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
 John Morgan
FirstName  LastNameJohn Morgan
Nitches, Inc.
Comapany 10,
November   NameNitches,
               2022      Inc.
November
Page 2     10, 2022 Page 2
FirstName LastName
              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.
 John Morgan
FirstName  LastNameJohn Morgan
Nitches, Inc.
Comapany 10,
November   NameNitches,
               2022      Inc.
November
Page 3     10, 2022 Page 3
FirstName LastName
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
 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.



FirstName LastNameJohn Morgan                                 Sincerely,
Comapany NameNitches, Inc.
                                                              Division of
Corporation Finance
November 10, 2022 Page 4                                      Office of
Manufacturing
FirstName LastName