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
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Comapany28,
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               2022     Inc/
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         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
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Nitches Inc/LastNameJohn Morgan
Comapany28,
December    NameNitches
               2022     Inc/
December
Page 3    28, 2022 Page 3
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              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.
 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.



FirstName LastNameJohn Morgan                             Sincerely,
Comapany NameNitches Inc/
                                                          Division of
Corporation Finance
December 28, 2022 Page 4                                  Office of
Manufacturing
FirstName LastName