comment 5. below, we have revised the Selling Stockholder table to refer to two stockholders who are the beneficial owners of the shares of common stock that will be issued to Impex, Inc.

Selling Stockholders, page 8

4.

In the third paragraph of this section, you   state that you have included all the information regarding your selling   stockholder “to [y]our knowledge.”    Please remove this qualification or tell us the reason for it, as you   are responsible for all the disclosure in your document.

          We have removed the knowledge qualification from the Selling Stockholder section of the registration statement.

5.

Please revise your Selling Stockholders   table to identify the beneficial owner or owners that have voting or   investment control over the shares being offered by the selling stockholder.  See Interpretation 60 under Section   I.  Regulation S-K in the Division of   Corporation Finance’s Manual of Publicly Available Telephone Interpretations   (July 1997) and Interpretation 4S under Regulation S-K in the March 1999   Interim Supplement to Division of Corporation Finance’s Manual of Publicly   Available Telephone Interpretations (March 1999).

3

          We have revised the Selling Stockholders table to identify the two beneficial owners that have voting or investment control over the shares being offered.

Item 16.  Exhibits.  Page II-2

6.

We note that you do not list your   acquisition agreement with Impex Inc., or its amendment, as exhibits to your   filing.  Please list all the documents   material to your filing as exhibits.    See Item 601 of Regulation S-K.    If you have previously filed a material document in another filing   with us, you may incorporate that exhibit by reference, but you must list the   document as an exhibit in your Exhibit section and your Exhibit Index.  See Item 601(a)(1) of Regulation S-K.

          We have revised our Exhibit Section and Exhibit Index to include references to the Acquisition Agreement between Nitches, Inc. and Impex Inc. and Amendment No. 1 to Acquisition Agreement between Nitches, Inc. and Impex Inc.  We have refiled the Acquisition Agreement as an exhibit to the registration statement.  We have incorporated Amendment No 1 by reference to the exhibit to our report on Form 8-K filed with the SEC on August 8, 2006.

          Thank you for your assistance in this matter.  Please call me at (858) 625-2636 or James Mercer of Duane Morris LLP, counsel to Nitches, at (619) 744-2209 if you have any questions, or if I can be of any assistance.

  Sincerely,

  /s/ Steven   P. Wyandt

  Chief   Executive Officer

4

Mail Stop 3561

 September 6, 2006

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, California  92121

Re: Nitches, Inc.
Registration Statement on Form S-3
Filed August 10, 2006
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.

General
1. It appears the information reports on Form 8-K that you filed on October 31,
2005 and March 22, 2006 were filed on the fifth business day after the occurrences of the events.  Form 8-K’s General Instruction B.1 states that you
must file a Form 8-K within four busine ss days of the event.  Similarly, General
Instruction I.A.3(b) states th at to be eligible to use Form S-3 you must have filed
in a timely manner all required reports during the previous twelve months.
Therefore, please tell us why you are eligible to use Form S-3 for this
transaction.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 2
2. Please tell us the results of the signi ficance tests you performed under Rule 3-05
and Article 11 of Regulation S-X and wh ether you are required to provide the
audited financial statements and pr o forma information relating to your
acquisition of Saguaro LLC.  If you have not performed these tests, please do so,
tell us your conclusions, a nd disclose any required information as appropriate.

Outside Front Cover
3. You state that this prospectus relates to up to 600,000 shares of your common
stock that may be sold from time to time by your “selling shareholders.”  However, it appears that you have only one selling shareholder, Impex Inc.
Please revise your entire document, incl uding your Selling Stockholders section,
to make clear that you have only one selling stockholder.

Selling Stockholders, page 8
4. In the third paragraph of this section, you state that  you have included all the
information regarding your selling stoc kholder “to [y]our knowledge.”  Please
remove this qualification or tell us the reason for it, as  you are responsible for all
the disclosure in your document.
5. Please revise your Selling Stockholders tabl e to identify the beneficial owner or
owners that have voting or  investment control over the shares being offered by
the selling stockholder.  See Interpretation 60 under Section I. Regulation S-K in
the Division of Corporation Finance’s Manual of Publicly Available Telephone
Interpretations (July 1997) and Interp retation 4S under Regulation S-K in the
March 1999 Interim Supplement to Divisi on of Corporation Finance’s Manual of
Publicly Available Telephone Interpretations (March 1999).

Item 16.  Exhibits, page II-2
6. We note that you do not list your acquisition agreement with Impex Inc., or its amendment, as exhibits to your filing.  Please list all the documents material to
your filing as exhibits.  See Item 601 of Regulation S-K.  If you have previously
filed a material document in another f iling with us, you may incorporate that
exhibit by reference, but you must list the document as an exhibit in your Exhibit
section and your Exhibit Index.  See Item 601(a)(1) of Regulation S-K.
In this regard, please co nsider filing your acquisiti on agreement again, because
you withdrew the Form S-1 registration statement in which the acquisition
agreement was filed originally.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 3
* * * * * *

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:

• 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.

Steven P. Wyandt, Chief Executive Officer
Nitches, Inc.
September 6, 2006 Page 4
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 John Fieldsend, Staff Attorney, at (202) 551-3343, David
Mittelman, Legal Branch Chief, at (202) 551-3214, or me at ( 202) 551-3720 with any
questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: James A. Mercer III, Esq.
 Duane Morris LLP
 Via Fax: (619) 744-2201

Mail Stop 3561

     July 21, 2006

Mr. Steven P. Wyandt
Chief Executive Officer and Chief Financial Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

 Re: Nitches, Inc.
  Form 10-K for Fiscal Year Ended August 31, 2005
Filed December 15, 2005
Forms 10-Q for Fiscal Quarters Ended
November 30, 2005 a nd February 28, 2006
Form 8-K/A Filed January 10, 2006
Form 8-K Filed April 19, 2006
  File No. 0-13851

Dear Mr. Wyandt:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       J i m  A l l e g r e t t o
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

NITCHES, inc
10280 CAMINO SANTA
FE, SAN DIEGO, CA  92121

July 10,   2006

Sarah   Goldberg

U. S.   Securities and Exchange Commission

Division Of   Corporation Finance

100 F   Street, N.E., Mail Stop 3561

Washington,   D.C.  20549

Re: Nitches, Inc.
        File No. 0-13851

Dear Sarah,

In connection with  responding to the comments regarding the filings of Nitches, I acknowledge that :

1.

