NIC: Nestler Investment Corp.

Land, Stock and Stores.....all working for you

Total shares: 10,000,000

Prospectus

Company Tagline

Land, Stock and Stores.....all working for you

CEO's Real Life Name

Scott Bachrach

CEO's Real Life Location

New York, NY

Board of Directors

The NIC 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 NIC Fiscal Year (Jan. 1 - Dec. 31), or as defined and modified from time to time by the Board of Directors.

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 NIC).

New Board Member nominations shall be accepted at the NIC 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 and Chief Executive Officer:
Scott Nestler, Founder (also CEO of DCTY)

Outside Directors:
Bogart Beck, (also CEO SLCX, Chairman BIG, BTR & DCTY)
Sully OKelly (also CEO LCA and POW, COO LNL)

From a disclosure standpoint, the Founding Outside Directors will each be granted 200,000 fully-vested shares of NIC at completion of the IPO (from the Corp Treasury) as compensation for their Board activity and effort.

Cash on hand

250000

Land owned

351832

Tangible Assets

4836754.00

Monthly Income

455598

Monthly Expenses

378107

Straight to the Point

My Fellow Investors,

After some consideration I have decided to expand my private company by taking it public. Nestler Investments has vast real estate and stock holding that have turn a steady profit every month, even during the banking ban.

My experience here at SL Capex and my no-nonsense approach will benefit any and all investors, both short term and long term.

As others have done here, my intention is to personally maintain no more than 51% of the Capital Shares of NIC. I'm offering 30% of the company via this IPO... that will leave 20% of the Company Shares in the Corporate Treasury for any future Capital needs we may have as we grow.

I believe this to be a fiscally conservative and very proactive Treasury Management strategy which will benefit all shareholders over the long term.

My founding Board of Directors are both experienced SL Financial Market Professionals that can help me keep NIC on a profitable course.

Nestler Investments has retained the SL Financial Reporting Group recently founded by iVentures Volitant and Guardian Market to verify and process our accounting needs. By using an independant outside Accountancy shareholders can feel confident on our reporting results and use of funds.

I encourage any potential investor to contact me at any time with questions you may have about Nestler Investment Corp.

Respectfully,

Scott Nestler
nestler.investments@gmail.com

Business Overview

Land

3 Sims, 2 leased to corporations
93,784 sqm. of Mainland property (rental property)
61,440 sqm. of Estate property (rental property)

Stocks

Beck Investment Group, 100000 Shares
Beck Technical Research, 100000 Shares
DreamCities.net, 100000 Shares
L&L Credit Agency, 100000 Shares
L&L Financial Services, 100000 Shares
MetaNetwork Media, 800000 Shares
Royal Chartered Properties, 100000 Shares

Stores

1 Currently, 6 more under development

Business Strategy

Diversity is our key strategy.

Land

Our land investments include complete sims delivered from Linden Labs and held by the CEO.

Mutiny Bay and Barbary Coast are leased at a fixed monthly fee to 2 separate corporations, so occupancy levels are not an issue.

Treasure Cove has just been acquired to be our corporate HQ and also a new economic development site, further details to be revealed at our first shareholders meeting.

The mainland properties, (approx. 94k sqm.), are currently fully rented out and are spread throughout SL.

The estate property is left over from the startup of Nestler Investments. In the beginning cash was short so we invested in estate property as rental land. 2 such locations, approx. 62k sqm., still exist under long term tenants.

Stocks

Awhile back NIC decided that only investing in property was a risk, so NIC’s first venture into diversification was the SL Stock Markets.

NIC has made a good home for itself at SL CapEx and now holds an impressive portfolio. NIC currently has 7 large investments and will be increasing that over the next few months.

Current holdings are (approx.):
Beck Investment Group, 100000 Shares
Beck Technical Research, 100000 Shares
DreamCities.net, 100000 Shares
L&L Credit Agency, 100000 Shares
L&L Financial Services, 100000 Shares
MetaNetwork Media, 800000 Shares
Royal Chartered Properties, 100000 Shares

Stores

When NIC first began we tried not to leave any empty, unused land while waiting for tenants or purchasers, so we invested in some prefabs and products that have no recurring COG.

These stores, Branded "10L or LESS", have no advertising costs or sales commissions. They did a remarkable job of covering costs and turning a small steady profit until the land could be occupied.

Recently, at DCTY’s Shipwreck Bay, we resurrected the project and opened a 10L or LESS store. Our first week we exceeded rental costs by over 120%.

Currently NIC is looking at acquiring 6 locations in high traffic neighborhoods to expand this new endeavor and to further diversify.

Tomorrow… and beyond.

There will be further expansion and diversification in the future. This company will expand and grow to match the needs of SL through all reasonable investment vehicles that it can find.

Business Strengths

Diversification, experience and a strong management team.

