NITCHES Pivots to Influencer Merch, Dumps Metaverse Amid Low Sales

TL;DR

**NITCHES is a highly speculative micro-cap stock making a desperate pivot to influencer merchandise after abandoning its costly Metaverse dreams, and investors should steer clear until actual sales materialize.**

AI Summary

NITCHES INC. (NICH) reported a strategic pivot in its business model, moving away from its Metaverse and NFT initiatives due to prohibitive development costs and uncertain monetization, as announced on November 25, 2022. The company is now focused on wholesale manufactured goods, white-labeling products for social media influencers across household, lifestyle, travel & leisure, and sports categories. NICH launched its Nitches OVS mobile app in March 2022 to verify authenticity of luxury products using NFTs on the Polygon blockchain, aiming to combat counterfeiting. The company also expanded into the liquor industry with the Tover' brand whiskey in March 2023 and partnered with Alamo Distillery in February 2024. Despite these strategic shifts, the filing indicates that sales have just begun, with only a dozen or so items sold from its initial athleisure clothing line. The company executed a 1-for-60,000 reverse stock split on June 10, 2024, and as of September 15, 2025, had 336,821,595 shares outstanding with a non-affiliate market value of $569,280.

Why It Matters

NITCHES' strategic pivot from speculative Metaverse ventures to a more tangible influencer-driven merchandise model could offer a clearer path to revenue, but initial sales are minimal, indicating significant execution risk. For investors, the 1-for-60,000 reverse stock split and low market value of $569,280 signal a highly speculative micro-cap investment. Employees and customers might see more stable product lines, but the company's ability to scale beyond 'a dozen or so items' sold remains unproven. In a competitive e-commerce landscape, NITCHES' reliance on social media partners for marketing, while cost-effective, faces challenges in achieving significant market penetration against established brands.

Risk Assessment

Risk Level: high — The risk level is high due to the company's early stage of its new business model, evidenced by 'sales have just begun so far only selling a dozen or so items' from its initial product lines. The 1-for-60,000 reverse stock split on June 10, 2024, often indicates a company struggling to maintain its stock price and attract investors. Furthermore, the aggregate market value of voting stock held by non-affiliates was only $569,280 as of the last business day of the most recently completed second fiscal quarter, highlighting its micro-cap status and potential for extreme volatility.

Analyst Insight

Investors should exercise extreme caution and consider NITCHES INC. a highly speculative investment. Wait for concrete evidence of sustained revenue growth and profitability from its new influencer-driven merchandise strategy before considering any position. The current low sales figures and recent reverse stock split suggest significant operational and financial challenges.

Key Numbers

• $569,280 — Aggregate market value of voting stock held by non-affiliates (Indicates micro-cap status and low market capitalization.)
• 336,821,595 — Issued and outstanding shares of common stock (As of September 15, 2025, after a reverse stock split.)
• 1 for 60,000 — Reverse stock split ratio (Effectuated on June 10, 2024, to consolidate shares.)
• 60% — Voting control of 2020 Series A Preferred Stock (Minimum combined votes held by the single share of preferred stock.)
• 20% — Estimated percentage of fake fashion products on social media (According to Ghost Data, highlighting the market need for OVS.)

Key Players & Entities

• NITCHES INC. (company) — registrant
• International Ventures Society, LLC (company) — custodian and initial holder of 2020 Series A Preferred Stock
• Accelerate Global Market Solutions (company) — purchaser of 2020 Series A Preferred Stock
• John Morgan (person) — CEO after change of control
• Steve Calhoun (person) — legendary football coach, social media partner
• Nick Cooper (person) — superstar vocal coach, social media partner
• John Lewis (person) — vegan influencer, social media partner, 'The Badass Vegan'
• Voodoo Fe (person) — world-famous artist, social media partner
• Nikola Cvetkovic (person) — advisory board member, renowned for work at Flaviar.com
• Li Kam Hung (person) — advisory board member overseeing Asian business