Nitches is   responsible for the adequacy and accuracy of the disclosures in the filings;

2.

SEC staff   comments or changes to disclosures in response to SEC staff comments do not   foreclose the Commission from taking action with respect to the filings; and

3.

Nitches may   not assert SEC staff comments as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

Comment  1

We will amend our Form 10-K/A and Form 10-Q/A filed May 16, 2006 to include all items required by Form 10-K and Form 10-Q, including the updated liquidity discussion.

Comment  2

All restated financial statements will be labeled “Restated”.

Comment  3

Both amended filings will include both the Section 302 and 906 certifications.

Comment  4

As noted under Comment 6 in my response letter dated March 7, 2006, I have concluded the controls and procedures were effective in “ensur[ing] that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”  This disclosure will be included in the amended filing and all future filings.

Comment  5

An amended 8-K/A incorporating our previous responses will be filed.

Comment  6

In the future when any non-GAAP measures are presented, we will include all disclosures required by Regulation G.  Please see attached the presentation of the Form 8-K filed April 19, 2006, revised to include such disclosures.

Sincerely,

  s/ Steven   P. Wyandt

  Steven P.   Wyandt

  CEO &   CFO

2

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
 Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 19, 2006 (April 19, 2006)

NITCHES,   INC.

(Exact   name of registrant as specified in its charter)

California

0-13851

95-2848021

  (State of   Incorporation)

(Commission   File Number)

(I.R.S.   Employer Identification No.)

10280 Camino Santa Fe, San Diego,   California 92121

(Address   of principal executive offices)

Registrant’s telephone number: (858) 625-2633

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under   the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 425 under the   Securities Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule   14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule   13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of  Operations and Financial Condition.

On April 19, 2006, the Registrant issued a press release announcing second quarter results for fiscal 2006.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Regulation G Disclosure

The attached press release includes the presentation of pretax income, net income and earnings per share before one-time charges, all of which are non-GAAP measures.  The one-time charges consisted of writing up the value of acquired inventory from purchase cost to the market value of that inventory.  Due to the acquisition-related, non-cash nature of these adjustments, management also presented the results of operations as if the company acquired this inventory in the ordinary course of business so that investors would:

1)

Be able to measure the   impact of the one-time charges required under GAAP

2)

Gain a clearer   understanding of the impact of the regular operations of the business   acquired

3)

Have equivalent metrics   for comparison to performance in future periods

A reconciliation of GAAP to non-GAAP measures as required by Regulation G is included in the press release.

Item 9.01  Financial Statements and Exhibits.

99.1          Press Release of the Registrant dated April 19, 2006.

2

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

NITCHES, INC.

Registrant

April 19, 2006

By:

/s/ Steven P. Wyandt

Steven P. Wyandt

As Principal Financial   Officer

and on behalf of the   Registrant

3

Exhibit Index

Exhibit No.

Description

  99.1

  Press Release of the Registrant dated April 19, 2006.

4

Exhibit 99.1

FOR IMMEDIATE RELEASE

Nitches, Inc. announces second quarter fiscal 2006 results:

•

Earnings per share of $.01   versus year ago $.15 loss

•

Net sales increase 89% from   prior year to $12.3 million

•

Order backlog for fiscal 2006   remains strong at $26.0 million

          SAN DIEGO, California, April 19, 2006 – Nitches, Inc. (NASDAQ-NICH) announced today its results for the three and six month periods ended February 28, 2006.  The Company earned consolidated net income of $45,000 for the second quarter of fiscal 2006, reversing a $524,000 loss in the year earlier period.  Second quarter earnings per split-adjusted share were $.01 versus a loss of $.15 for the second quarter of fiscal 2005.  Earnings per share for the current quarter reflect the effect of a 200% stock dividend issued on January 20, 2006 which had the effect of a 3 for 1 stock split.

          Earnings during the period were negatively impacted due to one time, non-cash adjustments related to the acquisition of Designer Intimates on October 24, 2005.   For the second quarter, consolidated pretax income before the effect of these one time charges would have been $327,000 and net income would have been $196,000 or $.05 per split-adjusted share.

          For the six months ended February 28, 2006 the Company earned $.15 per weighted average share as compared to a $.15 loss in the year earlier period.    Consolidated pretax income before the effect of one time acquisition charges was $1.9 million and net income was $1.1 million or $.29 per weighted average share.  Per share amounts for the current six month period reflect the effect of 180,000 shares issued in conjunction with the acquisition of Designer Intimates.

          Consolidated net sales for the second quarter of fiscal 2006 increased 89% to $12.3 million versus $6.5 million for the second quarter of 2005 due to net sales contributed by the Company’s newly acquired Designer Intimates business.  Consolidated net sales for the first half of fiscal 2006 increased 110% to $27.0 million from $12.9 million for the first half of fiscal 2005.  Designer Intimates contributed $12.3 million of the $14.1 million increase.

  Three   Months Ended February 28,

Six Months   Ended February 28,

2006

2005

2006

2005

  Net   sales

$

12,314,000

$

6,521,000

$

27,029,000

$

12,858,000

Net   income (loss)

45,000

(524,000

)

565,000

(536,000

)

  Earnings   per share

$

0.01

$

(0.15

)

$

0.15

$

(0.15

)

Weighted   average shares outstanding

4,053,507

3,513,507

3,895,385

3,513,507

10280 Camino Santa Fe
·
   San Diego, California 92121
·
   www.nitches.com

·
   Fax: 858.625.0746

          For the second half of the fiscal year ending August 31, 2006 the Company has shipped and on-hand orders totaling $26.0 million.  At this time last year the Company had comparable orders of $12.7 million.  Additionally, to date the Company has received orders for shipment in the first quarter of fiscal 2007 of $15.0 million.  At this time last year the Company had comparable orders on hand for the first quarter of fiscal 2006 of $1.5 million.  The increase is due to additional orders reported as a result of the acquisition of Designer Intimates, as well as both an increase in orders and earlier order placement for the company’s menswear, sleepwear, and private label product lines.  The amount of unfilled orders at any given time is affected by a number of factors, including the timing of the receipt and processing of customer orders and the scheduling of the manufacture and
shipping of the product, which may be dependent on customer requirements.

