Item 3.02 Unregistered Sales of Equity Securities.

     As previously announced on the Form 8-K filed on April 25, 2007, Nitches, Inc., a California corporation ("we," "our" or "us"), entered into a stock purchase agreement with Sojitz Corporation, a Japanese corporation, pursuant to which we agreed to sell to Sojitz, and Sojitz agreed to purchase from us $1.5 million of our common stock in a closing that was to occur on or before May 31, 2007. Such closing occurred on April 27, 2007, and we issued 406,137 shares of our common stock to Sojitz in exchange for $1.5 million. Such issuance, as previously disclosed in the Form 8-K we filed on April 25, 2007, was exempt from the registration requirements under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, because the transaction did not involve a public offering.

     Also as previously announced on the Form 8-K filed on April 25, 2007, under the terms of the stock purchase agreement, we also agreed to file, at our expense, no later than five days following the closing date, a registration statement with the U.S. Securities and Exchange Commission to register Sojitz's resale of the 406,137 shares of our common stock. We filed such registration statement on May 1, 2007.