FAQ

Risk Factors

• Reverse Stock Split and Dilution Concerns [high — financial]: The company executed a 1-for-60,000 reverse stock split on June 10, 2024. This action, combined with a large number of outstanding shares (336,821,595 as of September 15, 2025), suggests a history of significant dilution and potential for further dilution, which can negatively impact shareholder value.
• Dependence on New Business Initiatives [high — operational]: Nitches Inc. has pivoted from Metaverse and NFT initiatives to wholesale manufactured goods and white-labeling. The company has only recently begun sales, with a dozen items sold from its initial athleisure line. Success is heavily dependent on the adoption and profitability of these new ventures, including the Tover' brand whiskey.
• Uncertainty in New Market Penetration [medium — market]: The company is expanding into the liquor industry with the Tover' brand whiskey and partnering with Alamo Distillery. Penetrating the competitive spirits market requires significant marketing, distribution, and brand building, with uncertain outcomes.
• Reliance on Third-Party Influencers and Brands [medium — operational]: The company's strategy involves white-labeling products for social media influencers and collaborating with artists and personalities. This reliance introduces risks related to the influencers' reputation, marketability, and the success of collaborative collections.
• Counterfeiting Market and OVS Adoption [medium — market]: The Nitches OVS app aims to combat counterfeiting, with an estimated 20% of fashion products on social media being fake. The success of OVS depends on widespread adoption by consumers and brands, which is not guaranteed.
• Low Market Capitalization and Micro-Cap Status [high — financial]: As of September 15, 2025, the aggregate market value of voting stock held by non-affiliates was $569,280. This extremely low market capitalization indicates micro-cap status, which often correlates with higher volatility and liquidity risks.
• Evolving NFT and Blockchain Regulations [low — regulatory]: While the company has pivoted away from NFTs, its past involvement and the Nitches OVS app's use of blockchain technology expose it to potential future regulatory changes in the digital asset space. The regulatory landscape for NFTs and blockchain is still developing and could impact future business models.
• Past Business Model Failures [medium — operational]: The company previously invested in Metaverse and NFT initiatives but ceased involvement due to prohibitive development costs and uncertain monetization. This history indicates a potential for misjudging market viability and execution challenges.

Industry Context

Nitches Inc. is operating in the highly competitive wholesale manufactured goods and white-labeling space, targeting lifestyle, household, travel, and sports categories. The company is also attempting to enter the spirits industry with its 'Tover' brand whiskey. The market for luxury goods authentication, addressed by its OVS app, is significant due to widespread counterfeiting, estimated at 20% of fashion products on social media.

Regulatory Implications

The company's past involvement with NFTs and its current use of blockchain technology for product verification (OVS app) expose it to evolving regulatory landscapes concerning digital assets and cryptocurrencies. While the company has pivoted, any future expansion into or reliance on these technologies could be impacted by new regulations.

What Investors Should Do

1. Monitor sales performance of new product lines.
2. Evaluate the success of the 'Tover' brand whiskey launch.
3. Assess adoption rates and effectiveness of the Nitches OVS app.
4. Observe any further share consolidation or dilution events.
5. Consider the company's micro-cap status and associated risks.

Key Dates

• 2024-06-10: Executed a 1-for-60,000 reverse stock split. — This action was taken to consolidate the company's outstanding shares, likely to meet exchange listing requirements or improve the per-share price, but can signal underlying financial distress or a lack of investor confidence.
• 2023-03-22: Announced expansion into the liquor industry with the 'Tover' brand whiskey. — Represents a significant diversification strategy into a new, competitive market, aiming to leverage lifestyle branding.
• 2022-11-25: Announced cessation of Metaverse project involvement. — Indicates a strategic pivot away from high-cost, uncertain ventures towards more immediate revenue-generating opportunities in physical goods.
• 2022-03: Launched the Nitches OVS mobile app. — Introduced a technology solution to verify luxury product authenticity using NFTs on the Polygon blockchain, addressing the issue of counterfeiting.
• 2020-11-06: Amended Articles of Incorporation creating 2020 Series A Preferred Stock. — This single share of preferred stock grants at least 60% voting control, fundamentally altering the company's governance structure and control.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (Nitches Inc. executed a 1-for-60,000 reverse stock split on June 10, 2024, significantly reducing the share count and increasing the per-share price, often done to meet exchange listing requirements or appear more substantial.)

White-labeling

A business model where a company manufactures a product that is then branded and sold by another company under their own name. (Nitches Inc. is now focused on white-labeling products for social media influencers, meaning they produce goods that influencers will market and sell as their own brands.)

NFT (Non-Fungible Token)

A unique digital asset that represents ownership of a specific item or piece of content, recorded on a blockchain. (Nitches Inc. previously focused on NFT initiatives and uses NFTs on the Polygon blockchain for its OVS app to verify product authenticity, though it has pivoted away from extensive NFT development.)