          Backlog amounts include both confirmed orders and unconfirmed orders that the Company believes, based on industry practice and past experience, will be confirmed.  While cancellations, rejections and returns have generally not been material in the past, there can be no assurance that such action by customers will not reduce the amount of sales realized from the backlog of orders at a given point in time.

          On October 24, 2005, Nitches acquired the remaining seventy-two percent (72%) of Designer Intimates, Inc. which it did not own, resulting in the Company owning one hundred percent (100%) of Designer Intimates.  The primary reason for the acquisition was to acquire the trademarks and brand licenses held by Designer Intimates to complement the Company’s broad production base and provide a platform for future revenue growth. Nitches currently distributes men’s casual lifestyle clothing by Newport Blue®, Dockers® men’s swimwear and t-shirts, golf apparel by The Skins Game, women’s sleepwear and loungewear by Body Drama® and women’s western wear by Adobe Rose®, Saguaro® and Southwest Canyon®.  With the recent acquisition of Designer Intimates, the Company markets sleepwear, robes, loungewear, and daywear under the following brands:
Argentovivo®, Derek Rose®, Princesse tam tam®, Crabtree & Evelyn®, The Anne Lewin® Collection, The Bill Blass® Lifestyle Collection, The Dockers® Collection, The Claire Murray® Collection and The Vassarette® Collection.  Products are sold to better department stores, specialty boutiques, moderate department stores, and national and regional discount department stores and chains.  The Company also develops and manufactures private label products for many leading retailers and catalogs.

          Nitches, Inc. has been designing and marketing quality apparel for niche markets since 1971.  The Company is headquartered in San Diego, California with offices in Los Angeles, New York City, Hong Kong and Istanbul.  The Company’s shares are traded on the NASDAQ Capital Market under the symbol NICH.  Visit our web site at http://www.nitches.com.

          This press release includes the presentation of pretax income, net income and earnings per share before one-time charges, all of which are non-GAAP measures.  The one-time charges consisted of writing up the value of acquired inventory from purchase cost to the market value of that inventory.  Due to the acquisition-related, non-cash nature of these adjustments, management also presented the results of operations as if the company acquired this inventory in the ordinary course of business so that investors would:

     1)

     Be able to measure the impact of the one-time charges required under GAAP

2)

Gain a clearer understanding of the financial   effect of the regular operations of the business acquired

3)

Have equivalent metrics for comparison to   performance in future periods

The reconciliation of GAAP to non-GAAP measures as required by Regulation G is presented below:

  As   Reported
   Per GAAP

Non-GAAP
   Adjustment

Non-GAAP Measure

As   Reported

  For Three   Months Ended February 28, 2006:

Pretax   income

$

176,000

$

151,000

$

327,000

Net income   (loss)

45,000

151,000

196,000

  Earnings   per share

0.01

0.04

0.05

For Six   Months Ended February 28, 2006:

Pretax   income

$

1,372,000

$

567,000

$

1,939,000

  Net income   (loss)

565,000

567,000

1,132,000

Earnings   per share

0.15

0.14

0.29

          Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from forecasted results.  Those risks include a softening of retailer or consumer acceptance of the Company’s products, pricing pressures and other competitive factors, or the unanticipated loss of a major customer.  The Company’s results may also differ materially from period to period due to the seasonal nature of the Company’s product lines.  Such seasonal differences may be further impacted by the Company’s acquisition of Designer Intimates.  These and other risks are more fully described
in the Company’s filings with the Securities and Exchange Commission.

Contact:  Steve Wyandt

               Web:     http://  www.nitches.com

               E-mail:  ir@nitches.com

               Phone:  (858)   625-2633  (Option # 1: Corporate)

##

Mail Stop 3561

      July 6, 2006

Mr. Steven P. Wyandt
Chief Executive Officer and Chief Financial Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

 Re: Nitches, Inc.
  Form 10-K for Fiscal Year Ended August 31, 2005
Filed December 15, 2005
Forms 10-Q for Fiscal Quarters Ended
November 30, 2005 a nd February 28, 2006
Form 8-K/A Filed January 10, 2006
Form 8-K Filed April 19, 2006
  File No. 0-13851

Dear Mr. Wyandt:

We reviewed your responses to our prior comments on the above referenced
filings as set forth in your letter dated Apr il 7, 2006.  Our review resulted in the following
additional comments.

Form 10-K/A for Fiscal Year Ended August 31, 2005

1. We have reviewed Form 10-K/A and Form 10-Q/A filed May 16, 2006.  Please
note that it is not appropriate to include incomplete financial statements and
footnotes in your filings.  Further, as you were required to amend these filings, in
part, due to errors in your Section 302 certifications, your amendment should
include all Items required by Form 10-K and Form 10-Q.  Please amend Form 10-
K/A and Form 10-Q/A accordingly.  In doi ng so, please ensure that all Items
affected by your restatement are revised accordingly.  For example, we note that the Liquidity section of your MD&A is in  error due to changes in your cash flow
statement, yet you did not include a revised MD&A in your amendments.

Mr. Wyandt
Nitches, Inc.
July 6, 2006 Page 2 of 3
2. As previously requested in our oral co mments issued to Paul Wyandt on April 24,
2006, please label your financial statem ents “Restated,” as applicable.

3. Please amend Form 10-K/A and Form 10-Q/A to include the Section 906 certification.  Both the Section 302 a nd Section 906 certifications must be
included in all annual an d quarterly reports, including amendments to those
reports.

Form 10-Q/A for Fiscal Quarter Ended November 30, 2005

Item 4. Controls and Procedures

4. As previously requested in comment 6 in our letter dated February 15, 2006, please also state, if true, whether the cer tifying officers concluded the controls and
procedures were effective in “ensur[ing] th at information required to be disclosed
by an issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management , including its principal executive and
principal financial officers, or pers ons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.”  See
Exchange Act Rule 13a-15(e).

Form 8-K/A Filed January 10, 2006

5. As previously requested, please amend Form 8-K/A to include the changes
indicated in your responses to comment 15 in your letter da ted March 7, 2006 and
comment 9 in your letter dated April 7, 2006.

Form 8-K Filed April 19, 2006

6. We note your presentation of consolidated pr etax income before the effect of one
time charges, a non-GAAP measure.  When  non-GAAP measures are presented in
future Form 8-K filings, please include a ll disclosures required by Regulation G.
Additionally, as previously requested in our  oral comments issu ed to Paul Wyandt
on April 24, 2006, please provide us with a resp onse to show us what this Form 8-
K would look like if such disc losures had been included.