As an Investor, I am principly a VALUE BUYER - I look for undervalued Stocks and SL Properties and put my money where my mouth is. As many of you have witnessed, I actively engage the management Teams of Companies I invest in so that I can better understand their strategies (and perhaps offer some insight and direction where appropriate).

I believe if someone is going to have strong public opinions about a company's performance and strategies then one must also be prepared to roll up their sleeves and offer to HELP. Vocal dissent without solutions and resource is honestly just idle discontent. I suspect most potential investors here are aware of my efforts in that regard.

From a Property Management standpoint I generally shop for distressed, neglected and otherwise under-performing properties. My goal is typically to redevelop the property consistent with the neighboring community, install my proven Estate Management Team, and re-market the property to a better class of SL Residents.

I have conspicuously elected to pursue both Estate and Mainland properties, with both Residential, Retail and a Corporate Commercial blend on most of my properties. It is precisely this diversity that will allow us to prosper!

I am an aggressive Estate Manager and do not allow my properties to languish. Talk to my team - I think you'll be impressed and approving of our gameplan! I will formally introduce and make my team available for discussion at our IPO Launch Event and any time thereafter. Please feel free to give us a shout!

Use of Capital

Increased working capital via this IPO will allow us to expand our ventures into various new investment opportunities.

NIC has been approached to purchase a large portion of another company; this stock acquisition along with sim purchases for rental tenents already under contract will use a majority of the IPO capital raised. Any remaining IPO proceeds will be used for General Administrative purposes - primarily Marketing and Advertising.

In terms of a return for shareholders, 100% of the profits of the company will be posted as a dividend. The C.E.O does not draw a salary, but rather takes his earnings in the form of dividends on company held stock.

Dividends, when declared based on earnings, will be paid on or about the 10th of every month following our Earnings Report.

Risk Factors

As with any SL venture, the risks are not limited to new and changing policies of Linden Labs, however our diversification strategy mitigates most other risks.

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 trade SL Capital Market securities at a profit.

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)

Management

This businesses success is centered on its leadership. In considering the appropriate experience level and business acumen required of this venture it was very clear early-on in the formation of the IPO process that the dynamics and chemistry between myself and the Board of Directors needed to be perfect.

Bogart Beck, Sully Okelly and myself have worked very well together in the past. Their experience along with adding the SL Financial Reporting Group adds an experience level second to none in any public company.

Scott Nestler, CEO

Scott not only the CEO of Nestler Investments, he is the current CEO of DreamCities.net and is on the Board of Directors at MetaNetwork Media and L&L Credit Reporting Agency and Business Services. Scott’s experiences as a large investor in SL Capex and various positions in SL CapEx companies along with his successful inworld business demonstrate a strong leadership role that will be successful for the foreseen future of NIC.

Chairman, DreamCities.net http://www.slcapex.com/symbol/DCTY/profile

Director, L&L Credit Reporting Agency and Business Services

Director, MetaNetwork Media



Bogart Beck, Director

Bogart’s experiences as the incumbent CEO and interim CFO of the SL Capital Exchange itself (SLCX), as well as his role in the formation and successful launch of the Bo Beck Group makes for success in whatever forward strategies we undertake.

Chairman/CEO, Beck Investment Group

Chairman/CEO, Beck Technical Research

Chairman, DreamCities.net

CEO, SL CapEx



Sully Okelly, Director

Sully brings determination and hard work to our endeavor. His work ethic and experience as CEO and CCO for 4 CapEX firms will add a lot to our ability to deal with most anything.

CEO, L&L Credit Reporting Agency and Business Services

CCO, L&L Financial Services

CEO, Sky Power Fund

CEO, Verballis


SL Financial Reporting Group

The SL Financial Reporting Group has been contracted/hired for the financial reporting of NIC. SLFRG, has 2 principals, iVentures Volitant and Guardian Market. http://slfrgroup.blogspot.com/

iVentures Volitant, CEO of iVentures Group, is the owner of one of the largest venture capital and financial services consulting conglomerate in Second Life. iVentures is recognized as an innovative business provider. iVentures comes from an academic background of accounting and finance in the field of investment banking.


Guardian Market joined Second Life in November 2006, and has been involved in the financial community since that time. He is currently serving as Chief Financial Officer of SLReports.com (CAPEX:SLR) and has served in numerous other advisory capacities for the SL Capital Exchange (CAPEX), and Virtual Stock Exchange (VSTEX). Guardian comes from an academic background of Mathematics, and would be pleased to help you with the preparation of financial statements, model building, derivative pricing, and statistical analysis.


“How many millionaires do you know who have become wealthy by investing in savings accounts? I rest my case. “ -Robert G. Allen”

Respectively Submitted,

Scott Nestler

NIC Founder & CEO