BAY: Brittany Bay Resorts

Lush Landscapes for Luxurious Living

Total shares: 2,000,000

Prospectus

Company Tagline

Lush Landscapes for Luxurious Living

CEO's Real Life Name

Don Roudebush (SL: Bogart Beck)

CEO's Real Life Location

Sacramento, CA USA

Board of Directors

The BAY Board of Directors shall be comprised of, at minimum, three (3) persons, nominated annually, with each person to serve a one year term to run concurrent with the BAY Fiscal Year (Jan. 1 - Dec. 31).

Note: BAY commenced trading as a public company on 08/01/2008 and thus will operate on a pro-rated term basis through 12/31/2008. A full-term BOD will be nominated and ratified for Fiscal Year 2009 and thereafter at the annual BAY Shareholders meeting as specified below.

At minimum, One (1) Board Member shall be a bona fide INDEPENDENT OUTSIDE DIRECTOR.
(ie; having no direct responsibility for the day-to-day operation of BAY).

BAY Annual Shareholder Meeting, typically convened in early December of each year, or, at any other time as may be deemed appropriate and necessary by the Board of Directors at its sole discretion.

At formation, the Board of Directors is as follows;

Chairman of the Board:
Bogart Beck, Founder

Chief Executive Officer and Boardmember:
Kaffe McMahon

Outside Directors:
Yanik Lytton, SL Entrepreneur

Cash on hand

1

Land owned

65535

Tangible Assets

1.00

Monthly Expenses

81125

Still Keeping it REAL...

Foremost, thank you for taking an interest in the SL Capital Markets, and specifically for investigating the latesest Beck entity - Brittany Bay Resorts (SL CapEx: BAY).

Investment in SL-based businesses can be a very FUN and EDUCATIONAL endeavor. The SL Economic Model has proven itself to be a realistic and resilient engine for many of us that spend considerable time here. Some are even able to derive real-world income from entrepreneurial pursuits within this fascinating environment.

Please accept the following broad caution as my personal gesture of goodwill to you - a potential friend and perhaps an investment partner;

(a) it's NOT easy - success here requires integrity, hard work, due diligence, and boundless determination.

(b) it's NOT risk-free - just like real-life, there are both winners and losers in this complex simulation.

Please, don't put at risk in your Second Life(tm) anything you can't afford to lose in your First Life (real), whether that's money, relationships, quality of life or any other RL metric.

AXIOM: (SL < RL) ALWAYS.

Regardless, I sincerely wish you good fortune in whatever compels you here.

Bogart Beck
BAY Founder

Business Overview

Brittany Bay Resorts (SL CapEx: BAY) is a publicly-traded SIM Development and Property Management entity operating exclusively within the Second Life(tm) Ecosystem.

The Brittany Bay Resort is a mixed-use, Master-Planned Residential and Commercial/Retail SIM located on the Western Shoreline of the Barbary Coast Estates confederation of Nestler, Beck and Lytton.

The (BAY) SIM offers attractive, high-quality pre-fabricated housing and storefronts with generous PRIM allowances and convenient access to adjacent properties via tree-lined walkways and waterways.

The (BAY) Covenant philosophy is quite simple - NO STRESS, NO HASSLES, NO PROBLEMS!

Ours is a quiet Estate where you can leave the standard fare SL DRAMA behind and just relax and enjoy good company, beautiful beachfronts and sensational SL sunsets.

Looking for fine SL living and worry-free Estate Management policies? Check us out first - you won't be disappointed!

Business Strategy

MODIFIED REPRINT: Beck Technical Research (BTR) Board Approves SPIN-OUT Resolution - 07/08/2008

You may review the Full Board Resolution in the SL CapEx Forums at the following URL

http://www.slcapex.com/home/story/BTR/1811

To our Shareholders and other interested parties,

I've mentioned recently in the BTR Financial Statements for both May and June 2008 that the Board of Directors of BTR has been considering various structural options for moving BTR forward and unlocking Asset value for our shareholders.

To that end I am pleased to report this morning that the BTR Board of Directors have unanimously APPROVED a Resolution to "spin out" our recent SIM Development effort (BIG Estate) into its own publicly-traded entity.

07/31/2008 NOTE: BIG Estate to be RENAMED Brittany Bay Resort immediately effective at completion of the BTR REVERSE-MERGER.

As we have done previously with BBX:BIG/BTR, this transaction has been proposed as a technical Reverse-Merger of BTR wherein the asset base of BTR is to be seperated into two seperate asset classes with such assets being divided into two NEW surviving entities whose COMBINED VALUE EQUALS the current BTR Asset valuation. I, and the Board of Directors are confident that the resulting corporate structure would be poised to perform BETTER in the SL Capital Markets than BTR would likely accomplish on its own.