*    *    *    *

As appropriate, please amend your filings and  respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested supplemental
information.  Detailed respons e letters greatly facilitate our review.  Please file your
response letter on EDGAR.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

Mr. Wyandt
Nitches, Inc.
July 6, 2006 Page 3 of 3

You may contact Sarah Goldberg, Staff Accountant, at  (202) 551-3340 or me at
(202) 551-3843 if you have questions regard ing comments on the financial statements
and related matters.
        S i n c e r e l y ,

        George F. Ohsiek, Jr.
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

NITCHES  ,inc
 10280 CAMINO SANTA FE, SAN DIEGO, CA  92121

April 7, 2006

Sarah Goldberg
 U. S. Securities and Exchange Commission
 Division Of Corporation Finance
 100 F Street, N.E., Mail Stop 3561
 Washington, D.C.   20549

Re:  Nitches,   Inc.

        File   No. 0-13851

Dear Sarah,

In connection with  responding to the comments regarding the filings of Nitches, I acknowledge that :

1.

Nitches is   responsible for the adequacy and accuracy of the disclosures in the filings;

2.

SEC staff   comments or changes to disclosures in response to SEC staff comments do not   foreclose the Commission from taking action with respect to the filings; and

3.

Nitches may   not assert SEC staff comments as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

Comment  1

We will revise the balance sheets and the cash flows to conform to the guidance that you have provided.

Comment  2

We will disclose the age of our directors and executive officers.

Comment  3

We adopted a Code of Ethics in 2003 and it has been posted at NITCHES.COM since that time. We will provide the disclosures required by Item 406 of Regulation S-K.

Comment  4

We will disclose all arrangements, stating amounts, for which our directors are compensated  for any and all services provided.

Comment  5

We will provide the disclosures required by Items 402(j) and 402(k) of  Regulation S-K regarding the compensation committee.

Comment  6

We will amend Form10-K to revise my certification to replace references to “annual report” with “report.”

Comment  7

We will disclose the estimated aggregated amortization expense for intangible assets for each of the five succeeding fiscal years.

Comment  8

We will change “shipping expenses” to “freight costs.” We will revise our disclosure to make clear that “shipping and warehousing expenses” do not include “freight costs.”

Comment  9

We will revise; we were remiss in not showing the proforma adjustments to record the new deferred taxes. All tax assets and liabilities were evaluated upon the acquisition.Based upon the assigned book values  and the related income tax bases, the new deferred taxes were the same as the old. This may seem unusual, but the assets involved were the accounts receivable, lease hold improvements, and office equipment.

  Sincerely,

  /s/ Steven P.   Wyandt

  Steven P.   Wyandt

  CEO &   CFO

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

 					March 21, 2006

Mr. Steven P. Wyandt
Chief Executive Officer and Chief Financial Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

	Re:	Nitches, Inc.
		Form 10-K for Fiscal Year Ended August 31, 2005
      Filed December 15, 2005
      Form 10-Q for Fiscal Quarter Ended November 30, 2005
      Form 8-K/A Filed January 10, 2006
		File No. 0-13851

Dear Mr. Wyandt:

      We reviewed your responses to our prior comments on the
above
referenced filings as set forth in your letter dated March 7,
2006.
Our review resulted in the following additional comments.

Form 10-K for Fiscal Year Ended August 31, 2005

Consolidated Financial Statements, page 16

Consolidated Balance Sheets, page 19

1. We have reviewed your response to comments 1 and 2 in our
letter
dated February 15, 2006.  Based on paragraph 11 of SFAS 140, upon
the
completion of a transfer of assets that satisfies the conditions
to
be accounted for as a sale, you should derecognize all assets sold
and recognize all assets obtained in consideration as proceeds of
the
sale.  Based on your disclosure, it appears the consideration
received from the sale of your trade receivables is either a
receivable due from factor or cash received at the due date, which
is
the earlier of the payment of the receivable to the factor by the
customer or 180 days.  The advances you receive from the factor
represent a separate transaction whereby you are receiving an
interest-bearing loan collateralized by all of your assets.  As
such,
the advances from the factor do not represent consideration as
proceeds of the sale and; therefore, SFAS 140 is not the
applicable
accounting literature for such advances.  In this regard, please
explain your basis for netting advances due to factor against
receivables due from factor under FIN 39.  Furthermore, as they
represent borrowings from a lender, tell us why you do not reflect
advances received from the factor as a financing cash inflow based
on
paragraph 19.b of SFAS 95.  Note that only the consideration
received
from the sale of receivables satisfies the criteria of an
operating
cash flow.  As the advances do not represent consideration
received
in the sale, they should not be classified as an operating cash
flow.
As stated previously, we assume that your factor applies cash
received from your customers to reduce advances.  If our
assumption
is true, you should reflect a financing cash outflow to reflect
the
repayment of a borrowing consistent with paragraph 20.b of SFAS 95
and an operating cash inflow to reflect receipt of cash as a
result
of collection or sales of receivables, the consideration for the
sale, consistent with paragraph 22.a of SFAS 95.  Please revise or
advise.

Item 10. Directors and Executive Officers of the Registrant, page
32

2. Please disclose the age of your directors and executive
officers.
Refer to Item 401 of Regulation S-K.

3. Please provide the disclosures required by Item 406 of
Regulation
S-K regarding your code of ethics.  If you have not adopted a code
of
ethics, disclose why you have not done so.

Item 11. Executive Compensation, page 32

4. Please disclose any arrangements, stating amounts, pursuant to
which your directors are compensated for any services provided as
a
director, including any additional amounts payable for committee
participation or special assignments.  Refer to Item 402(g) of
Regulation S-K.

5. Please provide the disclosures required by Items 402(j) and
402(k)
of Regulation S-K regarding the compensation committee of the
board
of directors.

Exhibit 31

6. We have reviewed your response to comment 9 in our letter dated
February 15, 2006.  As previously requested, please amend Form 10-
K
to revise your certification to replace references to "annual
report"
with "report."  You may refer to "annual report" in Item 1 of the
certification.