Polygon Blockchain

A scalable blockchain solution designed to support the growth of decentralized applications and smart contracts, often used for NFTs and DeFi. (The Nitches OVS app utilizes the Polygon blockchain for its NFT-based product verification system.)

Aggregate market value of voting stock held by non-affiliates

The total market value of a company's common stock held by shareholders who are not company insiders (officers, directors, or major shareholders). (This metric for Nitches Inc. was $569,280 as of September 15, 2025, indicating its status as a micro-cap company with a very low market capitalization.)

2020 Series A Preferred Stock

A class of preferred stock created in 2020, with a single authorized share that holds significant voting power. (This preferred stock represents at least 60% of the combined voting power of all classes of stock, giving its holder substantial control over the company.)

Micro-cap

A classification for companies with a very small market capitalization, typically between $50 million and $300 million, though often used more broadly for companies below this range. (With an aggregate market value of $569,280 for non-affiliate shares, Nitches Inc. clearly falls into the micro-cap category, implying higher risk and volatility.)

Athleisure

A style of clothing that combines athletic wear with casual wear, designed for comfort and versatility. (Nitches Inc. launched an initial athleisure clothing line as part of its new business focus, with limited sales reported so far.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text. The filing focuses on the current state and recent strategic shifts, including a pivot away from Metaverse/NFTs and the launch of new product lines and the Tover' whiskey brand. The significant reverse stock split on June 10, 2024, is a notable event that would impact share count and per-share metrics compared to prior periods.

Key Financial Figures

• $0.60 — case, changed the conversion terms from $0.60 per share* to a 50% discount to the low

Filing Documents

• nich-20240831_10k.htm (10-K) — 1295KB
• nich_ex311.htm (EX-31) — 8KB
• nich_ex321.htm (EX-32) — 5KB
• 0000772263-25-000003.txt ( ) — 6363KB
• nich-20240831_cal.xml (EX-101.CAL) — 29KB
• nich-20240831_def.xml (EX-101.DEF) — 140KB
• nich-20240831_lab.xml (EX-101.LAB) — 243KB
• nich-20240831_pre.xml (EX-101.PRE) — 248KB
• nich-20240831.xsd (EX-101.SCH) — 66KB
• nich-20240831_10k_htm.xml (XML) — 1297KB

BUSINESS

ITEM 1. BUSINESS 1

RISK FACTORS

ITEM 1A. RISK FACTORS 6

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 6

CYBERSECURITY

ITEM 1C. CYBERSECURITY 7

PROPERTIES

ITEM 2. PROPERTIES 7

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 7

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 8 PART II 9

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 9

[RESERVED]

ITEM 6. [RESERVED] 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 18

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 18

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 19

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 19

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 20

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 20 PART III 21

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 21

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 22

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 22

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 22

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 23

SIGNATURES

SIGNATURES 24 iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, with the accompanying Financial Statements and Notes to Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management's existing beliefs about present and future events outside of management's control and on assumptions that may prove to be incorrect. Words such as "expects", "intends", "anticipates", "believes", "estimates", "assumes", "projects" and similar expressions are intended to identify such forward-looking statements. You should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this Annual Report on Form 10-K, including those described under "Risk Factors". These statements are based on information currently available, and we undertake no obligation to update any forward-looking statement as circumstances change. When this report uses the words "we," "us," "our," "Nitches", or the "Company," they refer to Nitches, Inc. iv PART I

BUSINESS

ITEM 1. BUSINESS Company Overview and Plan of Operation The Company was founded with the name, Beeba's Creations, Inc., originally as a California corporation and was a wholesale importer and distributor of clothing, home decor and tabletop products it manufactured under its own specifications and distributed in the United States under its own brand labels and other retailer-owned private labels. It changed its name to Nitches, Inc. in 1995 and 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 transaction that resulted in John Morgan becoming CEO and launching the Company's new business plan. Since February 2022, the Company has announced the completion and launch of its Nitches OVS mobile app, which can be used to prove ownership of the Company's luxury products, apparel and streetwear clothing items, as well as clothing collections in collaboration with legendary football coach Steve Calhoun; superstar vocal coach Nick Cooper; vegan influencer John Lewis; and world-famous artist Voodoo Fe with a collection to honor the legendary Miles Davis. In addition, the Company has announced an NFT campaign to focus on inclusivity and the development of its own exclusive clothing line to promote mental well-being. On April 5, 2022, the Company

View Full Filing

View this 10-K filing on SEC EDGAR