This specific strategy is consistent with the objectives that were outlined in the BTR Prospectus and Strategic Plan articulated when the BBX:BIG/BTR split was consumated at year end. Folks that may be interested in BTR's strategies can find them at the following URL

http://www.slcapex.com/symbol/BTR/profile

BIG Estate (now Brittany Bay Resort) has been successfully incubated and is now fully-baked and is finally ready to stand on its own with its own Brand Identity and Management Team!

As such, I am VERY pleased to announce that BTR's Board has nominated Ms. Kaffe McMahon to serve as Chief Executive Officer of the NEW Entity. Ms. McMahon is a well-respected SL innovator with a quantifiable track record of successful Estate Management and SL Event Marketing - attributes that are critical to the success of any SIM Operation. Ms. McMahon will formally join our team immediately upon completion of the Reverse-Merger - tentatively scheduled to close by July Month-End.

In the interim Kaffe is working with us on a contract consultative basis to make certain that we enter the market with momentum and all oars in the water.

I am also VERY pleased to announce that Ms. Yanik Lytton has been nominated to serve as the NEW entity's inaugural Independent Director. At present Ms. Lytton serves on the Board of Directors of Nestler Investment Corp. (NIC) and Dreamcities.net (DCTY). It is indeed no accident that I chose to locate our SIM within the same Estate that both NIC's and DCTY's SIMS are located.

Ms. Lyttons input regarding Estate continuity and operational oversight will be invaluable assets to us as we move forward.

Business Strengths

Clearly our greatest Strength is the PEOPLE who have either engaged with us as Board Members, as our Investors or as part of the talent pool. It equally takes all three to form, fund and finish an idea.

We have been very fortunate to have found the gaggle of geeks (myself included) that frequent SL CapEx. In RL I've been involved in either Technology Development or Product Marketing for over 25 years. In that time I have rarely encountered a more dedicated, engaged and enthused group of individuals.

Collectively, I believe this cooperative represents the Best and Brightest SL has to offer. Organizationally, we will consciously and conspicuously seek to leverage that fellowship and camaraderie every day. BRING IT!

Use of Capital

NOTE: Revised 08/01/2008 to comply with LL's prohibition of "Guaranteed rate of return" financial products within SL.

Tactically, our hope is to develop a product pipeline that allows us launch a new concept once per quarter. This goal is aggressive and requires TALENT, TECHNOLOGY and TIMING. To even marginally achieve that audacious goal we'll need GREAT PEOPLE, GREAT IDEAS, good fortune and a WHOLE BUNCH OF CAPITAL.

Philosophically, we believe that EACH PRODUCT SUITE must STAND ON ITS OWN MERIT. Specifically, we require our Product Teams and entities to be SELF-SUSTAINING, and where necessary RAISE THEIR OWN DEVELOPMENT CAPITAL versus simply cannibalizing the profits of other revenue streams in the BAY/BIG/BTX family corporate coffers. This accomplishes two goals;

(a) It gives our Officers EXPERIENCE in the SL capital market environment. In terms of negotiation and effectively communicating with potential investors there is no better test than a Trial by Fire. Each entity is required to draft and publish a Prospectus, a complete Product Desciption and a Marketing Plan at formation, not as an afterthought just prior to commercial launch.

(b) Each entity is required to produce and publish GAAP-compliant Financial Statements on a monthly basis pursuant to the SL Capital Exchange listing policies.

On a per-venture basis, Capital raised in the formation stage of each project will be used primarily as follows;

(a) to perfect the underlying intellectual property,
(b) to compensate the Product Management and Executive Team,
(c) to develop and communicate the Product Launch campaign and ongoing Marketing effort.
(d) to pay other general operating expenses such as tier fees, etc. where required.

From a corporate and fiscal oversight standpoint, all BAY/BIG/BTR entities produce Monthly pro forma Financial Statements and communicate with the SL CapEx community in a manner that conforms 100% with Exchange policy and community standards. We believe this transparency to be critical for the longterm sustainability of each development effort. Competence breeds confidence.

Risk Factors

Capital Investment both in real-life and Second Life(tm) is fundamentally all about MANAGING RISK and is primarily about balancing the risk versus reward scenario. In any Investment opportunity there may be SUBSTANTIAL RISKS which must be thoroughly and diligently considered.