Form 10-Q for Fiscal Quarter Ended November 30, 2005

Notes to Condensed Consolidated Financial Statements, page 6

General

7. We have reviewed your response to comment 10 in our letter
dated
February 15, 2006.  As previously requested, please disclose the
estimated aggregated amortization expense for intangible assets
for
each of the five succeeding fiscal years.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 8

Results of Operations, page 9

Three Months Ended November 30, 2005 Compared to the Three Months
Ended November 30, 2004, page 9

8. We have reviewed your response to comment 13 in our letter
dated
February 15, 2006.  Please revise your disclosure to make clear
that
"shipping and warehousing expenses" do not include shipping
expenses.

Form 8-K/A Filed January 10, 2006

Unaudited Pro Forma Consolidated Financial Information

Pro Forma Consolidated Balance Sheets

9. We have reviewed your response to comment 17 in our letter
dated
February 15, 2006.  We note that you recorded a pro forma
adjustment
to eliminate the deferred income taxes recorded by Designer
Intimates, Inc. before its acquisition.  However, we also note
that
you did not record a pro forma adjustment to recognize deferred
income taxes for differences between the assigned values and the
tax
bases of the recognized assets acquired and liabilities assumed in
accordance with paragraph 30 of SFAS 109.  Please either confirm
to
us that there were no such deferred income taxes or revise.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please
file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Sarah Goldberg, Staff Accountant, at (202)
551-
3340 or me at (202) 551-3843 if you have questions regarding
comments
on the financial statements and related matters.
								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

??

??

??

??

Mr. Wyandt
Nitches, Inc.
March 21, 2006
Page 1 of 4

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

NITCHES ,inc
 10280 CAMINO SANTA FE, SAN DIEGO, CA  92121

March 7, 2006

Sarah Goldberg
 U. S. Securities and Exchange Commission
 Division Of Corporation Finance
 100 F Street, N.E., Mail Stop 3561
 Washington, D.C.   20549

Re:

Nitches,   Inc.

File No.   0-13851

Dear Sarah,

In connection with  responding to the comments regarding the filings of Nitches, I acknowledge that :

1.

Nitches is   responsible for the adequacy and accuracy of the disclosures in the filings;

2.

SEC staff   comments or changes to disclosures in response to SEC staff comments do not   foreclose the Commission from taking action with respect to the filings; and

3.

Nitches may   not assert SEC staff comments as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

Comment  1

The assignment of the receivables on a non-recourse basis constitutes a sale of a financial asset as defined in paragraph 9 of SFAS 140.  Then, under paragraph 11(b) of SFAS 140 the seller is to recognize all assets obtained and liabilities incurred in consideration as proceeds of the sale. Furthermore, I have reviewed FIN 39 and have confirmed with our factor, CIT, that in practice we have the right of offset, and that the netting of advances due to factor against receivables due from factor is consistent with the treatment by their other public client companies. A review of public filings identified Bernard Chaus, Inc., factored by CIT and Cygne Designs, Inc. factored by Milberg as using the same presentation. Further, however, it would also appear that SFAS 140 is not modified by FIN 39 as paragraph 7 of FIN 39 states that it does not modify SFAS’s.

Comment  2

The assignment of the receivables on a non-recourse basis constitutes a sale of a financial asset as defined in paragraph 9 of SFAS 140.  Then under paragraph 11(b) of SFAS 140 the seller is to recognize all assets obtained and liabilities incurred in consideration as proceeds of the sale. As proceeds of the sale the advances (liabilities incurred in consideration) satisfy the criteria of an operating cash flow as defined in paragraph 22(a) of SFAS 95. Designer Intimates, Inc has a factoring agreement with CIT that has all of the same features that Nitches’ agreement has. Therefore, Designer Intimates, Inc will have the same presentation as Nitches does based on SFAS 140 and SFAS 95 as sited in this paragraph and for the Comment 1 paragraph.

Comment  3

I have reviewed paragraph 48 of SFAS 109 and we have amended Income Taxes , page 26, to include a schedule disclosing the amount and expiration of our net operating loss carry forward.

Comment  4

I have reviewed Item 307 of Regulation S-K and in future filings I will refer to the disclosure controls and procedures defined in Exchange Act Rules 13a-15(e)  and 15d-15(e)  which I also have reviewed.

Comment  5

In future filings I will revise to state “as of the end of the period covered by the report.” I confirm that the evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures  for the Form 10-K for fiscal year ended August 31, 2005 and Form 10-Q for the fiscal quarter ended November 30, 2005 took place as of the end the period covered by the respective report. The evaluation is one of the steps in the accounting closing process for a period end.

Comment  6

In the future filings I will ensure that it is true and state that the controls and procedures were effective in  “ ensur[ing] that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” I confirm that for Form 10-K for fiscal year ended August 31, 2005 and Form 10-Q for the fiscal quarter ended November 30, 2005 my conclusion regarding effectiveness would not change had such statements been included in the filing.

2

Comment  7

I confirm that for Form 10-K for fiscal year ended August 31, 2005 and Form 10-Q for the fiscal quarter ended November 30, 2005 that we have had no change in internal control over financial reporting during the respective last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Comment  8

I have reviewed General Instruction G(3) to Form 10-K and we have amended Form 10K, Part III, to provide the required information.

Comment  9

We have amended Form 10-K, Exhibit 31, to revise paragraphs 4 a), 4 b), and 5 a) as required. We have not altered the language of the certifications required by Section 302 of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K.

Comment 10

We have amended the Form 10-Q for the Fiscal Quarter Ended November 30,2005 to include Note 10 to the Condensed Consolidated Financial Statements, Goodwill and Intangible Assets, as required by paragraph 45 of SFAS 142.

Comment 11

The allowance must be looked at as a percentage of total receivables, including non-recourse receivables.  The basis of the question is an analysis of the “allowance for customer credits and doubtful accounts” as a percentage of only “receivables assigned to factor with recourse” and “non-factored accounts receivable”.  However, the allowance includes substantial reserves for warehousing credits and other allowances to certain customers (see Critical Accounting Policies) for which accounts receivable have been assigned to the factor without recourse.  Although the factor assumes the risk of collectibility on these non-recourse receivables, customer credits and allowances remain the responsibility and cost of the company and get passed through from the factor.  When analyzed as a percent of total receivables, the allowance actually decreased from 6.1% to 4.1%.

Comment 12

We have revised our disclosure, Valuation of Goodwill, Long-Lived Assets and Intangible Assets, to describe our annual impairment tests.

