PART I - FINANCIAL INFORMATION
Item 1. Financial statements.
NITCHES, INC.
Condensed Consolidated Financial Statements
Balance Sheet
| Notes | As at May 31, 2023 | As at August 31, 2022 |
| ASSETS |
| Current Assets |
| Cash and cash equivalents | 2 | $ | 12,593 | $ | 71,392 |
| Deposits & prepayments | 34,000 |
| Inventory | 135,550 | 130,550 |
| Total Current Assets | 182,143 | 201,942 |
| Fixed assets |
| Property, plant & equipment | 5 | 8,649 | 8,649 |
| Accumulated depreciation | 5 | ( 2,880 ) | ( 720 ) |
| Software | 6 | 11,900 | 8,400 |
| Other intangible assets | 6 | 15,000 |
| Accumulated amortization | 6 | ( 2,625 ) | ( 840 ) |
| TOTAL ASSETS | $ | 212,187 | $ | 217,431 |
| LIABILITIES & STOCKHOLDERS’ EQUITY |
| Current Liabilities |
| Accrued expenses | $ | 4,320 | $ | 22,000 |
| Loans & notes payable, short-term or current, net of unamortized debt discount of $ 44,866 | 7 | 88,193 | - |
| Related party loans & notes payable, short-term or current | 11 | 1,036 | 12,000 |
| Derivative liability | 9 | 88,998 | - |
| TOTAL LIABILITIES | 182,547 | 34,000 |
| STOCKHOLDERS’ EQUITY |
| Preferred stock Series A: par value $ 0.001 , 1 authorized and 1 issued and outstanding at May 31, 2023 and August 31, 2022 | 8 | - | - |
| Common stock: par value $ 0.001 , 750,000,000 and 300,000,000 authorized and 326,759,644 and 56,759,644 issued and outstanding at May 31, 2023 and August 31, 2022, respectively | 8 | 326,759 | 56,759 |
| Additional Paid-In-Capital | 30,224,641 | 30,224,641 |
| Accumulated Deficit | ( 30,521,760 ) | ( 30,097,969 ) |
| TOTAL STOCKHOLDERS’ EQUITY | 29,640 | 183,431 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 212,187 | $ | 217,431 |

The accompanying notes are an integral part of these unaudited condensed financial statements.
1
NITCHES, INC.
Condensed Consolidated Financial Statements
Statement Of Operations
| Three Months Ended May 31, | Nine Months Ended May 31, |
| 2023 | 2022 | 2023 | 2022 |
| Revenues | $ | 834 | $ | 590 | $ | 3,841 | $ | 590 |
| Cost of goods sold | 5,351 | 353 | 14,178 | ( 3,647 ) |
| Gross profit | ( 4,517 ) | 237 | ( 10,337 ) | 4,237 |
| Operating expenses |
| Selling, general & administrative expenses | 209,489 | 82,509 | 350,924 | 687,669 |
| Depreciation & amortization | 1,314 | 360 | 3,945 | 360 |
| Total operating expenses | 210,803 | 82,869 | 354,869 | 688,029 |
| Loss from operations | ( 215,320 ) | ( 82,632 ) | ( 365,206 ) | ( 683,792 ) |
| Other income (expenses) |
| Financing costs | ( 455 ) | ( 540 ) | ( 1,265 ) | ( 1,170 ) |
| Loan interest accrued | ( 3,442 ) | ( 2,696 ) | ( 12,846 ) | ( 7,993 ) |
| Non-cash interest, convertible loan | ( 426,431 ) | 5,297 | ( 435,835 ) | - |
| Amortization of debt discount | ( 82,303 ) | - | ( 82,476 ) | - |
| Gain (loss) on revaluation of derivative liability | 473,837 | - | 473,837 | - |
| Loss before income taxes | $ | ( 254,114 ) | $ | ( 80,571 ) | $ | ( 423,791 ) | $ | ( 692,955 ) |
| Provision for income taxes | - | - | - | - |
| Net loss | $ | ( 254,114 ) | $ | ( 80,571 ) | $ | ( 423,791 ) | $ | ( 692,955 ) |
| Net loss per share | $ | ( 0.00 ) | $ | ( 0.00 ) | $ | ( 0.00 ) | $ | ( 0.00 ) |
| Weighted average shares outstanding | 191,759,644 | 135,459,644 | 124,259,644 | 179,559,644 |