Specific to SL CapEx-based Investment REGARDLESS of whether you consider this activity to be simply STOCK MARKET GAME PLAY, an ECONOMIC SIMULATION, a TOY ECONOMY or a bona fide investment opportunity I implore you to familiarize yourself with both the Linden Lab Terms of Service (TOS) and the
SL Capital Exchange Terms of Service (TOS) contained at the following links; (these be the basic rules)

Linden Lab TOS: http://secondlife.com/corporate/tos.php
SL CapEx TOS: http://www.slcapex.com/content/info

TO BE CRYSTAL CLEAR: YOU COULD LOSE SOME OR ALL OF YOUR SL CAPITAL INVESTMENT! ($L's)

Prior to considering any investment one must identify, analyze and mitigate risk at both a macro-level (example; governmental, regulatory, operating environment, et al) and at an enterprise or micro-level
(ie; company, competition, etc.). Additionally, the potential risks must be considered from both an internal (controllable) and external (no control) standpoint. We have diligently considered the following potential risks;

MACRO-LEVEL: There has been community discussion within the last year as to whether (or when) governmental agencies might intervene within the SL Financial community from a regulatory or legislative standpoint. This is an external risk over which we have no control.

There has also been debate and dialogue regarding Linden Lab's support and ongoing administrative control over the unit of measure commonly called $Lindens on several fronts, including;

(a) CONVERSION of $Lindens to a LEGAL TENDER CURRENCY and the potential tax consequences thereof. Here, too, we have no control or authority. Players ar encouraged to seek their own counsel regarding any potential tax consequences in their local jurisdiction.

(b) Linden Lab's ability to MAINTAIN a STABLE ECONOMY as measured by the EXCHANGE RATE of $Lindens to US Dollars, the availability and pricing of virtual Real Estate within the SL environment, and various other user experience metrics as are published from time-to-time by LL and others.

Regardless of LL's apparent unwillingness to acknowledge its role as the CENTRAL BANKING AUTHORITY and MONETARY POLICY ADMINISTRATOR within SL, they DO CONTROL the $L:$US conversion rate and thus have totalitarian authority and sphere of influence over the $Linden Unit of Measure and its trade value within the overall SL Economy.

We additionally have little direct control over the SL technical environment or the innovations and feature sets it supports. Our OPPORTUNITY is in finding unique ways to thrive and survive within and adjacent to the boundaries of the SL Metaverse.

MICRO/ENTERPRISE-LEVEL: The majority of our internal risks are directly related to our ability to articulate and execute viable business strategies, and our ability to successfully develop and deploy technologies that add value within the SL community.

Innovation within the SL community is MARGINALLY DEFENSIBLE from a competitive standpoint. Most successful SL product concepts are mimicked and/or improved upon by others rather rapidly. Creative Marketing strategies and ontinual product and process improvement is required to attain or maintain any level of competitive advantage within SL.

A portion of our Intellectual Property portfolio may be defensible from either a Copyright(C), Trademark(tm) or Patent standpoint. While we can make no claim as to the longterm sustainability of such competitive position we do intend to vigorously protect such rights where practical and economically viable.

Management

As mentioned briefly elsewhere herein, the success or failure of any venture can generally be laid at the feet of its leadership. In considering the appropriate experience level and business accumen required of this venture it was very clear early-on in the formation process that the dynamics and chemistry between myself and the personnel that have helped launch the Barbary Coast Estate Confederation were ideal for managing the BAY value proposition...

As such, I am VERY pleased to announce that BTR's Board has nominated Ms. Kaffe McMahon to serve as Chief Executive Officer of the NEW Entity. Ms. McMahon is a well-respected SL innovator with a quantifiable track record of successful Estate Management and SL Event Marketing - attributes that are critical to the success of any SIM Operation. Ms. McMahon will formally join our team immediately upon completion of the Reverse-Merger - tentatively scheduled to close by July Month-End.

In the interim Kaffe is working with us on a contract consultative basis to make certain that we enter the market with momentum and all oars in the water.

I am also VERY pleased to announce that Ms. Yanik Lytton has been nominated to serve as the NEW entity's inaugural Independent Director. At present Ms. Lytton serves on the Board of Directors of Nestler Investment Corp. (NIC) and Dreamcities.net (DCTY). It is indeed no accident that I chose to locate our SIM within the same Estate that both NIC's and DCTY's SIMS are located.

Ms. Lyttons input regarding Estate continuity and operational oversight will be invaluable assets to us as we move forward.

ALL of the BAY Officers are COMPENSATED SOLELY via EQUITY PARTICIPATION in Brittany Bay Resorts Public Shares. Our results are DIRECTLY COMMENSURATE with the results we achieve on behalf of our SHAREHOLDERS. A Win-Win proposition.