3

Comment 13

Shipping and handling costs differ from shipping and warehousing expenses.  Shipping and handling costs refer primarily to freight-related charges billed by third parties (e.g. APL, Maersk, FedEx, UPS, Roadway) for the transportation of product from factories to the company’s warehouse and from the company to customers’ store locations or distribution centers.  Designer Intimates also includes shipping and handling in costs of goods sold. Shipping and warehousing expenses as reported in SG&A refer to those expenses incurred by the company for the operation of its warehouse, including wages, rent, equipment and utilities.   Designer Intimates also classifies these expenses in the same way.

Comment 14

We have amended Form 10Q, Exhibit 31.1, paragraph 4, to refer to the disclosure controls and procedures defined in Exchange Act Rules 13a-15(e)  and 15d-15(e) and  to revise paragraphs 4 a), 4 b), and 5 a) as required. We have replaced references to “quarterly report” and “annual report” with “report”. We have not altered the language of the certifications required by Section 302 of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K.

Comment 15

We have amended the 8-K to revise the $500,000 inflow to be classified as a cash inflow from financing activities.

Comment 16

Designer Intimates was incorporated on April 26, 2002, but it had no operations prior to it’s acquisition of NAP, Inc. on September 30, 2002.

Comment 17

We have revised the pro forma deferred income taxes to comply with paragraph 38 of SFAS 141.

Sincerely,

/s/ Steven   P. Wyandt

Steven P.   Wyandt

CEO &   CFO

4

          Differences between the statutory Federal income tax rate and the effective tax rate as a percentage of pre-tax income are as follows:

  Year ended   August 31,

2005

2004

2003

  Statutory rate

(36.0

)%

34.0

%

(34.0

)%

State income taxes, net of   Federal benefit

(5.8

)%

5.8

%

(5.8

)%

  State NOL limitation

0.0

%

0.0

%

2.0

%

(Gain)/loss on equity   investment

(0.1

)%

(0.5

)%

6.7

%

  Nondeductible entertainment expenses

0.0

%

0.2

%

0.0

%

Other items

(0.1

)%

0.5

%

0.6

%

Effective rate

(42.0

)%

40.0

%

(30.5

)%

COMMENT 3 AMENDMENT

          The amount and expiration dates of net operating loss carry forwards are as follows:

  Expiring   August 31,

2014

2015

2025

  Federal

$

—

$

—

$

1,644,978

State

520,039

1,146,187

END COMMENT 3 AMENDMENT

7.  Employee Benefit Plans

          The Company has a 401(k) Savings Plan, whereby employees may make investments in various independent funds and Company stock.  The Company may match employee contributions to this Plan on a discretionary basis or contribute on a profit sharing basis.  The Company made no matching or profit sharing contributions to this Plan in fiscal 2005, 2004, or 2003.

8.  Stock Options and Dividends

Stock Options

          No stock options were outstanding as of August 31, 2005, 2004 or 2003.  The Company does not have an active stock option plan.

Dividends

          During fiscal 2005 and 2004 the Company did not declare a dividend.  However, during fiscal 2003 the company declared and paid cash dividends of $0.30 per share.

9.  Leases

     The Company has lease commitments expiring at various dates through September 2006, principally for real property and equipment.  The aggregate minimum rental commitments for future years ending August 31 for all non-cancelable leases having initial or remaining terms of one or more years are as follows:

5

PART III

Item 10 - Directors and Executive Officers of the Registrant

COMMENT 8 AMENDMENT

          Mr. Steven Wyandt has been a director since 1989.  He has been CEO of the Company since 1987.  Mr. Wyandt was a director and Chairman of Body Drama, Inc. until August 31, 1998, which at the time was a wholly owned subsidiary of the Company but was merged into the Company as of that date.  Steven Wyandt is the father of Paul Wyandt, an officer and director of the Company.

          Mr. Paul Wyandt has been a director since 2001.  He has been President and COO since 2001.  He has been with the Company in the areas of finance, accounting, marketing and technology since 1997.  Prior to that, he was Vice President of Finance and Operations of CMS Technologies, a company that designed hardware and software for personal computer security.

          Mr. Price has been a director since 1973.  From 1973 until he retired in May 1987, Mr. Price was a Vice President of the Company with primary responsibilities in sales and administration.

          Mr. Sholtis is a seasoned retail executive with over 30 years of management experience with regional and national retailers including Belk Stores, McCraes, Sears, May Company and Allied Stores.  He is a current member of the Retail, Textile and Marketing Board of the University of North Carolina, Greensboro.

          Mr. Straub has served since 1975 as the president of Profit Management Consultants, a firm specializing in strategic planning, capital finance, and mergers & acquisitions.  He also teaches courses in finance and international business as an adjunct professor at Webster University.  Mr. Straub was previously a founder and executive team member of Fotomat Corporation, a retail film development company, from 1967-1975. Mr. Straub is Chairman of the Audit Committee and Financial Expert of the Audit Committee.

          Mr. Price, Mr. Sholtis and Mr. Straub are independent directors as defined in NASD Rule 4200.

Item 11 - Executive Compensation

          The following table shows the compensation provided to the Chief Executive Officer and each of the other most highly-compensated executive officers who served as such at the end of fiscal 2005 and whose annual compensation exceeds $100,000:

  Long Term   Compensation

  Annual   Compensation

Awards

Payouts

  Name/Title
   Year

Salary
   $

Bonus
   $

Other
   Annual
   Comp.
   $

Restricted
   Stock
   Awards
   $

Securities
   Underlying
   Options/
   SARs
   #

LTIP
   Payouts
   $

All
   Other
   Comp.

  Steven P.   Wyandt
   CEO & CFO
             2005
             2004
             2003

250,000
   250,000
   250,000

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

  Paul M.   Wyandt
   President & COO
             2005
             2004
             2003

160,000
   160,000
   160,000

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

—
   —
   —

6

There were no stock options outstanding or granted during fiscal year 2005.

          The Company extended an employment agreement with Steven P. Wyandt, effective September 1, 2001 through August 31, 2004.  Pursuant to this agreement, Mr. Wyandt serves as Chief Executive Officer and Chief Financial Officer of the Company.  The agreement provides for a base annual salary of $250,000, or a higher amount as the Board of Directors may approve.  In addition, Mr. Wyandt may receive a bonus at the discretion of the Board of Directors. No bonus was paid to Mr. Wyandt during fiscal 2003, 2004, or 2005.  The agreement continues on a month-to-month basis after August 31, 2004.