The accompanying notes are an integral part of these unaudited condensed financial statements.
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| Preferred Stock | Common Stock |
| Shares | Value | Shares | Value | Additional Paid-In- Capital | Accumulated Surplus (Deficit) | Total |
| Balance, September 1, 2021 | - | $ | - | 105,659,644 | $ | 105,659 | $ | 28,954,341 | $ | ( 29,247,001 ) | $ | ( 187,001 ) |
| Preferred stock issued in exchange for common stock | 1 | - | - | - | - | - | - |
| Common stock issued on conversion of preferred stock | - | - | 100,000,000 | 100,000 | - | - | 100,000 |
| Common stock issued for services | - | 14,000,000 | 14,000 | 406,000 | - | 420,000 |
| Common stock issued for investment | - | ( 162,900,000 ) | ( 162,900 ) | 864,300 | - | 701,400 |
| Net loss, year ending August 31, 2022 | - | - | - | - | - | ( 850,968 ) | ( 850,968 ) |
| Balance, September 1, 2022 | 1 | - | 56,759,644 | 56,759 | 30,224,641 | ( 30,097,969 ) | 183,431 |
| Common stock issued for services | - | 200,000,000 | 200,000 | - | - | 200,000 |
| Common stock issued for investment | - | 70,000,000 | 70,000 | - | - | 70,000 |
| Net loss, nine months ended May 31, 2023 | - | - | - | - | - | ( 423,791 ) | ( 423,791 ) |
| Balance, May 31, 2023 | 1 | $ | - | 326,759,644 | $ | 326,759 | $ | 30,224,641 | $ | ( 30,521,760 ) | $ | 29,640 |