          The Company entered into an employment agreement with Paul M. Wyandt, effective September 1, 2001 through August 31, 2004.  Pursuant to this agreement, Mr. Wyandt serves as President and Chief Operating Officer of the Company.  The agreement provides for a base annual salary of $160,000, or a higher amount as the Board of Directors may approve.  In addition, Mr. Wyandt may receive a bonus at the discretion of the Board of Directors. No bonus was paid to Mr. Wyandt during fiscal 2003, 2004, or 2005.  The agreement continues on a month-to-month basis after August 31, 2004.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

          The following table sets forth, as of February 10, 2006, certain information with respect to the beneficial ownership of Common Stock by (a) each person known by the Company to be the beneficial owner of more than 5% of its outstanding Common Stock, (b) any of the Company’s directors and (c) all directors and officers as a group.  Except as noted below, to the best of the Company’s knowledge, each of such persons has sole voting and investment power with respect to the shares beneficially owned.

  Name and Address of Beneficial Owner (1)(2)

Number of
   Shares

Percent of   Class
   Outstanding

Steven P.   Wyandt (3)

1,298,349

32.0

%

  Eugene B.   Price II

69,417

1.7

%

All   directors and current officers as a group (5 persons)

1,367,766

33.7

%

Haresh T.   Tharani

450,000

11.1

%

  1400   Broadway, 33rd Floor

New York, NY   10018

(1)

Except as   otherwise indicated, the address of each beneficial owner is c/o Nitches,   Inc., 10280 Camino Santa Fe, San Diego, CA 92121.

(2)

Except as   otherwise indicated, the persons named in this table have sole voting and   investment power with respect to all shares of common stock listed.

(3)

A portion of   the shares of Steven P. Wyandt are owned indirectly in Trusts, the terms of   which establish sole voting power in Mr. Wyandt.

(4)

Includes   300,000 restricted shares (adjusted for the 200% stock dividend of January 3,   2006) Mr. Tharani received as a result of the Company’s acquisition of   Designer Intimates, Inc.

Item 13 - Certain Relationships and Related Transactions

          None.

END COMMENT 8 AMENDMENT

7

Exhibit 31

CERTIFICATIONS

COMMENT 9 AMENDMENT

I, Steven P. Wyandt, certify that:

1.  I have reviewed this annual report on Form 10-K of Nitches, Inc.;

2.  Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

 					February 15, 2006

Mr. Steven P. Wyandt
Chief Executive Officer and Chief Financial Officer
Nitches, Inc.
10280 Camino Santa Fe
San Diego, CA 92121

	Re:	Nitches, Inc.
		Form 10-K for Fiscal Year Ended August 31, 2005
      Filed December 15, 2005
      Form 10-Q for Fiscal Quarter Ended November 30, 2005
      Form 8-K/A Filed January 10, 2006
		File No. 0-13851

Dear Mr. Wyandt:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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 necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 overall disclosure in your
filings.
We look forward to working with you in these respects.  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 number
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended August 31, 2005

Consolidated Financial Statements, page 16

Consolidated Balance Sheets, page 19
1. Please explain your basis for netting advances due to factor
against receivables due from factor as disclosed in Note 5.
Ensure
your response addresses whether you have a right of setoff as
described in FIN 39.  In light of the fact that the advances are
collateralized by all of your assets, rather than just the
factored
receivables, we assume that legal right of offset does not exist.
Rule 5-02.19(2) of Regulation S-X requires separate balance sheet
presentation of amounts due to factors.  Please revise or advise.

Consolidated Statements of Cash Flows, page 22
2. Please tell us why you do not reflect advances received from
the
factor as a financing cash inflow given that the advances
represent
interest bearing obligations received in advance of the factor`s
collection from your end customer or expiration of the contractual
six-month waiting period after which the factor is required to
fund
your receivables.  The receipt of advances from the factor does
not
appear to satisfy any of the criteria of an operating cash flow as
defined in paragraph 22 of SFAS 95.  Rather, it appears that
advances
received from the factor satisfy paragraphs 18 and 19b of SFAS 95,
which require financing cash flow classification.  We assume that
your factor applies cash received from your customers to reduce
advances.  If our assumption is true, you should reflect a
financing
cash outflow to reflect the repayment of a borrowing consistent
with
paragraph 20b of SFAS 95 and an operating cash inflow to reflect
receipt of cash as a result of collection or sale of receivables
consistent with paragraph 22a of SFAS 95.  Please revise or
advise.
Ensure your response explains how your cash flow presentation for
advances from your factor and repayments of advances to your
factor
compares to the presentation used by Designer Intimates, Inc. and
explain any differences in presentation with reference to
authoritative literature.

Note 6 - Income Taxes, page 26
3. Please disclose the amount and expiration date of your net
operating loss carry forward.  See paragraph 48 of SFAS 109.

Item 9A. Controls and Procedures, page 32
4. In future filings, please refer to the disclosure controls and
procedures defined in Exchange Act Rules 13a-15(e) and 15d-15(e),
rather than the old location that you refer to now.  See Item 307
of
Regulation S-K.
5. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the date of this report."  However, Item
307
of Regulation S-K requires that your certifying officers disclose
their conclusions regarding the effectiveness of your disclosure
controls and procedures "as of the end of the period covered by
the
report."  In future filings, please revise accordingly.
Additionally, for Form 10-K for fiscal year ended August 31, 2005
and
Form 10-Q for fiscal quarter ended November 30, 2005, please
confirm
to us that your conclusion regarding effectiveness would not
change
had your disclosure been as of the end of the period covered by
the
report.
6. You state that your certifying officers concluded that your
disclosure controls and procedures were effective "in timely
alerting
of the material information required to be included in the
periodic
filings with the Securities and Exchange Commission and that the
information required to be disclosed in these filings is recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the Commission."  In future filings,
please
also state, if true, whether the same officers concluded the
controls
and procedures were effective in "ensur[ing] that information
required to be disclosed by an issuer in the reports that it files
or
submits under the Act is accumulated and communicated to the
issuer`s
management, including its principal executive and principal
financial
officers, or persons performing similar functions, as appropriate
to
allow timely decisions regarding required disclosure."  See
Exchange
Act Rule 13a-15(e).  Additionally, for Form 10-K for fiscal year
ended August 31, 2005 and Form 10-Q for fiscal quarter ended
November
30, 2005, please confirm to us that your conclusion regarding
effectiveness would not change had such statements been included
in
the filing.
7. For Form 10-K for fiscal year ended August 31, 2005 and Form
10-Q
for fiscal quarter ended November 30, 2005, please confirm to us,
if
true, that you had no change in internal control over financial
reporting during the last fiscal quarter that has materially
affected
or is reasonably likely to materially affect, your internal
control
over financial reporting.  Otherwise, please revise to include the
disclosures required by Item 308(c) of Regulation S-K.

Part III, page 32
8. Please amend Form 10-K to provide the information required by
Part
III of Form 10-K.  Although you disclose that this information is
incorporated by reference from your definitive proxy statement,
such
statement has not been filed with the Commission.  Refer to
General
Instruction G(3) to Form 10-K, which states that such statement
must
be filed no later than 120 days after the end of the fiscal year
covered by Form 10-K.

Exhibit 31
9. Please amend Form 10-K to revise your certification for the
following items:
* Revise paragraph 4 a) to include the omitted language: "or
caused
such disclosure controls and procedures to be designed under our
supervision."
* Revise paragraph 4 b) to include the omitted language: "or
caused
such internal control over financial reporting to be designed
under
our supervision."
* Revise paragraph 5 a) to include the verbatim language: "All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant`s ability to
record, process, summarize and report financial information;
and..."
* Replace references to "annual report" with "report."
Note that the language of the certifications required by Section
302
of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K should not
be
altered.

Form 10-Q for Fiscal Quarter Ended November 30, 2005

Notes to Condensed Consolidated Financial Statements, page 6

General
10. Please provide the goodwill and intangible asset disclosures
required by paragraph 45 of SFAS 142.  Note that such disclosures
are
required for each period for which a statement of financial
position
is presented.

Note 5 - Trade Accounts Receivable, page 6
11. Please explain to us why the "allowance for customer credits
and
doubtful accounts" increased significantly as a percentage of
"receivables assigned to factor with recourse" and "non-factored
accounts receivable" from August 31, 2005 to November 30, 2005.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 8

Critical Accounting Policies, page 8

Valuation of Goodwill, Long-Lived Assets and Intangible Assets,
page
9
12. Your disclosure suggests that you perform impairment tests
with
respect to goodwill and intangible assets not subject to
amortization
only when impairment indicators exist.  In accordance with
paragraphs
17 and 26 of SFAS 142, such assets should be tested for impairment
on
an annual basis and between annual tests in certain circumstances.
Please revise your disclosure to describe your annual impairment
tests.  If you do not perform tests on an annual basis, please
explain why not.

Results of Operations, page 9

Three Months Ended November 30, 2005 Compared to the Three Months
Ended November 30, 2004, page 9
13. You disclose in Note 2 on page 24 of your Form 10-K for the
year
ended August 31, 2005 that your policy is to include shipping and
handling costs in costs of goods sold.  The Designer Intimates,
Inc.
acquisition financial statements do not indicate a policy for
classification of shipping and handling costs.  On page 9 of your
Form 10-Q for the quarter ended November 30, 2005, you disclose
that
the consolidation of Designer Intimates, Inc. resulted in a
material
increase in selling, general and administrative expenses (SG&A).
You
attribute a significant portion of the increase in SG&A to
shipping
and warehousing expenses.  Your disclosure further suggests that
shipping and warehousing expenses were classified within SG&A
during
the quarter ended November 30, 2004, which is prior to your
acquisition of Designer Intimates, Inc.  Given your policy of
classifying shipping and handling costs within cost of goods sold,
tell us why shipping expenses were classified within SG&A during
2004
and 2005.  Please revise your filings to reflect shipping and
handling costs in costs of goods sold consistent with your policy.
Refer to paragraph 6 of EITF 00-10 for guidance.

Exhibit 31.1
14. Please amend Form 10-Q to revise your certification for the
following items:
* Revise paragraph 4 to refer to the disclosure controls and
procedures defined in Exchange Act Rules 13a-15(e) and 15d-15(e),
rather than the old location that you refer to now.
* Revise paragraph 4 a) to include the omitted language: "or
caused
such disclosure controls and procedures to be designed under our
supervision."
* Revise paragraph 5 a) to include the verbatim language: "All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant`s ability to
record, process, summarize and report financial information;
and..."
* Replace references to "quarterly report" with "report."
* Replace references to "annual report" with "report."
Note that the language of the certifications required by Section
302
of Sarbanes Oxley and Item 601(b)(31) of Regulation S-K should not
be
altered.

Form 8-K/A Filed January 10, 2006

Consolidated Financial Statements - August 31, 2005

Consolidated Statement of Cash Flows, page 5
15. Please explain why you classified the $500,000 capital
contribution as a cash inflow from investing activities.  We would
expect a capital contribution to be classified as a cash inflow
from
financing activities in accordance with paragraph 19 of SFAS 95.
Please revise or advise.

Consolidated Financial Report - August 31, 2003
16. With reference to Rule 3-05 of Regulation S-K, please explain
to
us why you provided financial statements for Designer Intimates,
Inc.
for the 11 months ended August 31, 2003 rather than the year ended
August 31, 2003.  In this regard it would be helpful to specify
the
date that Designer Intimates, Inc. was incorporated and whether it
was an operating company prior to its acquisition of Nap, Inc. on
September 30, 2002.

Unaudited Pro Forma Consolidated Financial Information

Pro Forma Consolidated Balance Sheets
17. Please revise pro forma deferred income taxes to comply with
paragraph 38 of SFAS 141.  Such guidance states that an acquiring
entity shall not recognize the deferred income taxes recorded by
an
acquired entity before its acquisition.  Rather, a deferred tax
liability or asset should be recognized for differences between
the
assigned values and the tax bases of the recognized assets
acquired
and liabilities assumed in accordance with paragraph 30 of SFAS
109.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
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 amendment 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 information required under the Securities
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3843
with any other questions.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

??

??

??

??

Mr. Wyandt
Nitches, Inc.
February 15, 2006
Page 1 of 7

</TEXT>
</DOCUMENT>