| Nine Months Ended May 31, |
| 2023 | 2022 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
| Net loss | $ | ( 423,791 ) | $ | ( 692,955 ) |
| Adjustments to reconcile net loss to net cash (used in) operating activities: |
| Stock issued for services | - | 520,000 |
| Depreciation and amortization | 3,945 | 360 |
| Amortization of debt discount | 82,476 | - |
| (Gain) loss on revaluation of derivative liability | ( 473,837 ) | - |
| Non-cash interest, convertible loan | 448,681 | - |
| Financing costs | 1,265 | 1,170 |
| Changes in operating assets and liabilities: |
| Other current assets | ( 34,000 ) | - |
| Inventory | ( 5,000 ) | ( 114,295 ) |
| Accounts payable and other current liabilities | ( 17,680 ) | ( 34,800 ) |
| NET CASH (USED IN) OPERATING ACTIVITIES | ( 417,941 ) | ( 320,520 ) |
| CASH FLOWS FROM INVESTING ACTIVITIES |
| Sale (purchase) of tangible assets | - | ( 8,400 ) |
| Sale (purchase) of intangible assets | ( 18,500 ) | ( 3,017 ) |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( 18,500 ) | ( 11,417 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES |
| Proceeds from issuance of equity | 270,000 | 425,400 |
| Proceeds from (repayment of) debt instruments | 132,717 | 10,993 |
| Related party loans | ( 10,964 ) | - |
| Financing costs | ( 14,111 ) | ( 1,170 ) |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 377,642 | 435,223 |
| NET INCREASE (DECREASE) IN CASH | ( 58,799 ) | 103,286 |
| Cash, beginning of period | 71,392 | 1,354 |
| Cash, end of period | $ | 12,593 | $ | 104,640 |
| May 31, 2023 |
| Raw materials | $ | - |
| Work in progress | 10,000 |
| Finished goods | 125,550 |
| Total | $ | 135,550 |
| May 31, 2023 | August 31, 2022 |
| Prepaid salary CEO | $ | 34,000 | $ | - |
| Total | $ | 34,000 | $ | - |
| Asset | Useful Life (years) | May 31, 2023 | August 31, 2022 |
| Property and equipment | 3 | $ | 8,649 | $ | 8,649 |
| Accumulated depreciation | ( 2,880 ) | ( 720 ) |
| Total | $ | 5,769 | $ | 7,929 |
| Asset | May 31, 2023 | August 31, 2022 |
| Nitches software app development | $ | 11,900 | $ | 8,400 |
| Tover Whiskey brand development | 15,000 | - |
| Accumulated depreciation | ( 2,625 ) | ( 840 ) |
| Total | $ | 24,275 | $ | 7,560 |
| Description | Principal Amount | Date of Loan Note | Maturity Date | May 31, 2023 | August 31, 2022 |
| Convertible loan note from World Market Ventures for 12 months, interest rate of 9%, convertible at 50% disc. to lowest price in past 30 days | 27,500 | 10/19/2022 | 7/19/2023 | 29,019 | - |
| Convertible loan note from CC Strategic Enterprises LLC for 12 months, interest rate of 9%, convertible at 50% disc. to lowest price in past 30 days | 27,500 | 10/19/2022 | 7/19/2023 | 29,019 | - |
| Convertible loan note from World Market Ventures for 12 months at interest rate of 12%, convertible at 50% disc. to lowest price in past 30 days | 22,000 | 12/21/2022 | 9/21/2023 | 23,164 | - |
| Convertible loan note from John Morgan for 12 months at interest rate of 12%, convertible at $0.0001 per share | 50,000 | 3/9/2023 | 9/5/2023 | 51,364 | - |
| Total | $ | 132,566 | $ | - |
| Long-term total | $ | - | $ | - |
| Short-term total | $ | 132,566 | $ | - |
| Loans and Notes Amortization | Amount Due |
| Due within 12 months | $ | 132,566 |
| Due within 24 months | - |
| Due within 36 months | - |
| Due within 48 months | - |
| Due after 48 months | - |
| Total | $ | 132,566 |
| Dividend yield | 0.00% |
| Volatility | 248.05% |
| Risk-free rate | 4.35% |
| Dividend yield | 0.00% |
| Volatility | 243.35% |
| Risk-free rate | 3.78% |
| Dividend yield | 0.00% |
| Volatility | 212.03% |
| Risk-free rate | 4.34% |
| Dividend yield | 0.00% |
| Volatility | 209.39% |
| Risk-free rate | 3.83% |
| May 31, 2023 | August 31, 2022 |
| Balance, beginning of period | $ | - | $ | - |
| Additions | 562,835 | - |
| Market-to-market at modification date | ( 473,837 ) | - |
| Reclassified to additional paid-in capital upon modification of term | - | - |
| Balance, May 31, 2023 | $ | 88,998 | $ | - |
| Net loss due to change in fair value for the period included in Statement of Operations | $ | 473,837 | $ | - |
| May 31, 2023 | August 31, 2022 |
| Statutory federal income tax rate | 21.00 % | 21.00 % |
| Statutory state income tax rate | 0.00 % | 0.00 % |
| Valuation allowance | ( 21.00 %) | ( 21.00 %) |
| Effective tax rate | 0.00 % | 0.00 % |
| Deferred Tax Assets (Gross Values) | May 31, 2023 | August 31, 2022 |
| Net operating loss carryforward | $ | ( 25,432,762 ) | $ | ( 25,097,969 ) |
| Less: Valuation allowance | 25,432,762 | 25,097,969 |
| Net deferred asset | $ | - | $ | - |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this quartlery report. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors. Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements.
Overview
The Company was founded originally as a California corporation as a wholesale importer and distributor of clothing, home décor and tabletop products manufactured to our specifications and distributed in the United States under our brand labels and retailer-owned private labels. The Company moved jurisdiction to Nevada in 2008.
On November 5, 2020, International Ventures Society, LLC, a Nevada limited liability company, was appointed custodian of the Company pursuant to an Order of District Court of Clark County, Nevada. On November 6, the Company adopted amended Articles of Incorporation, which created the 2020 Series A Preferred Stock, with one share authorized. This one share effectively controls the Company by representing no less than 60% of all combined votes of Common and Preferred Stock at any time, and was issued to International Ventures Society LLC on the same day.
On December 16, 2020, International Ventures Society, LLC sold the one outstanding share of 2020 Series A Preferred Stock to Accelerate Global Market Solutions, a change of control transactions that resulted in John Morgan becoming CEO.
Although the Company does not continue any of its previous operations, the Company again is in the business of wholesale manufactured goods; our business plan is to partner with global manufacturers of high margin household, lifestyle, and travel & leisure goods, white label their products under our “Nitches” and market them using a stable of social media influencers.
Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the Company ended May 31, 2023. The balance sheet as of May 31, 2023 has been derived from the unaudited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the Company’s financial statements and notes thereto. The notes to the unaudited condensed consolidated financial statements are presented on a continuing basis unless otherwise noted.
Summary of Results
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Revenue is recognized when all of the following elements are satisfied: (i) there are no uncertainties regarding customer acceptance; (ii) there is persuasive evidence that an agreement exists; (iii) delivery has occurred; (iv) legal title to the products has transferred to the customer; (v) the sales price is fixed or determinable; and (vi) collectability is reasonably assured. At this time the company is in a reorganization phase and has minimal to no revenue.
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Fair Value of Financial Instruments
The Company’s financial instruments consist mainly of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued expenses, derivative liabilities, and loans payable. The carrying values of the financial instruments approximate their fair value due to the short-term nature of these instruments. The fair values of the loans payable have interest rates that approximate market rates.
Derivative Instruments
The Company does not enter into derivative contracts for purposes of risk management or speculation. However, from time to time, the Company enters into contracts, namely convertible notes payable, that are not considered derivative financial instruments in their entirety, but that include embedded derivative features.
In accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 815-15, Embedded Derivatives, and guidance provided by the SEC Staff, the Company accounts for these embedded features as a derivative liability or equity at fair value.
The recognition of the fair value of the derivative instrument at the date of issuance is applied first to the debt proceeds. The excess fair value, if any, over the proceeds from a debt instrument, is recognized immediately in the statement of operations as interest expense. The value of derivatives associated with a debt instrument is recognized at inception as a discount to the debt instrument and amortized to interest expense over the life of the debt instrument. A determination is made upon settlement, exchange, or modification of the debt instruments to determine if a gain or loss on the extinguishment has been incurred based on the terms of the settlement, exchange, or modification and on the value allocated to the debt instrument at such date.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost and consist of bank deposits. The carrying amount of cash and cash equivalents approximates fair value.
Accounts Receivable and Allowance for Doubtful Accounts
The Company will bill its customers after its products are shipped. The Company bases its allowance for doubtful accounts on estimates of the creditworthiness of customers, analysis of delinquent accounts, payment histories of its customers and judgment with respect to the current economic conditions. The Company generally does not require collateral. The Company believes the allowances are sufficient to cover uncollectible accounts. The Company reviews its accounts receivable aging on a regular basis for past due accounts, and writes off any uncollectible amounts against the allowance.
Inventory
On May 31, 2023, the Company held $135,550 in inventory.
Inventory is stated at the lower of cost or market. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when required.
Property and Equipment
None at present.
Property and equipment is recorded at cost less accumulated depreciation. Replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows:
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Impairment of Long-Lived Assets
None at present.
Long-lived assets are reviewed for impairment when events or changes in circumstances indicate the book value of the assets may not be recoverable. In accordance with Accounting Standards Codification (“ASC”) 360-10-35-15 Impairment or Disposal of Long-Lived Assets, recoverability is measured by comparing the book value of the asset to the future net undiscounted cash flows expected to be generated by the asset.
No events or changes in circumstances have been identified which would impact the recoverability of the Company’s long- lived assets reported at May 31, 2023.
Current Plan of Operations
Our plan of operations is to shift into a diversified holding company of various Lifestyle brands with growth oriented development can trajectory that can take advantage of our dedicated specialized media marketing operations to grow their sales and distribution. We expect to incur substantial expenditures in the foreseeable future for the development and sales and marketing of our Lifestyle brands and ongoing internal research and development. At this time, we cannot reliably estimate the nature, timing or aggregate amount of such costs. We intend to continue to build our corporate and operational infrastructure and to build interest in our product and service offerings and as such are unable to project those costs at this time.
As noted above, the pivot to this plan of operations requires us to raise significant additional capital immediately. If we are successful in raising capital through the sale of shares offered for sale in this Offering Circular we believe that the Company will have sufficient cash resources to fund its plan of operations for the next twelve months.
We continually evaluate our plan of operations discussed above to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations. The inability to secure additional capital would have a material adverse effect on us, including the possibility that we would have to sell or forego a portion or all of our assets or cease operations. If we discontinue our operations, we will not have sufficient funds to pay any amounts to our stockholders.
Even if we raise additional capital in the near future, if our operating business segments fail to achieve anticipated financial results, our ability to raise additional capital in the future to fund our operating business segments would likely be seriously impaired. If in the future we are not able to demonstrate favorable financial results or projections from our operating business segments, we will not be able to raise the capital we need to continue our then current business operations and business activities, and we will likely not have sufficient liquidity or cash resources to continue operating.
Because our working capital requirements depend upon numerous factors there can be no assurance that our current cash resources will be sufficient to fund our operations. At present, we have no committed external sources of capital, and do not expect any significant product revenues for the foreseeable future. Thus, we will require immediate additional financing to fund future operations. There can be no assurance, however, that we will be able to obtain funds on acceptable terms, if at all.
Company Growth Strategy
Our long-term strategy is focused on four priorities: expanding and diversifying our revenues from sales of our own brands of Lifestyles; improving our sales and marketing effectiveness of our media operations through analysis of our marketing data grow sales of our branded Lifestyles faster; disciplined acquisition of upstart Lifestyle brands; developing a stream of revenue from providing our sales and marketing services to third party brands.
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Credit Facilities
As of May 31, 2023, the Company had loans or notes payable and other accrued expenses of $93,549. Other than the foregoing, and to vendors and service providers in the ordinary course of our business, we do not have any other credit facilities or other access to bank credit.
Off-Balance Sheet Arrangements
The Company does not have any derivative financial instrument or other off-balance sheet arrangements.
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Litigation
From time to time, we may become the subject of litigation that is incurred in the ordinary course of its business. However, to date, we have not been made aware of any actual, pending or threatened litigation against the Company.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation under the supervision and with the participation of management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2023, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed below.
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Internal Control Over Financial Reporting
Evaluation of Disclosure Controls and Procedures
Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer of the Company concluded that the Company’s disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q were not effective for the following reasons:
a)The Company has limited segregation of duties amongst its employees with respect to the Company’s control activities. This deficiency is the result of the Company’s limited number of employees. This deficiency may affect management’s ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.
b)The Company’s has a limited number of external board members. This deficiency may give the impression to the investors that the board is not independent from management. Management and the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the composition of the Board of Directors.
Changes in Internal Control over Financial Reporting.
Management of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q and determined that there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings.
Item 1A. Risk Factors.
There have been no material changes to the Risk Factors disclosed in our Form 10-12G/A filed on May 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following sales were made under a Reg A filing exemption:
On March 14, 2023, the Company issued 13,000,000 shares of Common Stock to an investor for investment of $13,000, or $.001 per share.
On March 27, 2023, the Company issued 12,000,000 shares of Common Stock to an investor for investment of $12,000, or $.001 per share.
On April 3, 2023, the Company issued 14,000,000 shares of Common Stock to an investor for investment of $14,000, or $.001 per share.
On May 5, 2023, the Company issued 15,000,000 shares of Common Stock to an investor for investment of $15,000, or $.001 per share.
On May 26, 2023, the Company issued 16,000,000 shares of Common Stock to an investor for investment of $16,000, or $.001 per share.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The following exhibits are included as part of this report by reference:
| Exhibit |
| Number | Exhibit Description |
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
| 32.2 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on July 13, 2023.
| NITCHES, INC. |
| By: | /s/ John Morgan |
| Name: | John Morgan |
| Title: | Principal Executive Officer and Principal Financial Officer |

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Question: What is the percentage change in the net loss per share from the year nine months ended 2022 to the year nine months ended 2023, in percentages?

Solution:
def solution():
     #Define variables name and value

    net_loss_2022 = -80_571  # Net loss for nine months ended in 2022
    net_loss_2023 = -423_791  # Net loss for nine months ended in 2023

    no_of_shares_2022 = 179_559_644  # Weighted average shares outstanding for nine months ended in 2022
    no_of_shares_2023 = 124_259_644  # Weighted average shares outstanding for nine months ended in 2023

    #Do math calculation to get the answer
    net_loss_per_share_2022 = net_loss_2022 / no_of_shares_2022
    net_loss_per_share_2023 = net_loss_2023 / no_of_shares_2023
    percentage_change = ((net_loss_per_share_2023 - net_loss_per_share_2022) / abs(net_loss_per_share_2022)) * 100
    answer = percentage_change
    return answer


Answer: -660.0665258795602